Guess? (GES) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger in which the company will be acquired and taken private by a consortium led by Authentic Brands Group, with key management and family shareholders rolling over equity into the new structure.

• The merger consideration is $16.75 per share in cash, representing a 73% premium to the unaffected price before the initial acquisition proposal.

• The transaction includes a pre-closing restructuring, transfer of intellectual property to new subsidiaries, and a split of IP ownership between Authentic (at least 51%) and the rolling shareholders (up to 49%).

• The company will be delisted from the NYSE and deregistered with the SEC upon closing.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) the merger and disposition of IP assets, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) the right to adjourn the meeting if more votes are needed.

• Approval requires both a majority of all outstanding shares and a majority of votes cast by unaffiliated shareholders.

• Supporting shareholders, including key executives and family trusts, have entered into a voting agreement to support the merger.

Board of directors and corporate governance

• A special committee of independent directors was formed to evaluate the transaction, negotiate terms, and recommend the merger.

• The special committee and board (with conflicted directors recusing themselves) unanimously recommend voting in favor of all proposals.

• The board and special committee considered multiple bids and strategic alternatives, ultimately determining the merger was in the best interest of unaffiliated shareholders.