Schedule 14a information


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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 ý

 

Filed by a Party other than the Registrant o

 

Check the appropriate box:

 

 

 

o

 

Preliminary Proxy Statement

 

 

 

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

 

 

ý

 

Definitive Proxy Statement

 

 

 

o

 

Definitive Additional Materials

 

 

 

o

 

Soliciting Material under Rule 14a-12


 

 

 

 

 

GUESS?, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

 

ý

No fee required.

 

 

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

 

(1)

 

Title of each class of securities to which transaction applies:

         

 

 

 

 

 

(2)

 

Aggregate number of securities to which transaction applies:

         

 

 

 

 

 

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

 

(4)

 

Proposed maximum aggregate value of transaction:

         

 

 

 

 

 

(5)

 

Total fee paid:

         

 

 

 

 

o

Fee paid previously with preliminary materials.

 

 

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

 

 

(1)

 

Amount Previously Paid:

         

 

 

 

 

 

(2)

 

Form, Schedule or Registration Statement No.:

         

 

 

 

 

 

(3)

 

Filing Party:

         

 

 

 

 

 

(4)

 

Date Filed:

         


May 22, 2013

Dear Shareholder:

We are pleased to invite you to the annual meeting of shareholders of Guess?, Inc. to be held on Thursday, June 27, 2013, at 9:00 a.m., local time, at the Sofitel Los Angeles at Beverly Hills, 8555 Beverly Boulevard, Los Angeles, CA 90048.

At the annual meeting, you will be asked to: (i) elect two directors, (ii) ratify the appointment of the independent auditor for the fiscal year ending February 1, 2014, and (iii) consider such other business as may properly come before the annual meeting. The enclosed proxy statement more fully describes the details of the business to be conducted at the annual meeting.

Whether or not you plan to attend the annual meeting in person, your vote is very important. Accordingly, we hope that you will vote as soon as possible by using the telephone or Internet voting systems, or by completing and mailing the enclosed proxy card.

Thank you for your ongoing support of and continued interest in Guess?, Inc.



 

 

 

 

 

 

 

 

 

Maurice Marciano

 Chairman of the Board

 

 

 

 

 

Paul Marciano

 Chief Executive Officer and Vice Chairman of the Board



GUESS?, INC.

1444 South Alameda Street

Los Angeles, California 90021

______________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held on June 27, 2013

______________________________________________


 

 

 

 

 

Time and Date:

9:00 a.m., local time, on Thursday, June 27, 2013

 

 

Place:

Sofitel Los Angeles at Beverly Hills, 8555 Beverly Boulevard, Los Angeles, CA 90048

 

 

 

 

Items of Business:

1.

 

To elect two directors for a term of three years and until their successors are duly elected and qualified.

 

 

 

 

 

2.

 

To ratify the appointment of the independent auditor for the fiscal year ending February 1, 2014.

 

 

 

 

 

3.

 

To consider such other business as may properly come before the annual meeting.

 

 

 

 

Adjournments and Postponements:

Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.

 

 

Record Date:

You are entitled to vote at this annual meeting only if you were a Guess?, Inc. shareholder as of the end of business on May 8, 2013.

 

 

Admission:

Please note that space limitations make it necessary to limit attendance to shareholders and one guest. If your shares are held by a broker, bank or other nominee and you wish to attend the annual meeting, you must obtain a letter from the broker, bank or other nominee confirming your beneficial ownership of the shares as of the record date and bring it to the annual meeting. Admission to the annual meeting will be on a first-come, first-served basis. Cameras and recording devices will not be permitted at the annual meeting.

 

 

 

The annual meeting will begin promptly at 9:00 a.m., local time. Registration will begin at 8:30 a.m., local time.

 

 

Voting:

Your vote is very important. Whether or not you plan to attend the annual meeting, we encourage you to read this proxy statement and submit your proxy as soon as possible. You may submit your proxy for the annual meeting by using the telephone or Internet voting systems or by completing, signing, dating and returning your proxy card in the pre-addressed envelope provided. For specific instructions on how to vote your shares, please refer to the section entitled "Questions and Answers about the Proxy Materials and Annual Meeting" beginning on page 1 of this proxy statement and the instructions on the proxy card.

BY ORDER OF THE BOARD OF DIRECTORS,


 

 

 

 

 

 

 

Maurice Marciano

 Chairman of the Board

 

Paul Marciano

 Chief Executive Officer and Vice Chairman of the Board

This notice of annual meeting and proxy statement and form of proxy are being distributed on or about May 29, 2013.

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