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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2020

GUESS?, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1-11893
95-3679695
(Commission File Number)
(IRS Employer Identification No.)

1444 S. Alameda Street, Los Angeles, California 90021
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (213) 765-3100

Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading symbol(s)
 
Name of each exchange on which registered
 
 
 
 
 
Common Stock, par value $0.01 per share
 
GES
 
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
 

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Item 5.07.    Submission of Matters to a Vote of Security Holders.

On June 12, 2020, Guess?, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). As of April 28, 2020, the record date for the Annual Meeting (the “Record Date”), there was a total of 67,644,248 shares of common stock of the Company outstanding and eligible to vote. At the Annual Meeting, 62,069,669 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 three directors to serve on the Company’s Board of Directors. Carlos Alberini, Deborah Weinswig and Alex Yemenidjian 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 January 30, 2021.

The results of the voting were as follows:
1.
With respect to the election of three directors to serve on the Company’s Board of Directors as described above:
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Carlos Alberini
58,053,539
324,600
3,691,530
Deborah Weinswig
57,518,536
859,603
3,691,530
Alex Yemenidjian
57,468,093
910,046
3,691,530

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
52,942,053
5,391,047
45,039
3,691,530

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 January 30, 2021:

Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
61,678,039
342,415
49,215
-

Based on the votes set forth above, the appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending January 30, 2021 was duly ratified.


Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.
 
Exhibit No.
Description
 
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Guess?, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated:
June 17, 2020
GUESS?, INC.
 
 
 
 
 
By:
/s/ Kathryn Anderson
 
 
 
Kathryn Anderson
Chief Financial Officer




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