GUESS?, INC. (NYSE:GES) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
Submission of Matters to a Vote of Security Holders.
On June 19, 2018, Guess?, Inc. (the "Company") held its annual meeting of shareholders (the "Annual Meeting"). As of May 4, 2018, the record date for the Annual Meeting (the “Record Date”), there was a total of 80,954,804 shares of common stock of the Company outstanding and eligible to vote. At the Annual Meeting, 76,477,677 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 two directors to serve on the Company’s Board of Directors. Maurice Marciano and Gianluca Bolla were nominated to serve for three-year terms and until their successors are duly elected and qualified. |
|
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 February 2, 2019. |
|
A shareholder proposal regarding shareholder approval of future severance arrangements with senior executives. |
The results of the voting were as follows:
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1. |
With respect to the election of two directors to serve on the Company’s Board of Directors as described above: |
|
Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
|
Maurice Marciano |
67,416,641 |
5,965,967 |
3,095,069 |
|
Gianluca Bolla |
65,937,332 |
7,445,276 |
3,095,069 |
Based on the votes set forth above, each of the director nominees was duly elected.
|
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 |
|
53,844,771 |
16,712,913 |
2,824,924 |
3,095,069 |
Based on the votes 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 February 2, 2019:
|
Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes |
|
75,713,164 |
721,995 |
42,518 |
– |
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 2, 2019 was duly ratified.
|
4. |
With respect to the shareholder proposal regarding shareholder approval of future severance arrangements with senior executives: |
|
Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes |
|
27,231,142 |
46,059,530 |
91,936 |
3,095,069 |
Based on the votes set forth above, the shareholder proposal regarding shareholder approval of future severance arrangements with senior executives was not approved.
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.
