Guess? (GES) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 10, 2025, with shareholders of record as of May 9, 2025, eligible to vote on key proposals, including director elections, executive compensation, and auditor ratification.

• The Board recommends voting for all seven director nominees, for the advisory say-on-pay resolution, and for the ratification of Ernst & Young as independent auditor.

• The company highlights progress in operational, strategic, and financial objectives, including the acquisition of rag & bone, partnership renewals, and strong licensing and wholesale performance, though direct-to-consumer results lagged.

• Fiscal 2025 saw nearly $3 billion in revenue, $174 million in operating earnings, $185 million in dividends (including a $120 million special dividend), and $60 million in share repurchases.

• Forward-looking statements address risks such as supply chain disruptions, global economic conditions, regulatory changes, and activist investor activity.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, an advisory resolution on executive compensation, and ratification of Ernst & Young as independent auditor.

• The Board recommends voting for all proposals; director elections are by plurality, and the say-on-pay and auditor ratification require a majority of shares present or represented by proxy.

• Shareholder proposals and director nominations for the 2026 meeting must be submitted between March 12 and April 11, 2026.

Board of directors and corporate governance

• The Board consists of seven members, five of whom are independent under NYSE standards.

• Director skills include leadership, operations, finance, governance, retail, and digital expertise.

• Board committees (Audit, Compensation, Nominating and Governance) are composed solely of independent directors.

• Recent governance enhancements include the establishment of a Diversity, Equity, and Inclusion Council and the addition of new independent directors.

• The Board has a director resignation policy and encourages shareholder engagement.