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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Guess?, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 5, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 02, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-11893 GUE |
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| September 5, 2025 |
RESTRICTED STOCK UNIT AGREEMENT Exhibit 10.3 RESTRICTED STOCK UNIT AGREEMENT This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of [], 2025 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and Paul Marciano (the “Grantee”). RECITALS WHEREAS, the Company maintains the Guess?, Inc. 2004 Equity Incentive Plan (as Amended and Restated as of April 10, 2024) (th |
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| September 5, 2025 |
PERFORMANCE SHARE AWARD AGREEMENT (TSR) Exhibit 10.2 PERFORMANCE SHARE AWARD AGREEMENT (TSR) This PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”), dated as of [], 2025 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and [Carlos Alberini / Fabrice Benarouche] (the “Grantee”). RECITALS WHEREAS, the Company maintains the Guess?, Inc. 2004 Equity Incentive Plan (as Amended and |
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| August 27, 2025 |
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): August 27, 2025 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation) (Commission File Number) |
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| August 27, 2025 |
Exhibit 99.1 GUESS?, INC. REPORTS FISCAL YEAR 2026 SECOND QUARTER RESULTS Revenues Increased to $773 Million, Up 6% in U.S. Dollars and 3% in Constant Currency Delivered Operating Margin of 2.3%; Adjusted Operating Margin of 3.7% GAAP EPS of $0.12 and Adjusted EPS of $0.26 LOS ANGELES, August 27, 2025 - Guess?, Inc. (NYSE: GES) today reported financial results for its second quarter ended August 2 |
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| August 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| August 20, 2025 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER entered into by and among GUESS?, INC., AUTHENTIC BRANDS GROUP LLC, GLOW HOLDCO 1, INC. and GLOW MERGER SUB 1, INC. Dated as of August 20, 2025 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; INTERPRETATION AND CONSTRUCTION 3 1.1. Definitions 3 1.2. Other Terms 23 1.3. Interpretation and Construction 23 ARTICLE II THE TRANSACTIONS 25 2.1. Phase I Restr |
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| August 20, 2025 |
GUESS?, INC. TO RELEASE SECOND QUARTER FISCAL 2026 FINANCIAL RESULTS EX-99.2 Exhibit 99.2 GUESS?, INC. TO RELEASE SECOND QUARTER FISCAL 2026 FINANCIAL RESULTS LOS ANGELES, August 20, 2025 – Guess?, Inc. (NYSE: GES) will release its financial results for the second quarter of fiscal year 2026, which ended August 2, 2025, on Wednesday, August 27, 2025. The financial results will be accessible at www.guess.com via the “Investor Relations” link. In light of the pending |
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| August 20, 2025 |
EX-10.1 Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 20, 2025, is entered into by and among Authentic Brands Group LLC, a Delaware limited liability company (“Authentic”), Guess?, Inc., a Delaware corporation (the “Company”), and each of the stockholders of the Company listed on Schedule A hereto (each, a “Stockholder” and, coll |
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| August 20, 2025 |
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): August 20, 2025 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation) (Commission File Number) |
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| August 20, 2025 |
EX-99.1 Exhibit 99.1 Guess? Co-Founders Maurice and Paul Marciano and CEO Carlos Alberini Partner with Authentic Brands Group to Take Guess? Private Guess? Shareholders to Receive $16.75 Per Share in Cash; Transaction Values Guess? at Approximately $1.4 Billion Representing a Premium of Approximately 73% to Guess?’s Unaffected Closing Common Stock Price on March 14, 20251 As Part of This Transacti |
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| August 20, 2025 |
DEFA14A 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): August 20, 2025 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation) (Commission File |
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| August 20, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De |
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| June 11, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 03, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-11893 GUESS? |
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| June 11, 2025 |
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 10, 2025 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| June 5, 2025 |
Exhibit 99.1 GUESS?, INC. REPORTS FISCAL YEAR 2026 FIRST QUARTER RESULTS First Quarter Fiscal 2026 Results: Revenues Increased to $648 Million, Up 9% in U.S. Dollars and 12% in Constant Currency Delivered Operating Margin of (5.1)%; Adjusted Operating Margin of (4.0)% GAAP Loss per Share of $0.65 and Adjusted Loss per Share of $0.44 Updates Full Fiscal Year 2026 Outlook: Expects Revenue Increase b |
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| June 5, 2025 |
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 5, 2025 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| May 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S Employer Identification No.) Strada Regina 44, Bioggio, Switzerland CH-6934 (Address of principal e |
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| May 28, 2025 |
Conflict Minerals Report for the reporting period from January 1 through December 31, 2024 Exhibit 1.01 Conflict Minerals Report Guess?, Inc. (“Guess”) has included this Conflict Minerals Report as an Exhibit to its Form SD as contemplated by Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD (the “Conflict Minerals Rule”). The date of filing of this Conflict Minerals Report is May 28, 2025. Unless the context indicates otherwise, the terms “Guess,” “we,” “its |
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| May 16, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| April 11, 2025 |
Exhibit 10.37 FIFTH AMENDMENT TO LEASE THIS FIFTH AMENDMENT TO LEASE (this “Fifth Amendment”) is entered into by and between 1444 Partners, Ltd., a California limited partnership (“Landlord”), and Guess?, Inc., a Delaware corporation (“Tenant”; the Tenant and Landlord are collectively referred to herein as the “Parties” and each, a “Party”), and is dated April 8, 2025 (the “Effective Date”) with r |
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| April 11, 2025 |
Exhibit 19.1 GUESS?, INC. SECURITIES TRADING POLICY AND RESTRICTIONS As a result of your association with GUESS?, Inc. (“GUESS” or the “Company”), you may come into possession of material non-public information about the Company or its securities. United States federal and state securities laws prohibit certain persons who are aware of material non-public information about a company from buying or |
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| April 11, 2025 |
Exhibit 21.1 Guess?, Inc. List of Subsidiaries (as of February 1, 2025) Name of Subsidiary Country Percent Ownership Babylon LA LLC United States 70% Distribuidora Guess Chile Limitada Chile 51% G-LABS SAGL Switzerland 51% Grupo Guess, S. de R.L. de C.V. Mexico 51% Grupo Guess Peru S.R.L. Peru 51% Guess Apparel Andorra SLU Andorra 100% Guess Apparel Spain, S.L. Spain 100% Guess? Asia Limited Hong |
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| April 11, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended February 01, 2025 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-11893 GUESS?, IN |
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| April 11, 2025 |
Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK References to “we,” “us” and “our” refer to Guess?, Inc. only and not to any of its subsidiaries. The following descriptions of our capital stock and certain provisions of our Restated Certificate of Incorporation, as amended (“Restated Certificate”) and Fourth Amended and Restated Bylaws (“Bylaws”) are summaries only. For more detailed information, see our |
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| April 3, 2025 |
Exhibit 99.1 GUESS?, INC. REPORTS FISCAL YEAR 2025 FOURTH QUARTER RESULTS Fourth Quarter Fiscal 2025 Results: Revenues Increased to $932 Million, Up 5% in U.S. Dollars and 9% in Constant Currency Delivered Operating Margin of 11.1%; Adjusted Operating Margin of 11.4% GAAP EPS of $1.16 and Adjusted EPS of $1.48 Full Fiscal Year 2025 Results: Revenues Increased to $3.0 Billion, Up 8% in U.S. Dollars |
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| April 3, 2025 |
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): March 31, 2025 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation) (Commission File Number) |
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| April 3, 2025 |
Employment Agreement, dated March 31, 2025, between Guess? Europe Sagl and Alberto Toni. Exhibit 10.2 GUESS?, Europe Sagl EMPLOYMENT AGREEMENT between GUESS EUROPE SAGL S.da Regina 44, 6934 Bioggio (hereinafter the «Employer») And Mr Alberto Toni (hereinafter the «Executive») pursuant to art. 319 and ff of the Swiss Code of Obligations («CO») Article 1 Role The Executive will be employed by the Employer as Chief Financial Officer, Guess Europe. Within the first thirty (30) days follow |
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| April 3, 2025 |
Guess? Announces Appointment of Alberto Toni as Chief Financial Officer Exhibit 99.2 Guess? Announces Appointment of Alberto Toni as Chief Financial Officer LOS ANGELES — April 3, 2025 — Guess?, Inc. (NYSE: GES) today announced that Alberto Toni, currently Group Managing Director and Chief Financial Officer of Flos B&B Italia Group S.p.A., has been appointed Chief Financial Officer of Guess?, effective following the filing of the Company’s next Quarterly Report, which |
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| April 3, 2025 |
Amendment to Employment Agreement, dated March 31, 2025, between Guess?, Inc. and Dennis Secor. Exhibit 10.1 GUESS?, Inc. March 31, 2025 Dennis Secor Re: Amendment of Employment Agreement Dear Dennis, You are a party to an Executive Employment Agreement (the “Employment Agreement”) with Guess?, Inc. (the “Company”) dated August 18, 2024. The purpose of this letter agreement (this “Amendment”) is to amend the Employment Agreement as set forth below effective as of the date first set forth abo |
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| March 17, 2025 |
Financial Statements and Exhibits, Other Events 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): March 17, 2025 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation) (Commission File Number) |
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| March 17, 2025 |
Guess?, Inc. Receives Going-Private Proposal from WHP Global Exhibit 99.1 Guess?, Inc. Receives Going-Private Proposal from WHP Global LOS ANGELES – March 17, 2025 – Guess?, Inc. (NYSE: GES) (“Guess?” or the “Company”) today announced that its Board of Directors (the “Board”) has received a non-binding proposal from WHP Global through its affiliate WHP Investments, LLC, to acquire for $13.00 per share in cash the outstanding shares of Guess?, Inc., other th |
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| March 12, 2025 |
March 12, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N. |
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| January 23, 2025 |
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): January 21, 2025 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation) (Commission File Number |
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| December 20, 2024 |
Exhibit 10.3 RESTRICTED STOCK UNIT AGREEMENT This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of December 19, 2024 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and [Paul Marciano / Carlos Alberini] (the “Grantee”). RECITALS WHEREAS, the Company maintains the Guess?, Inc. 2004 Equity Incentive Plan (as Amended and Resta |
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| December 20, 2024 |
Executive Employment Agreement, dated December 19, 2024, between Guess?, Inc. and Carlos Alberini Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 19th day of December, 2024 (the “Effective Date”) between Guess?, Inc., a Delaware corporation (the “Company”), and Carlos Alberini (the “Executive”). This Agreement amends and restates in its entirety the Executive Employment Agreement between the Company and the Executive, date |
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| December 20, 2024 |
Executive Employment Agreement, dated December 19, 2024, between Guess?, Inc. and Paul Marciano Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), is entered into this 19th day of December, 2024 (the “Effective Date”) between Guess?, Inc., a Delaware corporation (the “Company”), and Paul Marciano (the “Executive”). W I T N E S S E T H: WHEREAS, the Company desires to continue to employ the Executive, and the Executive desires to accept such em |
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| December 20, 2024 |
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): December 19, 2024 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| December 6, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 02, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-11893 G |
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| December 6, 2024 |
Exhibit 10.1 PERFORMANCE SHARE AWARD AGREEMENT (TSR) This PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”), dated as of [], 2024 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and [Carlos Alberini / Fabrice Benarouche] (the “Grantee”). RECITALS WHEREAS, the Company maintains the Guess?, Inc. 2004 Equity Incentive Plan (as Amended and |
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| December 6, 2024 |
EXHIBIT 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Guess?, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, par value of $0. |
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| December 6, 2024 |
Restricted Stock Unit Award Agreement, dated as of October 8, 2024, for Dennis Secor. Exhibit 10.3 GUESS?, INC. 2004 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-U.S. GRANTEES This RESTRICTED STOCK UNIT AWARD AGREEMENT, including any country-specific terms set forth in the appendix hereto (the “Appendix” and, collectively, the “Agreement”), dated as of October 8, 2024 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation ( |
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| December 6, 2024 |
Exhibit 10.2 RESTRICTED STOCK UNIT AGREEMENT This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of October 8, 2024 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and Paul Marciano (the “Grantee”). RECITALS WHEREAS, the Company maintains the Guess?, Inc. 2004 Equity Incentive Plan (as Amended and Restated as of April 10, 20 |
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| December 6, 2024 |
As filed with the Securities and Exchange Commission on December 6, 2024 As filed with the Securities and Exchange Commission on December 6, 2024 Registration No. |
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| November 26, 2024 |
Exhibit 99.1 GUESS?, INC. REPORTS FISCAL YEAR 2025 THIRD QUARTER RESULTS Third Quarter Fiscal 2025 Results: Revenues Increased to $739 Million, Up 13% in U.S. Dollars and 14% in Constant Currency Delivered Operating Margin of 5.7%; Adjusted Operating Margin of 5.8% GAAP Loss per Share of $0.47 and Adjusted EPS of $0.34 Lowers Full Fiscal Year 2025 Outlook: Expects Revenue Increase between 7.1% and |
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| November 26, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 26, 2024 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| October 16, 2024 |
GES / Guess?, Inc. / MARCIANO MAURICE - SC 13D/A Activist Investment SC 13D/A 1 mauricemarciano-schedule13.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 23)* Guess?, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 401617 10 5 (CUSIP Number) Maurice Marciano Guess?, Inc. 1444 South Alameda Street Los Angeles, CA 90021 (213) 765-3100 (Name, A |
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| October 16, 2024 |
GES / Guess?, Inc. / MARCIANO PAUL - SC 13D/A Activist Investment SC 13D/A 1 paulmarciano-schedule13d10.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Guess?, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 401617 10 5 (CUSIP Number) Paul Marciano Guess?, Inc. 1444 South Alameda Street Los Angeles, CA 90021 (213) 765-3100 (Name, Addre |
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| September 6, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 03, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-11893 GUE |
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| August 28, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 28, 2024 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation) (Commission File Number) |
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| August 28, 2024 |
Exhibit 99.1 GUESS?, INC. REPORTS FISCAL YEAR 2025 SECOND QUARTER RESULTS Second Quarter Fiscal 2025 Results: Revenues Increased to $733 Million, Up 10% in U.S. Dollars and 13% in Constant Currency Delivered Operating Margin of 6.5%; Adjusted Operating Margin of 5.2% GAAP Loss per Share of $0.28 and Adjusted EPS of $0.42 Lowers Full Fiscal Year 2025 Outlook: Expects Revenue Increase between 9.5% a |
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| August 19, 2024 |
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): August 15, 2024 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation) (Commission File Number) |
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| August 19, 2024 |
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this 18th day of August, 2024 between Guess?, Inc., a Delaware corporation (the “Company”), and Dennis Secor (the “Executive”). W I T N E S E T H: WHEREAS, the Executive is currently a party to an Executive Employment Agreement with the Company dated March 29, 2024 (the “March 2024 Agr |
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| August 19, 2024 |
Guess?, Inc. Announces CFO Transition Exhibit 99.1 Guess?, Inc. Announces CFO Transition LOS ANGELES – August 19, 2024 – Guess?, Inc. (NYSE: GES) today announced that Dennis Secor has been appointed Interim Chief Financial Officer of Guess?, effective August 26, 2024. Mr. Secor is a proven finance leader with deep knowledge of the apparel industry, and has previously served as Guess? CFO from 2006 to 2012. He will succeed Markus Neubr |
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| July 26, 2024 |
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 26, 2024 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| July 1, 2024 |
GUESS?, INC. ANNOUNCES EUR 100 MILLION EXPANSION OF ITS EXISTING EUROPEAN CREDIT FACILITY Exhibit 99.1 GUESS?, INC. ANNOUNCES EUR 100 MILLION EXPANSION OF ITS EXISTING EUROPEAN CREDIT FACILITY LOS ANGELES — July 1, 2024 — Guess?, Inc. (NYSE: GES) today announced the successful expansion of the borrowing capacity under its existing European revolving credit facility from €250 million to €350 million. The facility, maintained through the Company’s wholly-owned Swiss subsidiary, Guess Eur |
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| July 1, 2024 |
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 25, 2024 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| July 1, 2024 |
Exhibit 10.1 To: UBS Switzerland AG [name] EA21 – EA429.01 / FMXJ-KIM P.O. Box 8098 Zurich Switzerland as Agent and Guess Europe Sagl [name] Strada Regina 44 6934 Bioggio Switzerland as Borrower and the Obligor’s Agent From: […], as Increase Lender Place/Date: […], […] Dear Madam, dear Sir We refer to (i) the EUR 250,000,000 Revolving Credit Facility Agreement for Guess Europe Sagl arranged by UBS |
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| June 7, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 04, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-11893 GUESS? |
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| June 7, 2024 |
Exhibit 10.1 GUESS?, INC. ANNUAL INCENTIVE BONUS PLAN Section 1. Purposes The purposes of the Guess?, Inc. Annual Incentive Bonus Plan (this “Plan”) are to (i) attract, retain and motivate selected officers and other key employees of Guess?, Inc., a Delaware corporation (the “Company”), and its Subsidiaries (as defined in Section 3(c) below), and (ii) to provide the Company with a structure to awa |
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| June 4, 2024 |
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): May 31, 2024 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| June 4, 2024 |
Exhibit 10.1 GUESS?, INC. 2004 EQUITY INCENTIVE PLAN (Amended and Restated as of April 10, 2024) 1. Purpose. The purposes of the Guess?, Inc. 2004 Equity Incentive Plan (the “Plan”) are to attract, retain and motivate officers and other key employees, directors and consultants of Guess?, Inc., a Delaware corporation (the “Company”), and its Subsidiaries (as hereinafter defined), to compensate them |
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| June 4, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF GUESS ?, INC., a Delaware corporation Guess ?, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the original Certificate of Incorporation of Guess ?, Inc. (the “Corporation”) was filed with the Secretary of State of Delaware on |
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| May 30, 2024 |
Exhibit 99.1 GUESS?, INC. REPORTS FISCAL YEAR 2025 FIRST QUARTER RESULTS First Quarter Fiscal 2025 Results: Revenues Increased to $592 Million, Up 4% in U.S. Dollars and 7% in Constant Currency Delivered Operating Margin of (3.4%); Adjusted Operating Margin of (1.3%) GAAP EPS of $0.23 and Adjusted Loss per Share of $0.27 Updates Full Fiscal Year 2025 Outlook: Expects Revenue Increase between 10.7% |
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| May 30, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 30, 2024 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 (State or other jurisdiction of incorporation) (Commission file number) Strada Regina 44, Bioggio, Switzerland CH-6934 (Address of principal executive offices) (Zip code) Markus Neubrand +41 91 809 5000 (N |
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| May 28, 2024 |
Conflict Minerals Report for the reporting period from January 1 through December 31, 2023 Exhibit 1.01 Conflict Minerals Report Guess?, Inc. (“Guess”) has included this Conflict Minerals Report as an Exhibit to its Form SD as contemplated by Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD (the “Conflict Minerals Rule”). The date of filing of this Conflict Minerals Report is May 28, 2024. Unless the context indicates otherwise, the terms “Guess,” “we,” “its |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| April 11, 2024 |
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): April 5, 2024 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| April 3, 2024 |
EX-99.1 Exhibit 99.1 Guess?, Inc. and WHP Global Complete the Acquisition of rag & bone Guess?, Inc. Announces $50 Million Expansion of its Existing Asset-Based Revolving Credit Facility LOS ANGELES & NEW YORK —April 3, 2024— Guess?, Inc. (NYSE: GES) and global brand management firm WHP Global today announced that they have completed the previously announced acquisition of New York based fashion b |
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| April 3, 2024 |
EX-10.2 Exhibit 10.2 March [ ], 2024 To: Guess?, Inc. 1444 South Alameda Street Los Angeles, California 90021 Attn: Telephone: From: [Dealer Contact] Re: Issuer Warrant Transaction Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above- referenced transaction entered into on the Trade Date specified belo |
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| April 3, 2024 |
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): April 2, 2024 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| April 3, 2024 |
EX-10.3 Exhibit 10.3 EXECUTION VERSION AMENDMENT NUMBER FOUR TO AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT This AMENDMENT NUMBER FOUR TO AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of April 2, 2024, is entered into by and among GUESS ?, INC., a Delaware corporation (“Parent”), GUESS? RETAIL, INC., a Delaware corporation (“Retail”), GUESS. |
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| April 3, 2024 |
EX-10.1 Exhibit 10.1 March [ ], 2024 To: Guess?, Inc. 1444 South Alameda Street Los Angeles, California 90021 Attn: Telephone: From: [Dealer Contact] Re: Convertible Bond Hedge Transaction Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above- referenced transaction entered into on the Trade Date specified below |
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| April 2, 2024 |
GES / Guess?, Inc. / MARCIANO MAURICE - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 22)* Guess?, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 401617 10 5 (CUSIP Number) Maurice Marciano Guess?, Inc. 1444 South Alameda Street Los Angeles, CA 90021 (213) 765-3100 (Name, Address and Telephone Number of Person Authorized to |
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| April 2, 2024 |
GES / Guess?, Inc. / MARCIANO PAUL - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Guess?, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 401617 10 5 (CUSIP Number) Paul Marciano Guess?, Inc. 1444 South Alameda Street Los Angeles, CA 90021 (213) 765-3100 (Name, Address and Telephone Number of Person Authorized to Rec |
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| April 1, 2024 |
Exhibit 21.1 Guess?, Inc. List of Subsidiaries (as of February 3, 2024) Name of Subsidiary Country Percent Ownership G-LABS SAGL Switzerland 51% Grupo Guess, S. de R.L. de C.V. Mexico 51% Guess Apparel Andorra SLU Andorra 100% Guess Apparel Spain, S.L. Spain 100% Guess? Asia Limited Hong Kong 100% Guess? Asia Limited Taiwan Branch Taiwan 100% Guess Austria GmbH Austria 100% Guess Belgium S.R.L. Be |
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| April 1, 2024 |
EXECUTION VERSION Exhibit 10.1 AMENDMENT NUMBER THREE TO AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT This AMENDMENT NUMBER THREE TO AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of March 28, 2024, is entered into by and among GUESS ?, INC., a Delaware corporation (“Parent”), GUESS? RETAIL, INC., a Delaware corporation (“Retail”), GUESS.COM, |
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| April 1, 2024 |
Exhibit 10.3 AMENDED AND RESTATED VOTING AGREEMENT THIS AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made as of March 28, 2024 (the “Effective Date”), between, on the one hand, (a) Guess?, Inc., a Delaware Corporation (the “Company”), and, on the other hand, (b) Maurice Marciano, individually (“MM”), and as a trustee of the Maurice Marciano Trust (the “MM Trust”). RECITALS WHEREAS, |
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| April 1, 2024 |
GUESS?, INC. BOARD AUTHORIZES NEW $200 MILLION SHARE REPURCHASE PROGRAM Exhibit 99.1 GUESS?, INC. BOARD AUTHORIZES NEW $200 MILLION SHARE REPURCHASE PROGRAM LOS ANGELES – April 1, 2024 – Guess?, Inc. (NYSE: GES) (the “Company”) today announced that its Board of Directors has authorized a new share repurchase program of up to $200 million of the Company’s common stock. Guess? also separately announced today that, as part of this new program and through a convertible bo |
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| April 1, 2024 |
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): March 28, 2024 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation) (Commission File Number) |
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| April 1, 2024 |
Exhibit 99.2 GUESS?, INC. ANNOUNCES ISSUANCE OF APPROXIMATELY $12.1 MILLION OF ADDITIONAL 3.75% CONVERTIBLE NOTES DUE 2028 AND RETIREMENT OF APPROXIMATELY $14.6 MILLION OF EXISTING 2.00% CONVERTIBLE NOTES DUE 2024 Ø The additional convertible senior notes due 2028 issued in exchange for our existing convertible senior notes due 2024 will augment the exchange and subscription transactions completed |
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| April 1, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended February 3, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-11893 GUESS?, INC |
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| April 1, 2024 |
Exhibit 10.2 AMENDED AND RESTATED VOTING AGREEMENT THIS AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made as of March 28, 2024 (the “Effective Date”), between, on the one hand, (a) Guess?, Inc., a Delaware Corporation (the “Company”), and, on the other hand, (b) Paul Marciano, individually (“PM”), and as trustee of the Paul Marciano Trust (the “PM Trust”). RECITALS WHEREAS, PM and t |
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| April 1, 2024 |
Employment Agreement, as amended and restated March 29, 2024, between Guess?, Inc. and Dennis Secor. Exhibit 10.4 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this 29th day of March, 2024 between Guess?, Inc., a Delaware corporation (the “Company”), and Dennis Secor (the “Executive”). W I T N E S E T H: WHEREAS, the Executive is currently a party to an Executive Employment Agreement with the Company dated March 14, 2022, as amended by the pa |
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| April 1, 2024 |
Exhibit 97.1 Policy Regarding the Recoupment of Certain Performance-Based Compensation Payments As Amended and Restated by the Board of Directors on September 21, 2023 In the event Guess?, Inc. (the “Company”) is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws (including any required a |
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| March 20, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 20, 2024 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation) (Commission File Number) |
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| March 20, 2024 |
Exhibit 99.1 GUESS?, INC. REPORTS FISCAL YEAR 2024 FOURTH QUARTER RESULTS Fourth Quarter Fiscal 2024 Results: Revenues Increased to $891 Million, Up 9% in Both U.S. Dollars and Constant Currency Delivered Operating Margin of 16.3%; Adjusted Operating Margin of 14.6% GAAP EPS of $1.71 and Adjusted EPS of $2.01 Full Fiscal Year 2024 Results: Revenues Increased to $2.8 Billion, Up 3% in Both U.S. Dol |
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| February 16, 2024 |
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): February 16, 2024 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| February 16, 2024 |
Guess?, Inc. and WHP Global to Acquire rag & bone Exhibit 99.1 Guess?, Inc. and WHP Global to Acquire rag & bone LOS ANGELES & NEW YORK—February 16, 2024— Guess?, Inc. (NYSE: GES) and global brand management firm WHP Global today announced a definitive agreement to acquire New York-based fashion brand rag & bone. Under the terms of the agreement, Guess? will acquire all the rag & bone operating assets, with Guess? and WHP Global to jointly own ra |
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| February 13, 2024 |
GES / Guess?, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01057-guessinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Guess Inc Title of Class of Securities: Common Stock CUSIP Number: 401617105 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursua |
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| February 9, 2024 |
GES / Guess?, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8 )* Guess? Inc (Name of Issuer) Common Stock (Title of Class of Securities) 401617105 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| January 10, 2024 |
Exhibit 10.2 January [ ], 2024 To: Guess?, Inc. 1444 South Alameda Street Los Angeles, California 90021 Attn: Telephone: From: [Dealer Contact] Re: Issuer Warrant Transaction Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above- referenced transaction entered into on the Trade Date specified below (the “Transaction”) be |
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| January 10, 2024 |
Exhibit 10.1 January [ ], 2024 To: Guess?, Inc. 1444 South Alameda Street Los Angeles, California 90021 Attn: Telephone: From: [Dealer Contact] Re: Convertible Bond Hedge Transaction Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above- referenced transaction entered into on the Trade Date specified below (the “Transact |
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| January 10, 2024 |
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): January 10, 2024 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation) (Commission File Number |
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| January 8, 2024 |
Execution Copy Exhibit 10.1 AMENDMENT NUMBER TWO TO AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT This AMENDMENT NUMBER TWO TO AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of January 5, 2024, is entered into by and among GUESS ?, INC., a Delaware corporation (“Parent”), GUESS? RETAIL, INC., a Delaware corporation (“Retail”), GUESS.COM, INC., |
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| January 8, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): January 5, 2024 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 95-3679695 (State or other jurisdiction of incorporation) (Commission File Number) |
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| January 8, 2024 |
Exhibit 99.1 GUESS?, INC. ANNOUNCES ISSUANCE OF APPROXIMATELY $64.8 MILLION OF ADDITIONAL 3.75% CONVERTIBLE NOTES DUE 2028 AND RETIREMENT OF APPROXIMATELY $67.1 MILLION OF EXISTING 2.00% CONVERTIBLE NOTES DUE 2024 Ø The additional convertible senior notes due 2028 issued in exchange for our existing convertible senior notes due 2024 will augment the exchange and subscription transactions completed |
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| December 27, 2023 |
GES / Guess?, Inc. / MARCIANO PAUL - SC 13D/A Activist Investment SC 13D/A 1 paulmarciano-schedule13d12.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Guess?, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 401617 10 5 (CUSIP Number) Paul Marciano Guess?, Inc. 1444 South Alameda Street Los Angeles, CA 90021 (213) 765-3100 (Name, Addre |
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| December 27, 2023 |
GES / Guess?, Inc. / MARCIANO MAURICE - SC 13D/A Activist Investment SC 13D/A 1 mauricemarciano-schedule13.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 21)* Guess?, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 401617 10 5 (CUSIP Number) Maurice Marciano Guess?, Inc. 1444 South Alameda Street Los Angeles, CA 90021 (213) 765-3100 (Name, A |
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| December 1, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 28, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-11893 GU |
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| November 21, 2023 |
Exhibit 99.1 GUESS?, INC. REPORTS FISCAL YEAR 2024 THIRD QUARTER RESULTS Third Quarter Fiscal 2024 Results: Revenues Increased to $651 Million, Up 3% in U.S. Dollars and 1% in Constant Currency Delivered Operating Margin of 8.4%; Adjusted Operating Margin of 8.9% GAAP EPS of $0.82 and Adjusted EPS of $0.49 Lowers Full Year Fiscal 2024 Outlook: Expects Revenue Growth between 1.8% and 2.4% in U.S. D |
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| November 21, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 21, 2023 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-11893 95-3679695 (Commission File Numbe |
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| October 5, 2023 |
GES / Guess Inc. / MARCIANO MAURICE - SC 13D/A Activist Investment SC 13D/A 1 mauricemarciano-schedule13.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20)* Guess?, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 401617 10 5 (CUSIP Number) Maurice Marciano Guess?, Inc. 1444 South Alameda Street Los Angeles, CA 90021 (213) 765-3100 (Name, A |
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| September 29, 2023 |
Guess?, Inc. Announces Retirement of Maurice Marciano from Board of Directors Exhibit 99.1 Guess?, Inc. Announces Retirement of Maurice Marciano from Board of Directors LOS ANGELES—September 29, 2023— Guess?, Inc. (NYSE: GES) today announced that Maurice Marciano is retiring from the Company’s Board of Directors effective immediately. Maurice Marciano co-founded Guess in 1981 and has continued to serve as a valued leader of the Company for over 40 years. During that time, h |
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| September 29, 2023 |
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): September 29, 2023 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-11893 95-3679695 (Commission File Numb |
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| August 31, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 29, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-11893 GUESS |
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| August 23, 2023 |
Exhibit 99.1 GUESS?, INC. REPORTS FISCAL YEAR 2024 SECOND QUARTER RESULTS Second Quarter Fiscal 2024 Results: Revenues Increased to $665 Million, Up 3% in Both U.S. Dollars and Constant Currency Delivered Operating Margin of 9.7%; Adjusted Operating Margin of 9.8% GAAP EPS of $0.59 and Adjusted EPS of $0.72 Raises Full Year Fiscal 2024 Outlook: Expects Revenue Growth between 2.5% and 4.0% in U.S. |
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| August 23, 2023 |
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): August 23, 2023 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) |
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| July 3, 2023 |
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 30, 2023 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) ( |
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| June 2, 2023 |
Exhibit 10.4 RESTRICTED STOCK UNIT AGREEMENT This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of [], 2023 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and [Carlos Alberini / Markus Neubrand / Fabrice Benarouche] (the “Grantee”). RECITALS WHEREAS, the Company maintains the Guess?, Inc. 2004 Equity Incentive Plan (as Ame |
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| June 2, 2023 |
Exhibit 10.5 RESTRICTED STOCK UNIT AGREEMENT This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of May 12, 2023 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and Paul Marciano (the “Grantee”). RECITALS WHEREAS, the Company maintains the Guess?, Inc. 2004 Equity Incentive Plan (as Amended and Restated as of March 26, 2022) |
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| June 2, 2023 |
Exhibit 10.3 PERFORMANCE SHARE AWARD AGREEMENT (TSR) This PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”), dated as of [], 2023 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and [Carlos Alberini / Markus Neubrand / Fabrice Benarouche] (the “Grantee”). RECITALS WHEREAS, the Company maintains the Guess?, Inc. 2004 Equity Incentive Pl |
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| June 2, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 29, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-11893 GUES |
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| May 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 (State or other jurisdiction of incorporation) (Commission file number) Strada Regina 44, Bioggio, Switzerland CH-6934 (Address of principal executive offices) (Zip code) Dennis Secor (213) 765-3100 (Name |
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| May 30, 2023 |
Conflict Minerals Report for the reporting period from January 1 through December 31, 2022 Exhibit 1.01 Conflict Minerals Report Guess?, Inc. (“Guess”) has included this Conflict Minerals Report as an Exhibit to its Form SD as contemplated by Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD (the “Conflict Minerals Rule”). The date of filing of this Conflict Minerals Report is May 30, 2023. Unless the context indicates otherwise, the terms “Guess,” “we,” “its |
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| May 26, 2023 |
Guess?, Inc. Appoints Thomas J. Barrack, Jr. to Its Board of Directors Exhibit 99.1 Guess?, Inc. Appoints Thomas J. Barrack, Jr. to Its Board of Directors LOS ANGELES, May 26, 2023 - Guess?, Inc. (NYSE:GES) today announced the appointment of Thomas J. Barrack, Jr. as an independent director to the Company’s Board. Mr. Barrack, Founder and former Executive Chairman and CEO of Colony Capital, Inc., now known as DigitalBridge Group, Inc., joined the Guess Board effectiv |
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| May 26, 2023 |
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): May 24, 2023 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) (I |
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| May 24, 2023 |
Exhibit 99.1 GUESS?, INC. REPORTS FISCAL YEAR 2024 FIRST QUARTER RESULTS First Quarter Fiscal 2024 Results: Revenues Decreased 4% in U.S. Dollars to $570 Million and Decreased 2% in Constant Currency Delivered Operating Margin of (0.2%); Adjusted Operating Margin of 0.3% GAAP Loss per Share of $0.22 and Adjusted Loss per Share of $0.07 Updates Full Year Fiscal 2024 Outlook: Expects Revenue Growth |
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| May 24, 2023 |
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): May 24, 2023 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) (I |
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| May 10, 2023 |
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): May 5, 2023 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) (IR |
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| May 2, 2023 |
Guess? Announces Finance Reorganization and Appointment of Markus Neubrand as Chief Financial Officer LOS ANGELES, May 2, 2023 — Guess?, Inc. |
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| May 2, 2023 |
GUESS? Europe Sagl EMPLOYMENT AGREEMENT between GUESS? EUROPE SAGL S.da Regina 44, 6934 Bioggio (hereinafter the «Employer») And Mr Markus Neubrand (hereinafter the «Executive») pursuant to art. 319 and ff of the Swiss Code of Obligations («CO») Article 1 Role The Executive will be employed by the Employer, and while employed by the Employer the Executive will also serve as Chief Financial Officer |
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| May 2, 2023 |
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): April 26, 2023 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) |
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| April 18, 2023 |
EX-10.1 Exhibit 10.1 April [ ], 2023 To: Guess?, Inc. [Address] Attn: [ ] Telephone: [ ] From: [Dealer Contact] Re: Convertible Bond Hedge Transaction Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above- referenced transaction entered into on the Trade Date specified below (the “Transaction”) between [Dealer] (“Dealer” |
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| April 18, 2023 |
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): April 18, 2023 (April 17, 2023) GUESS?, INC. (Exact name of registrant as specified in its charter) 1-11893 Delaware 95-3679695 (Commission File Number) (State or other jurisdiction o |
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| April 18, 2023 |
EX-10.2 Exhibit 10.2 April [ ], 2023 To: Guess?, Inc. [Address] Attn: [ ] Telephone: [ ] From: [Dealer Contact] Re: Issuer Warrant Transaction Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between [Dealer] (“Dealer”) and Gue |
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| April 18, 2023 |
EX-4.1 Exhibit 4.1 Execution Version GUESS?, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of April 17, 2023 3.75% Convertible Senior Notes due 2028 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 8 Section 1.03. Rules of Construction 9 Article 2. The Notes 9 Section 2.01. Fo |
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| April 17, 2023 |
GES / Guess Inc. / MARCIANO MAURICE - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 19)* Guess?, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 401617 10 5 (CUSIP Number) Maurice Marciano Guess?, Inc. 1444 South Alameda Street Los Angeles, CA 90021 (213) 765-3100 (Name, Address and Telephone Number of Person Authorized to |
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| April 17, 2023 |
GES / Guess Inc. / MARCIANO PAUL - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Guess?, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 401617 10 5 (CUSIP Number) Paul Marciano Guess?, Inc. 1444 South Alameda Street Los Angeles, CA 90021 (213) 765-3100 (Name, Address and Telephone Number of Person Authorized to Rec |
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| April 13, 2023 |
EX-10.2 Exhibit 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made as of April 12, 2023 (the “Effective Date”), between, on the one hand, (a) Guess?, Inc., a Delaware Corporation (the “Company”), and, on the other hand, (b) Paul Marciano, individually (“PM”), and as trustee of the Paul Marciano Trust (the “PM Trust”). RECITALS WHEREAS, as of the Effective Date, PM and Maurice M |
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| April 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
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| April 13, 2023 |
EX-10.1 Exhibit 10.1 AMENDMENT NUMBER ONE TO AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT This AMENDMENT NUMBER ONE TO AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of April 12, 2023, is entered into by and among GUESS ?, INC., a Delaware corporation (“Parent”), GUESS? RETAIL, INC., a Delaware corporation (“Retail”), GUESS.COM, INC., a Delawa |
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| April 13, 2023 |
EX-10.3 Exhibit 10.3 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made as of April 12, 2023 (the “Effective Date”), between, on the one hand, (a) Guess?, Inc., a Delaware Corporation (the “Company”), and, on the other hand, (b) Maurice Marciano, individually (“MM”), and as a trustee of the Maurice Marciano Trust (the “MM Trust”). RECITALS WHEREAS, as of the Effective Date, Paul Mar |
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| April 13, 2023 |
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): April 13, 2023 (April 12, 2023) GUESS?, INC. (Exact name of registrant as specified in its charter) 1-11893 Delaware 95-3679695 (Commission File Number) (State or other jurisdiction o |
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| April 13, 2023 |
EX-99.1 Exhibit 99.1 GUESS? INC. ANNOUNCES ISSUANCE OF $275 MILLION OF 3.75% CONVERTIBLE NOTES DUE 2028 AND RETIREMENT OF APPROXIMATELY $185 MILLION OF EXISTING 2.00% CONVERTIBLE NOTES DUE 2024 Ø The transactions announced today will extend the maturity of a significant portion of the Company’s convertible senior notes to 2028 Ø Guess has entered into bond hedge and warrant transactions with a war |
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| March 31, 2023 |
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): March 31, 2023 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) |
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| March 31, 2023 |
Amendment to Employment Agreement, dated March 31, 2023, between Guess?, Inc. and Dennis Secor GUESS?, INC. March 31, 2023 Dennis Secor Re: Amendment of Employment Agreement Dear Dennis: Reference is made to the Employment Agreement between you and Guess?, Inc. (the “Company”), dated March 14, 2022 (the “Employment Agreement”). This letter agreement amends certain provisions of the Employment Agreement as set forth below, in each case effective as of March 31, 2023 except as otherwise provi |
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| March 24, 2023 |
Exhibit 21.1 Guess?, Inc. List of Subsidiaries (as of January 28, 2023) Name of Subsidiary Country Percent Ownership G-LABS SAGL Switzerland 51% Grupo Guess, S. de R.L. de C.V. Mexico 51% Guess Apparel Andorra SLU Andorra 100% Guess Apparel Spain, S.L. Spain 100% Guess? Asia Limited Hong Kong 100% Guess? Asia Limited Taiwan Branch Taiwan 100% Guess Austria GmbH Austria 100% Guess Bel LLC Belarus 1 |
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| March 24, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended January 28, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-11893 GUESS?, INC |
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| March 14, 2023 |
Exhibit 99.1 GUESS?, INC. REPORTS FISCAL YEAR 2023 FOURTH QUARTER RESULTS Fourth Quarter Fiscal 2023 Results: Revenues Reached $818 Million, Up 2% in U.S. Dollars and Up 8% in Constant Currency Delivered Operating Margin of 12.7%; Adjusted Operating Margin of 13.1% EPS of $1.42 and Adjusted EPS of $1.74 Full Fiscal Year 2023 Results: Revenues Reached $2.7 Billion, Up 4% in U.S. Dollars and Up 12% |
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| March 14, 2023 |
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): March 14, 2023 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) |
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| February 10, 2023 |
GES / Guess ? Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7 )* Guess? Inc (Name of Issuer) Common Stock (Title of Class of Securities) 401617105 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 9, 2023 |
GES / Guess ? Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01023-guessinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Guess? Inc. Title of Class of Securities: Common Stock CUSIP Number: 401617105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule purs |
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| December 22, 2022 |
Exhibit 99.1 GUESS?, INC. ANNOUNCES EXPANDED $150 MILLION NORTH AMERICAN CREDIT FACILITY WITH SUSTAINABILITY-LINKED COMPONENT LOS ANGELES?December 22, 2022 ? Guess?, Inc. (NYSE:GES) today announced that it has expanded its access to capital in North America. The Company has entered into a $150 million senior secured asset-based revolving credit facility with a term of five years. This facility ame |
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| December 22, 2022 |
Exhibit 10.1 Execution Version AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT Dated as of December 20, 2022 GUESS?, INC., GUESS? RETAIL, INC., and GUESS.COM, INC. as U.S. Borrowers, GUESS? CANADA CORPORATION, as Canadian Borrower and VARIOUS GUARANTORS PARTY HERETO BANK OF AMERICA, N.A., as Agent BANK OF AMERICA, N.A., as Syndication Agent, Lead Arranger and Bookrunner, TABLE OF CONTEN |
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| December 22, 2022 |
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): December 20, 2022 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-11893 95-3679695 (Commission File Numbe |
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| December 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 29, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-11893 GU |
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| December 2, 2022 |
As filed with the Securities and Exchange Commission on December 2, 2022 As filed with the Securities and Exchange Commission on December 2, 2022 Registration No. |
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| December 2, 2022 |
EXHIBIT 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Guess?, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, par value of $0. |
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| November 22, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 22, 2022 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-11893 95-3679695 (Commission File Numbe |
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| November 22, 2022 |
Exhibit 99.1 GUESS?, INC. REPORTS FISCAL YEAR 2023 THIRD QUARTER RESULTS Q3 Fiscal 2023 Revenues Reached $633 Million, Down 2% in U.S. Dollars and Up 10% in Constant Currency Compared to Q3 Fiscal 2022 Delivered Q3 Operating Margin of 8.6%; Adjusted Operating Margin of 9.1% Q3 EPS of $0.34 and Adjusted EPS of $0.44 Expects Fiscal 2023 Revenue Growth of About 2.0% in U.S. Dollars, 10.5% in Constant |
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| September 2, 2022 |
Form of Non-Employee Director Restricted Stock Unit Agreement Under the 2004 Equity Incentive Plan. Exhibit 10.3 Award No. ?Number? RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE GUESS?, INC. 2004 EQUITY INCENTIVE PLAN This RESTRICTED STOCK UNIT AWARD AGREEMENT, dated as of the [DATE] (the ?Award Agreement?), is entered into by and between Guess?, Inc., a Delaware corporation (the ?Company?), and [?Name? ?LastName?] (the ?Grantee?). WHEREAS, the Grantee is currently a non-employee director (?El |
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| September 2, 2022 |
Form of Non-Employee Director Restricted Stock Agreement Under the 2004 Equity Incentive Plan. Exhibit 10.2 Award No. ?Number? RESTRICTED STOCK AWARD AGREEMENT UNDER THE GUESS?, INC. 2004 EQUITY INCENTIVE PLAN This RESTRICTED STOCK AWARD AGREEMENT, dated as of the [DATE] (the ?Award Agreement?), is entered into by and between Guess?, Inc., a Delaware corporation (the ?Company?), and [First Name Last Name] (the ?Grantee?). WHEREAS, the Grantee is currently a non-employee director (?Eligible |
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| September 2, 2022 |
Added Disclosures Regarding Russia-Ukraine Conflict CORRESP 1 filename1.htm September 2, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Karl Hiller Branch Chief Office of Energy & Transportation Re: Guess?, Inc. Form 10-K for the Fiscal Year Ended January 29, 2022 Filed March 24, 2022 File No. 001-11893 Dear Mr. Hiller, On behalf of Guess?, Inc. (which |
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| September 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-11893 GUESS |
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| September 2, 2022 |
2004 Equity Incentive Plan (amended and restated as of March 26, 2022). Exhibit 10.1 GUESS?, INC. 2004 EQUITY INCENTIVE PLAN (Amended and Restated as of March 26, 2022) 1. Purpose. The purposes of the Guess?, Inc. 2004 Equity Incentive Plan (the ?Plan?) are to attract, retain and motivate officers and other key employees, directors and consultants of Guess?, Inc., a Delaware corporation (the ?Company?), and its Subsidiaries (as hereinafter defined), to compensate them |
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| August 24, 2022 |
Exhibit 99.1 GUESS?, INC. REPORTS FISCAL YEAR 2023 SECOND QUARTER RESULTS Q2 Fiscal 2023 Revenues Reached $643 Million, Up 2% in U.S. Dollars and 12% in Constant Currency Compared to Q2 Fiscal 2022 Delivered Q2 Operating Margin of 8.3%; Adjusted Operating Margin of 8.7% Q2 EPS of $0.35 and Adjusted EPS of $0.39 Expects Fiscal 2023 Revenue Growth of About 1.5% in U.S. Dollars, 9.5% in Constant Curr |
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| August 24, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 24, 2022 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) |
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| August 12, 2022 |
CORRESP 1 filename1.htm August 12, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Karl Hiller Branch Chief Office of Energy & Transportation Re: Guess?, Inc. Form 10-K for the Fiscal Year Ended January 29, 2022 Filed March 24, 2022 File No. 001-11893 Dear Mr. Hiller, Guess?, Inc. (the “Company”) is in |
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| July 1, 2022 |
GES / Guess ? Inc. / MARCIANO PAUL - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Guess?, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 401617 10 5 (CUSIP Number) Paul Marciano Guess?, Inc. 1444 South Alameda Street Los Angeles, CA 90021 (213) 765-3100 (Name, Address and Telephone Number of Person Authorized to Rec |
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| July 1, 2022 |
GES / Guess ? Inc. / MARCIANO MAURICE - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 18)* Guess?, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 401617 10 5 (CUSIP Number) Maurice Marciano Guess?, Inc. 1444 South Alameda Street Los Angeles, CA 90021 (213) 765-3100 (Name, Address and Telephone Number of Person Authorized to |
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| June 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-11893 GUES |
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| June 2, 2022 |
2004 Equity Incentive Plan (Amended and Restated as of Exhibit 10.1 GUESS?, INC. 2004 EQUITY INCENTIVE PLAN (Amended and Restated as of March 26, 2022) 1. Purpose. The purposes of the Guess?, Inc. 2004 Equity Incentive Plan (the ?Plan?) are to attract, retain and motivate officers and other key employees, directors and consultants of Guess?, Inc., a Delaware corporation (the ?Company?), and its Subsidiaries (as hereinafter defined), to compensate them |
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| June 2, 2022 |
Exhibit 10.2 GUESS?, INC. 2002 EMPLOYEE STOCK PURCHASE PLAN (Amended and Restated Effective March 26, 2022) 1.Purpose. The Corporation maintains the Guess?, Inc. 2002 Employee Stock Purchase Plan, as amended and restated. The purpose of the Plan is to provide employees of the Company with an opportunity to purchase Common Stock of the Corporation through accumulated payroll deductions. This versio |
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| May 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware 1-11893 (State or other jurisdiction of incorporation) (Commission file number) Strada Regina 44, Bioggio, Switzerland CH-6934 (Address of principal executive offices) (Zip code) Dennis Secor (213) 765-3100 (Name |
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| May 27, 2022 |
Conflict Minerals Report for the reporting period from January 1 through December 31, 2021 EX-1.01 2 guess-conflictmineralsform.htm EX-1.01 Exhibit 1.01 Conflict Minerals Report Guess?, Inc. (“Guess”) has included this Conflict Minerals Report as an Exhibit to its Form SD as contemplated by Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD (the “Conflict Minerals Rule”). The date of filing of this Conflict Minerals Report is May 27, 2022. Unless the context i |
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| May 25, 2022 |
Exhibit 99.1 GUESS?, INC. REPORTS FISCAL YEAR 2023 FIRST QUARTER RESULTS Q1 Fiscal 2023 Revenues Reached $593 Million, Up 14% in U.S. Dollars and 21% in Constant Currency Compared to Q1 Fiscal 2022 Delivered Q1 Operating Margin of 6.1%; Adjusted Operating Margin of 7.0% Q1 EPS of $0.12 and Adjusted EPS of $0.24 Expects Fiscal 2023 Revenue Growth of About 4% in U.S. Dollars, 10% in Constant Currenc |
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| May 25, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 25, 2022 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) (I |
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| May 9, 2022 |
Exhibit 99.1 GUESS?, INC. ANNOUNCES NEW EUR 250 MILLION EUROPEAN CREDIT FACILITY WITH SUSTAINABILITY-LINKED COMPONENT LOS ANGELES?May 9, 2022 ? Guess?, Inc. (NYSE: GES) today announced that it has entered into a ?250 million revolving credit facility through its wholly-owned Swiss subsidiary, Guess Europe Sagl. The facility has an initial term of five years, with an option to extend the maturity d |
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| May 9, 2022 |
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): May 5, 2022 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) (IR |
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| May 9, 2022 |
Exhibit 10.1 EUR 250,000,000 Revolving Credit Facility Agreement for Guess Europe Sagl arranged by Credit Suisse (Switzerland) Ltd and UBS Switzerland AG as Mandated Lead Arrangers and Joint Bookrunners with UBS Switzerland AG acting as Agent dated 5 May 2022 Page 1 of 181 EUR 250,000,000 Revolving Credit Facility Agreement Table of Contents 1. Definitions and Interpretation 5 2. The Facility 32 3 |
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| April 26, 2022 |
Submission of Matters to a Vote of Security Holders 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): April 22, 2022 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) |
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| April 22, 2022 |
Guess?, Inc. Announces Results of Annual Meeting of Shareholders Exhibit 99.1 Guess?, Inc. Announces Results of Annual Meeting of Shareholders LOS ANGELES, April 22, 2022 ? Guess?, Inc. (NYSE: GES) (?Guess? or the ?Company?) today announced that based on preliminary vote results provided by its proxy solicitor following the Company?s 2022 Annual Meeting of Shareholders, Guess shareholders have voted to re-elect all four of its highly qualified director nominees |
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| April 22, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): April 22, 2022 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) |
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| April 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide |
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| April 18, 2022 |
DEFA14A 1 ges41822.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitt |
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| April 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide |
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| April 15, 2022 |
DEFA14A 1 d350106ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permi |
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| April 15, 2022 |
DEFA14A 1 ges41422.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitt |
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| April 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide |
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| April 13, 2022 |
DEFA14A 1 geshowtovote41322.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (a |
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| April 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide |
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| April 11, 2022 |
DFAN14A 1 dfan14a0905003804112022.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ |
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| April 11, 2022 | ||
| April 8, 2022 |
DEFA14A 1 ges4822.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte |
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| April 8, 2022 |
DFRN14A 1 dfrn14a0905003804072022.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: |
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| April 7, 2022 |
DEFA14A 1 d319428ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permi |
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| April 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive |
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| March 31, 2022 | ||
| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide |
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| March 30, 2022 |
PRRN14A 1 e621501prrn14a-guess.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ P |
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| March 30, 2022 |
DEFC14A 1 defc14a0905003803302022.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ |
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| March 28, 2022 |
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): March 25, 2022 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) |
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| March 28, 2022 |
Correspondence from Laurie Ann Goldman dated March 25, 2022 EXHIBIT 17 Confirming in light of my significant other commitments and the new Chair role I?ve taken on, I?ve decided not to stand for re-election to the Guess board at the upcoming annual meeting. |
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| March 28, 2022 |
GES / Guess ? Inc. / MARCIANO MAURICE - SC 13D Activist Investment SC 13D 1 mm13damendno173-28x22.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 17)* Guess?, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 401617 10 5 (CUSIP Number) Maurice Marciano Guess?, Inc. 1444 South Alameda Street Los Angeles, CA 90021 (213) 765-3100 (Name, Address an |
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| March 28, 2022 |
GES / Guess ? Inc. / MARCIANO PAUL - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Guess?, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 401617 10 5 (CUSIP Number) Paul Marciano Guess?, Inc. 1444 South Alameda Street Los Angeles, CA 90021 (213) 765-3100 (Name, Address and Telephone Number of Person Authorized to Rec |
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| March 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive |
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| March 24, 2022 |
GUESS?, INC. Exhibit 10.26 January 26, 2022 Mr. Paul Marciano Re: Secondment and Tax Protection Dear Paul: This letter confirms the terms of your secondment arrangement with Guess?, Inc., a Delaware corporation (the ?Company?), and Guess Europe Sagl, a Swiss limited liability company and an indirect wholly-owned subsidiary of the Company (the ?Subsidiary?). During the period of secondment (as set |
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| March 24, 2022 |
GUESS?, INC. Exhibit 10.18 January 26, 2022 Mr. Carlos Alberini Re: Secondment and Tax Protection Dear Carlos: This letter confirms the terms of your secondment arrangement with Guess?, Inc., a Delaware corporation (the ?Company?), and Guess Europe Sagl, a Swiss limited liability company and an indirect wholly-owned subsidiary of the Company (the ?Subsidiary?). During the period of secondment (as |
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| March 24, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended January 29, 2022 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-11893 GUESS?, INC |
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| March 24, 2022 |
Exhibit 21.1 Guess?, Inc. List of Subsidiaries (as of January 29, 2022) Name of Subsidiary Country Percent Ownership G-LABS SAGL Switzerland 51% Grupo Guess, S. de R.L. de C.V. Mexico 51% Guess Apparel Andorra SLU Andorra 100% Guess Apparel Spain, S.L. Spain 100% Guess? Asia Limited Hong Kong 100% Guess? Asia Limited Taiwan Branch Taiwan 100% Guess Austria GmbH Austria 100% Guess Bel LLC Belarus 1 |
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| March 24, 2022 |
Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK References to ?we,? ?us? and ?our? refer to Guess?, Inc. only and not to any of its subsidiaries. The following descriptions of our capital stock and certain provisions of our Restated Certificate of Incorporation, as amended (?Restated Certificate?) and Fourth Amended and Restated Bylaws (?Bylaws?) are summaries only. For more detailed information, see our |
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| March 23, 2022 |
PRRN14A 1 prrn14a0905003803232022.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: |
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| March 21, 2022 |
Exhibit 10.1 EXECUTION VERSION March 18, 2022 To: Guess?, Inc. 1444 South Alameda Street Los Angeles, California 90021 Attn: Jason Miller, General Counsel Telephone: 213-765-3630 From: Barclays Bank PLC 5 The North Colonnade Canary Wharf, London E14 4BB Facsimile: +44 (20) 777 36461 Telephone: +44 (20) 777 36810 c/o Barclays Capital Inc. as Agent for Barclays Bank PLC 745 Seventh Avenue New York, |
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| March 21, 2022 |
Press Release of Guess?, Inc. dated March 21, 2022 Exhibit 99.1 GUESS?, INC. ANNOUNCES NEW $175 MILLION ACCELERATED SHARE REPURCHASE PROGRAM LOS ANGELES, March 21, 2022 - Guess?, Inc. (NYSE: GES) (?the Company?) today announced that it has entered into an accelerated share repurchase agreement (?ASR?) to repurchase $175 million of its common stock. Carlos Alberini, Chief Executive Officer, commented, ?Guess is executing on a clearly defined busine |
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| March 21, 2022 |
Exhibit 10.1 EXECUTION VERSION March 18, 2022 To: Guess?, Inc. 1444 South Alameda Street Los Angeles, California 90021 Attn: Jason Miller, General Counsel Telephone: 213-765-3630 From: Barclays Bank PLC 5 The North Colonnade Canary Wharf, London E14 4BB Facsimile: +44 (20) 777 36461 Telephone: +44 (20) 777 36810 c/o Barclays Capital Inc. as Agent for Barclays Bank PLC 745 Seventh Avenue New York, |
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| March 21, 2022 |
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): March 18, 2022 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) |
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| March 21, 2022 |
GUESS?, INC. ANNOUNCES NEW $175 MILLION ACCELERATED SHARE REPURCHASE PROGRAM Exhibit 99.1 GUESS?, INC. ANNOUNCES NEW $175 MILLION ACCELERATED SHARE REPURCHASE PROGRAM LOS ANGELES, March 21, 2022 - Guess?, Inc. (NYSE: GES) (?the Company?) today announced that it has entered into an accelerated share repurchase agreement (?ASR?) to repurchase $175 million of its common stock. Carlos Alberini, Chief Executive Officer, commented, ?Guess is executing on a clearly defined busine |
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| March 21, 2022 |
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): March 18, 2022 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) |
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| March 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| March 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| March 16, 2022 |
Guess?, Inc. Announces CFO Transition Exhibit 99.2 Guess?, Inc. Announces CFO Transition LOS ANGELES ? March 16, 2022 ? Guess?, Inc. (NYSE: GES) today announced that Dennis Secor has been appointed Interim Chief Financial Officer for Guess?, effective April 1, 2022. Mr. Secor, a seasoned financial executive with significant experience in the apparel industry, previously served as Guess? CFO from 2006 to 2012 and succeeds Katie Anderso |
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| March 16, 2022 |
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): March 10, 2022 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) |
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| March 16, 2022 |
Exhibit 99.1 GUESS?, INC. REPORTS FISCAL YEAR 2022 FOURTH QUARTER RESULTS Q4 Fiscal 2022 Revenues Reached $800 Million, Up 23% Compared to Q4 Fiscal 2021 Delivered Q4 Operating Margin of 15.7% Q4 EPS of $1.04 and Adjusted EPS of $1.14 FY2022 Revenues Reached $2.59B, Up 38% Compared to FY2021 FY2022 Operating Margin of 11.8% and Adjusted Operating Margin of 12.0% FY2022 EPS of $2.57 and Adjusted EP |
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| March 16, 2022 |
Transition Agreement, dated March 14, 2022, between Guess?. Inc. and Kathryn Anderson Exhibit 10.1 TRANSITION AGREEMENT This Transition Agreement (this ?Agreement?) is made and entered into this 14th day of March, 2022 (the ?Effective Date?), by and between Guess?, Inc., a Delaware corporation (the ?Company?), and Kathryn Anderson (?Executive?). RECITALS Executive is employed by and an officer of the Company, and Executive has announced that she is resigning from the Company effect |
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| March 16, 2022 |
PREC14A 1 prec14a0905003803162022.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ |
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| March 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide |
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| March 16, 2022 |
Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into this 14th day of March, 2022 between Guess?, Inc., a Delaware corporation (the ?Company?), and Dennis Secor (the ?Executive?). W I T N E S E T H: WHEREAS, the Company desires to employ the Executive, and the Executive desires to accept such employment, on the terms and conditions set f |
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| March 10, 2022 |
Press Release of Guess?, Inc. dated March 10, 2022 Exhibit 99.1 Guess?, Inc. Issues Statement Regarding Legion Partners LOS ANGELES, March 10, 2022 ? Guess?, Inc. (NYSE: GES) (?Guess? or the ?Company?) today issued the following statement regarding recent public commentary by Legion Partners. Guess has a long track record of shareholder engagement and responsiveness. In line with this, members of our Board of Directors and management have met with |
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| March 10, 2022 |
DEFA14A 1 a8-kx31022.htm 8-K 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): March 10, 2022 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-11893 95-3679 |
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| March 10, 2022 |
Financial Statements and Exhibits, Other Events 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): March 10, 2022 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) |
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| March 10, 2022 |
Guess?, Inc. Issues Statement Regarding Legion Partners Exhibit 99.1 Guess?, Inc. Issues Statement Regarding Legion Partners LOS ANGELES, March 10, 2022 ? Guess?, Inc. (NYSE: GES) (?Guess? or the ?Company?) today issued the following statement regarding recent public commentary by Legion Partners. Guess has a long track record of shareholder engagement and responsiveness. In line with this, members of our Board of Directors and management have met with |
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| March 4, 2022 |
Financial Statements and Exhibits, Other Events 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): March 3, 2022 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) ( |
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| February 10, 2022 |
GES / Guess ? Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Guess? Inc. Title of Class of Securities: Common Stock CUSIP Number: 401617105 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13 |
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| February 8, 2022 |
GES / Guess ? Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* Guess? Inc (Name of Issuer) Common Stock (Title of Class of Securities) 401617105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 8, 2022 |
Exhibit 99.1 Guess?, Inc. Issues Statement in Response to Letter from Legion Partners Highlights Continued Successful Execution of Business Transformation LOS ANGELES?February 8, 2022?Guess?, Inc. today issued the following statement in response to a letter released by Legion Partners. Our Board of Directors and our management team have made significant progress to continue to position Guess? as a |
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| February 8, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): February 8, 2022 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 |
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| December 3, 2021 |
Non-Employee Directors’ Compensation Plan Exhibit 10.1 GUESS?, INC. NON-EMPLOYEE DIRECTORS? COMPENSATION PLAN (As Amended and Restated Effective May 20, 2016, and as Further Amended September 17, 2021) 1. Establishment; Purpose of the Plan. The Company hereby amends and restates the Plan effective as of the Shareholder Approval Date.(1) The purpose of the Plan is to enable the Company to attract and retain members of the Board who are not |
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| December 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-11893 GU |
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| November 23, 2021 |
EX-99.1 2 a991erq3fy22narrative.htm EX-99.1 Exhibit 99.1 GUESS?, INC. REPORTS FISCAL YEAR 2022 THIRD QUARTER RESULTS Q3 Fiscal 2022 Revenues Reached $643 Million, Up 13% Compared to Q3 Fiscal 2021, Up 4% Compared to Q3 Fiscal 2020 Delivered Operating Margin in Excess of 10.0% Q3 EPS of $0.45 and Adjusted EPS of $0.62 Raises Full-Year Outlook for Operating Margin to 11.0% Doubles Quarterly Cash Div |
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| November 23, 2021 |
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): November 23, 2021 GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-11893 95-3679695 (Commission File Numbe |
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| September 2, 2021 |
Exhibit 10.4 PERFORMANCE SHARE AWARD AGREEMENT (TSR) This PERFORMANCE SHARE AWARD AGREEMENT (this ?Agreement?), dated as of June 30, 2021 (the ?Date of Grant?), is entered into by and between GUESS?, INC., a Delaware corporation (the ?Company?), and Carlos Alberini (the ?Grantee?). RECITALS WHEREAS, the Company maintains the Guess?, Inc. 2004 Equity Incentive Plan (as Amended and Restated as of Ma |
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| September 2, 2021 |
Exhibit 10.3 RESTRICTED STOCK UNIT AGREEMENT This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of June 30, 2021 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and Carlos Alberini (the “Grantee”). RECITALS WHEREAS, the Company maintains the Guess?, Inc. 2004 Equity Incentive Plan (as Amended and Restated as of May 19, 2017 |
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| September 2, 2021 |
Exhibit 10.5 RESTRICTED STOCK UNIT AGREEMENT This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of June 30, 2021 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and Paul Marciano (the “Grantee”). RECITALS WHEREAS, the Company maintains the Guess?, Inc. 2004 Equity Incentive Plan (as Amended and Restated as of May 19, 2017) |
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| September 2, 2021 |
Exhibit 10.6 RESTRICTED STOCK UNIT AGREEMENT This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of June 30, 2021 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and Kathryn Anderson (the “Grantee”). RECITALS WHEREAS, the Company maintains the Guess?, Inc. 2004 Equity Incentive Plan (as Amended and Restated as of May 19, 201 |
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| September 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-11893 GUESS |
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| September 2, 2021 |
Guess?, Inc. Annual Incentive Bonus Plan. Exhibit 10.8 GUESS?, INC. ANNUAL INCENTIVE BONUS PLAN Section 1. Purposes The purposes of the Guess?, Inc. Annual Incentive Bonus Plan (this “Plan”) are to (i) attract, retain and motivate selected officers and other key employees of Guess?, Inc., a Delaware corporation (the “Company”), and its Subsidiaries (as defined in Section 3(c) below), and (ii) to provide the Company with a structure to awa |
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| September 2, 2021 |
EX-10.7 6 andersonkathryntsr63021.htm EX-10.7 Exhibit 10.7 PERFORMANCE SHARE AWARD AGREEMENT (TSR) This PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”), dated as of June 30, 2021 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and Kathryn Anderson (the “Grantee”). RECITALS WHEREAS, the Company maintains the Guess?, Inc. 2004 Equity I |
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| August 27, 2021 |
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): August 23, 2021 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) |
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| August 25, 2021 |
EX-99.1 2 a991erq2fy22narrative.htm EX-99.1 Exhibit 99.1 GUESS?, INC. REPORTS FISCAL YEAR 2022 SECOND QUARTER RESULTS Q2 Fiscal 2022 Revenues Reached $629 Million, Up 58% Compared to Q2 Fiscal 2021, Down 8% Compared to Q2 Fiscal 2020 More than Doubled Operating Margin Versus the Pre-Pandemic Levels to Reach 13.9% Q2 Earnings Per Share Increased by Over 2.5x Compared to Pre-Pandemic Levels to Finis |
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| August 25, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 25, 2021 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) |
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| July 2, 2021 |
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 30, 2021 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) ( |
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| July 2, 2021 |
Exhibit 10.2 PERFORMANCE SHARE AWARD AGREEMENT (STOCK PRICE) This PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”), dated as of June 30, 2021 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and Carlos Alberini (the “Grantee”). RECITALS WHEREAS, the Company maintains the Guess?, Inc. 2004 Equity Incentive Plan (as Amended and Restated |
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| July 2, 2021 |
Exhibit 10.1 GUESS?, INC. Extension of CEO Employment Agreement June 30, 2021 Carlos Alberini Re: Amendment of Employment Agreement Dear Carlos: As you know, you are party to an employment agreement with Guess?, Inc., a Delaware corporation (the ?Company?), dated January 27, 2019 (the ?Employment Agreement?). This letter amends Section 2 of your Employment Agreement to read as follows: ?2. EMPLOYM |
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| June 30, 2021 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF GUESS ?, INC., a Delaware corporation Guess ?, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the original Certificate of Incorporation of Guess ?, Inc. (the ?Corporation?) was filed with the Secretary of State of Delaware on |
