false0000912463GUESS INC 0000912463
2020-07-30 2020-07-30
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):
July 30, 2020
GUESS?,
INC.
(Exact name of
registrant as specified in its charter)
Delaware
(State or other
jurisdiction of incorporation)
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1-11893
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95-3679695
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(Commission File
Number)
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(IRS Employer
Identification No.)
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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)
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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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
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Title of
each class
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Trading
symbol(s)
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Name of each
exchange on which registered
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Common Stock, par value
$0.01 per share
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GES
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New York Stock
Exchange
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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).
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Emerging growth
company
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☐
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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 5.02.
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
As previously
disclosed by Guess?, Inc. (the “Company”) in a Form 8-K filed with
the Securities and Exchange Commission on March 31, 2020, Carlos
Alberini (the Company’s Chief Executive Officer), Paul Marciano
(the Company’s Chief Creative Officer) and Kathryn Anderson (the
Company’s Chief Financial Officer) (collectively, the “Executives”)
agreed to temporarily reduce their base salaries by 70%, 70% and
30%, respectively, beginning April 5, 2020 and ending on such date
as may be agreed upon by the Compensation Committee of the
Company’s Board of Directors (the “Compensation Committee”) and the
Executives. On July 30, 2020, the Compensation Committee approved,
effective with the payroll period commencing July 26, 2020, the
restoration of the base salary levels for Mr. Alberini and Ms.
Anderson to their respective levels as in effect prior to the April
5, 2020 reduction and an increase in Mr. Marciano’s base salary to
$1,200,000 annually. The Executives are not entitled to any back
pay for the period of time that their base salaries were
reduced.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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104
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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.
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Dated:
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July 31, 2020
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GUESS?,
INC.
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By:
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/s/ Carlos
Alberini
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Carlos
Alberini
Chief
Executive Officer
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