GUESS INC. 2023-2024 Proxy Voting Records

Description as filed by funds: To elect seven directors to serve until the Company's 2025 annual meeting of shareholders and until their respective successors are duly elected and qualified or until their earlier resignation or removal: Thomas J. Barrack, Jr.

GUESS INC.’s own tally for this item (“Elect Director: Thomas J. Barrack, Jr.”): 46,024,255 for, 725,130 withheld, per its Form 8-K filed June 4, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “With respect to the election of seven directors to serve on the Company's Board of Directors as described above: 2 Based on the vote results set forth above, each of the director nominees was duly elected to hold office for a one-year term and until their respective successors are duly elected and …”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 84 asset managers below reported 12,061,322 for, 433,712 withheld, 992 not voted, 2 unknown.

Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.

Description as filed by funds: To elect seven directors to serve until the Company's 2025 annual meeting of shareholders and until their respective successors are duly elected and qualified or until their earlier resignation or removal: Alex Yemenidjian

GUESS INC.’s own tally for this item (“Elect Director: Alex Yemenidjian”): 44,977,712 for, 1,764,834 withheld, per its Form 8-K filed June 4, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “With respect to the election of seven directors to serve on the Company's Board of Directors as described above: 2 Based on the vote results set forth above, each of the director nominees was duly elected to hold office for a one-year term and until their respective successors are duly elected and …”
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 83 asset managers below reported 11,735,711 for, 749,853 withheld, 992 not voted, 2 unknown.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: To elect seven directors to serve until the Company's 2025 annual meeting of shareholders and until their respective successors are duly elected and qualified or until their earlier resignation or removal: Anthony Chidoni

GUESS INC.’s own tally for this item (“Elect Director: Anthony Chidoni”): 43,908,335 for, 2,834,210 withheld, per its Form 8-K filed June 4, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “With respect to the election of seven directors to serve on the Company's Board of Directors as described above: 2 Based on the vote results set forth above, each of the director nominees was duly elected to hold office for a one-year term and until their respective successors are duly elected and …”
Support: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 83 asset managers below reported 11,450,377 for, 1,035,187 withheld, 992 not voted, 2 unknown.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: To elect seven directors to serve until the Company's 2025 annual meeting of shareholders and until their respective successors are duly elected and qualified or until their earlier resignation or removal: Carlos Alberini

GUESS INC.’s own tally for this item (“Elect Director: Carlos Alberini”): 46,078,919 for, 663,624 withheld, per its Form 8-K filed June 4, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “With respect to the election of seven directors to serve on the Company's Board of Directors as described above: 2 Based on the vote results set forth above, each of the director nominees was duly elected to hold office for a one-year term and until their respective successors are duly elected and …”
Support: 99% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 83 asset managers below reported 12,170,903 for, 314,661 withheld, 992 not voted, 2 unknown.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: To elect seven directors to serve until the Company's 2025 annual meeting of shareholders and until their respective successors are duly elected and qualified or until their earlier resignation or removal: Deborah Weinswig

GUESS INC.’s own tally for this item (“Elect Director: Deborah Weinswig”): 46,480,662 for, 268,723 withheld, per its Form 8-K filed June 4, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “With respect to the election of seven directors to serve on the Company's Board of Directors as described above: 2 Based on the vote results set forth above, each of the director nominees was duly elected to hold office for a one-year term and until their respective successors are duly elected and …”
Support: 99.4% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 83 asset managers below reported 12,481,212 for, 4,352 withheld, 992 not voted, 2 unknown.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: To elect seven directors to serve until the Company's 2025 annual meeting of shareholders and until their respective successors are duly elected and qualified or until their earlier resignation or removal: Elsa Michael

GUESS INC.’s own tally for this item (“Elect Director: Elsa Michael”): 42,446,350 for, 4,296,196 withheld, per its Form 8-K filed June 4, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “With respect to the election of seven directors to serve on the Company's Board of Directors as described above: 2 Based on the vote results set forth above, each of the director nominees was duly elected to hold office for a one-year term and until their respective successors are duly elected and …”
Support: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 83 asset managers below reported 10,606,537 for, 1,879,027 withheld, 992 not voted, 2 unknown.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: To elect seven directors to serve until the Company's 2025 annual meeting of shareholders and until their respective successors are duly elected and qualified or until their earlier resignation or removal: Paul Marciano

GUESS INC.’s own tally for this item (“Elect Director: Paul Marciano”): 45,856,833 for, 885,713 withheld, per its Form 8-K filed June 4, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “With respect to the election of seven directors to serve on the Company's Board of Directors as described above: 2 Based on the vote results set forth above, each of the director nominees was duly elected to hold office for a one-year term and until their respective successors are duly elected and …”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 83 asset managers below reported 12,037,819 for, 447,745 withheld, 992 not voted, 2 unknown.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: To approve an amendment to our Restated Certificate of Incorporation to provide for officer exculpation and update indemnification and advancement provisions.

GUESS INC.’s own tally for this item (“5. With respect to amending the Company's Restated Certificate of Incorporation to provide for officer exculpation and update the indemnification and advancement provisions therein”): 37,271,362 for, 9,456,976 against — passed, per its Form 8-K filed June 4, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the votes set forth above, the amendment to the Company's Restated Certificate of Incorporation to provide for officer exculpation and update the indemnification and advancement provisions therein was approved.”
Support: 80% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 84 asset managers below reported 9,147,415 for, 3,346,549 against, 1,070 abstained, 992 not voted, 2 unknown.

Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.

Description as filed by funds: To approve an amendment to our Restated Certificate of Incorporation to clarify, eliminate or update certain miscellaneous provisions.

The 29 asset managers below reported 87,441 for, 823 withheld, 1,490,139 abstained, 2 unknown. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 29 asset managers. See all 29 in the interactive database.

Description as filed by funds: To approve an amendment and restatement of our 2004 Equity Incentive Plan (the "Plan"), including to increase by 3,890,000 shares the number of shares of common stock of the Company for issuance under the Plan.

GUESS INC.’s own tally for this item (“4. With respect to the approval of the amended and restated 2004 Equity Incentive Plan”): 45,456,429 for, 1,274,672 against — passed, per its Form 8-K filed June 4, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the vote results set forth above, the amended and restated 2004 Equity Incentive Plan was approved.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of GUESS INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Amend Omnibus Stock Plan” (2 managers, 156,550 against, 992 not voted).

The 83 asset managers below reported 11,902,086 for, 435,328 against, 1,236 abstained, 2 unknown.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: Advisory vote on the compensation of our named executive officers.

GUESS INC.’s own tally for this item (“2. With respect to the advisory vote to approve the compensation of the Company's named executive officers”): 39,297,915 for, 7,427,620 against — passed, per its Form 8-K filed June 4, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the vote results set forth above, the advisory vote on the compensation of the Company's named executive officers was approved.”
Support: 84% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 83 managers: 8,175,590 for, 4,318,324 against, 1,070 abstained, 992 not voted, 2 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 168 managers: 5,882,601 for, 3,115,986 against, 5,000 abstained, 224 not voted. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To ratify the appointment of the independent auditor for the fiscal year ending February 1, 2025.

GUESS INC.’s own tally for this item (“3. With respect to the ratification of the appointment of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending February 1, 2025”): 50,177,806 for, 495,093 against — passed, per its Form 8-K filed June 4, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the vote results set forth above, the appointment of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending February 1, 2025 was duly ratified.”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 84 asset managers below reported 12,171,744 for, 322,220 against, 1,070 abstained, 992 not voted, 2 unknown.

Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.