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Guess? (GES) investor relations material
Guess? Proxy Filing summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.Executive summary
A merger agreement was entered into with Authentic Brands Group, making the company a privately held entity upon completion, pending shareholder approval and regulatory clearance.
The special meeting for shareholders to vote on the merger is scheduled for November 21, 2025.
Supplemental disclosures were issued in response to shareholder demands and litigation alleging insufficient disclosure regarding the merger.
Antitrust clearance for the merger was received from the Republic of Cyprus on November 11, 2025.
Voting matters and shareholder proposals
Shareholders are being asked to vote on the proposed merger with Authentic Brands Group.
The company received 15 letters and 7 demands for books and records from shareholders regarding the merger disclosures.
Two lawsuits were filed by shareholders seeking to block the merger until additional disclosures are made.
Board of directors and corporate governance
An independent Redomestication Committee was formed in August 2024 to evaluate moving the company’s jurisdiction outside Delaware.
The Special Committee interviewed multiple investment banks and retained independent legal counsel to ensure impartiality in the merger process.
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