GUESS? Inc.

06/11/2025 | Press release | Distributed by Public on 06/11/2025 15:22

Proxy Results (Form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 10, 2025, Guess?, Inc. (the "Company") held its 2025 annual meeting of shareholders virtually via live audio webcast (the "Annual Meeting"). As of May 9, 2025, the record date for the Annual Meeting, there were a total of 52,011,369 shares of common stock of the Company outstanding and eligible to vote. At the Annual Meeting, 46,923,773 shares were represented in person or by proxy and, therefore, a quorum was present.
At the Annual Meeting, the shareholders of the Company voted on the following matters:
•The election of seven directors to serve on the Company's Board of Directors. Carlos Alberini, Anthony Chidoni, Christopher Lewis, Paul Marciano, Elsa Michael, Deborah Weinswig and Alex Yemenidjian were nominated to serve as directors.
•An advisory vote to approve the compensation of the Company's named executive officers.
•The ratification of the appointment of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending January 31, 2026.
On June 10, 2025, Corporate Election Services, Inc., the independent inspector of election for the Annual Meeting (the "Inspector of Election"), issued its final report, which certified the final voting results for the Annual Meeting. Set forth below are the final voting results as provided by the Inspector of Election.
The results of the voting were as follows:
1. With respect to the election of seven directors to serve on the Company's Board of Directors as described above:
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Carlos Alberini 39,257,510 1,470,516 6,195,747
Anthony Chidoni
38,662,936 2,065,088 6,195,749
Christopher Lewis
40,341,313 386,713 6,195,747
Paul Marciano
40,369,946 358,078 6,195,749
Elsa Michael 40,083,387 644,639 6,195,747
Deborah Weinswig 40,032,974 695,052 6,195,747
Alex Yemenidjian 39,756,616 971,408 6,195,749
Based on the vote results set forth above, each of the director nominees was duly elected to hold office for a one-year term and until their respective successors are duly elected and qualified.
2. With respect to the advisory vote to approve the compensation of the Company's named executive officers:
Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
35,544,538 5,092,537 90,945 6,195,753
Based on the vote results set forth above, the advisory vote on the compensation of the Company's named executive officers was approved.
3. With respect to the ratification of the appointment of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending January 31, 2026:
Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
46,274,368 601,745 47,660 -
Based on the vote results set forth above, the appointment of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending January 31, 2026 was duly ratified.
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