GUESS?, INC. (NYSE:GES) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors of Guess?, Inc. (the “Company”) previously adopted, subject to shareholder approval, the amended and restated Guess?, Inc. 2004 Equity Incentive Plan (the “2004 Equity Incentive Plan”). At the Company’s annual meeting of shareholders held June 29, 2017 (the “Annual Meeting”), the Company’s shareholders approved the amended and restated 2004 Equity Incentive Plan. Among other things, the amended and restated 2004 Equity Incentive Plan reflects amendments to (i) increase the number of shares of the Company’s common stock available for award grants under the 2004 Equity Incentive Plan by 14,100,000 shares, so that the new aggregate share limit for the 2004 Equity Incentive Plan is 29,100,000 shares; (ii) modify the share counting provisions in the 2004 Equity Incentive Plan to provide that shares issued in respect of any “full-value award” (which includes awards other than options and stock appreciation rights) granted on or after May 1, 2017 will be counted against the aggregate share limit as 3.54 shares for every 1 share actually issued in connection with the award; (iii) extend the Company’s authority to grant awards under the 2004 Equity Incentive Plan intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the U.S. Internal Revenue Code through the 2022 annual meeting of shareholders; and (iv) extend the term of the 2004 Equity Incentive Plan to May 19, 2027.

The foregoing description of the amendments to the 2004 Equity Incentive Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the amended and restated 2004 Equity Incentive Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

On June 29, 2017, the Company held its Annual Meeting. As of May 5, 2017, the record date for the Annual Meeting (the “Record Date”), there was a total of 83,255,709 shares of common stock of the Company outstanding and eligible to vote. At the Annual Meeting, 78,275,735 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 results of the voting were as follows:

Based on the votes set forth above, each of the director nominees was duly elected.

Based on the votes set forth above, the amendment and restatement of the Guess?, Inc. 2004 Equity Incentive Plan was duly approved.

Based on the votes set forth above, the advisory vote on the compensation of the Company’s named executive officers was approved.

Based on the votes set forth above, the shareholders recommended holding an advisory vote on the compensation of the Company’s named executive officers every year.

In accordance with the shareholders’ recommendation, the Company has determined that an advisory vote on the compensation of the Company’s named executive officers will be conducted every year, until the next shareholder advisory vote on this matter.

5. With respect to the ratification of the appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending February 3, 2018:

Based on the votes set forth above, the appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending February 3, 2018 was duly ratified.

Based on the votes set forth above, the shareholder proposal regarding shareholder approval of future severance arrangements with senior executives was not approved.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

GUESS INC Exhibit
EX-10.1 2 gesexhibit101.htm EX 10.1 Exhibit EXHIBIT 10.1GUESS?,…
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About GUESS?, INC. (NYSE:GES)

Guess?, Inc. designs, markets, distributes and licenses a lifestyle collection of apparel and accessories for men, women and children. The Company operates through five segments: Americas Retail, which includes its retail and e-commerce operations in North and Central America and its retail operations in South America; Europe, which includes its wholesale, retail and e-commerce operations in Europe and the Middle East; Asia, which includes its retail, e-commerce and wholesale operations in Asia; Americas Wholesale, which includes its wholesale operations in the Americas, and Licensing, which includes licensing operations of the Company across the world. Its product lines include a range of clothing, including jeans, pants, skirts, dresses, shorts, blouses, shirts, jackets, knitwear and intimate apparel. Its apparel is marketed under various trademarks, including GUESS, GUESS?, GUESS U.S.A. and GUESS Jeans. It also grants licenses to manufacture and distribute a range of products.