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Compiled from SEC Form N-PX filings and Guess?, Inc.’s Form 8-K, filed November 25, 2025 (Item 5.07 on EDGAR). Page generated October 14, 2026.
Meeting of November 21, 2025: 3 items on Guess?, Inc.’s Form 8-K, filed November 25, 2025: 1 approved · 2 without a stated outcome.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore Guess?, Inc. in the interactive database Compare manager voting policies
These tallies are Guess?, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed November 25, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Statutory Merger Approval | 41,501,758 | 484,707 | 81,029 | -- | 0 | 99% | Not verified | — |
| Unaffiliated Stockholder Approval | 14,296,425 | 484,707 | 81,029 | -- | 0 | 97% | Not verified | — |
| 2. Compensation Proposal: At the Special Meeting, the Company's stockholders voted upon a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers in connection with | 30,282,011 | 11,685,202 | 100,277 | -- | 0 | 72% | Approved | a majority of the shares present or represented |
Source: Guess?, Inc., Form 8-K, filed with the SEC on November 25, 2025 — read the filing on EDGAR.
Each item below shows how the 179 asset managers that disclosed a Guess?, Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Guess?, Inc.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.
Combines 4 wordings of this item as funds reported it.
99% Majority: yes · of votes cast
Description as filed by funds: To adopt the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time, the "Merger Agreement"), dated as of August 20, 2025, by and among Guess?, Inc. ("Guess"), Authentic Brands Group LLC, Glow HoldCo 1, Inc. ("Parent") and Glow Merger Sub 1, Inc. ("Merger Sub") and approve the merger of Merger Sub, a wholly owned subsidiary of Parent, with and into Guess (the "Merger"), and a resolution approving the Disposition (as defined in the Proxy Statement) (the "Merger Proposal").
Guess?, Inc.’s own tally for this item (“Statutory Merger Approval”): 41,501,758 for, 484,707 against, per its Form 8-K filed November 25, 2025 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 45 asset managers below reported 8,025,572 for, 30,733 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 2,379,430 | 0 | 0 | 0 | For |
| Vanguard | 1,903,898 | 3 | 0 | 0 | For |
| American Century | 1,155,055 | 0 | 0 | 0 | For |
| Dimensional | 717,706 | 0 | 0 | 0 | For |
| State Street | 438,091 | 0 | 0 | 0 | For |
| Global X | 391,512 | 0 | 0 | 0 | For |
| Charles Schwab | 342,676 | 0 | 0 | 0 | For |
| Fidelity | 176,677 | 0 | 0 | 0 | For |
| WisdomTree | 76,491 | 0 | 0 | 0 | For |
| Jackson National | 64,638 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 53,621 | 0 | 0 | 0 | For |
| NEXPOINT FUNDS I | 46,172 | 0 | 0 | 0 | For |
| First Trust | 40,725 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 38,821 | 0 | 0 | 0 | For |
| FORUM FUNDS II | 0 | 30,730 | 0 | 0 | Against |
| BNY Mellon | 26,850 | 0 | 0 | 0 | For |
| Principal | 26,455 | 0 | 0 | 0 | For |
| Guggenheim | 14,793 | 0 | 0 | 0 | For |
| Catholic Responsible Investments Funds | 12,739 | 0 | 0 | 0 | For |
| Mercer Funds | 12,689 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 12,246 | 0 | 0 | 0 | For |
| Lincoln Financial | 11,839 | 0 | 0 | 0 | For |
| Allianz | 11,576 | 0 | 0 | 0 | For |
| Northwestern Mutual | 10,561 | 0 | 0 | 0 | For |
| T. Rowe Price | 8,920 | 0 | 0 | 0 | For |
Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.
100% of fund votes cast · no official result
The 2 asset managers below reported 27,882 for. 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Empower | 24,282 | 0 | 0 | 0 | For |
| CLEARWATER INVESTMENT TRUST | 3,600 | 0 | 0 | 0 | For |
Combines 3 wordings of this item as funds reported it.
94% of fund votes cast · no official result
Description as filed by funds: To adjourn the Special Meeting of Stockholders, from time to time, to a later date or dates, if deemed by the Special Committee, composed solely of independent and disinterested directors and formed by the Guess Board of Directors, to be necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Proposal.
The 45 asset managers below reported 7,566,442 for, 488,905 against, 1,070 abstained. 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 2,379,430 | 0 | 0 | 0 | For |
| Vanguard | 1,903,900 | 1 | 0 | 0 | For |
| American Century | 1,155,055 | 0 | 0 | 0 | For |
| Dimensional | 717,706 | 0 | 0 | 0 | For |
| State Street | 1,576 | 436,515 | 0 | 0 | Against |
| Global X | 391,512 | 0 | 0 | 0 | For |
| Charles Schwab | 342,676 | 0 | 0 | 0 | For |
| Fidelity | 176,677 | 0 | 0 | 0 | For |
| WisdomTree | 76,491 | 0 | 0 | 0 | For |
| Jackson National | 64,638 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 53,621 | 0 | 0 | 0 | For |
| NEXPOINT FUNDS I | 46,172 | 0 | 0 | 0 | For |
| First Trust | 40,725 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 38,821 | 0 | 0 | 0 | For |
| FORUM FUNDS II | 0 | 30,730 | 0 | 0 | Against |
| BNY Mellon | 26,850 | 0 | 0 | 0 | For |
| Principal | 26,455 | 0 | 0 | 0 | For |
| Guggenheim | 14,793 | 0 | 0 | 0 | For |
| Catholic Responsible Investments Funds | 0 | 12,739 | 0 | 0 | Against |
| Mercer Funds | 12,689 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 12,246 | 0 | 0 | 0 | For |
| Lincoln Financial | 11,839 | 0 | 0 | 0 | For |
| Allianz | 11,576 | 0 | 0 | 0 | For |
| Northwestern Mutual | 10,561 | 0 | 0 | 0 | For |
| T. Rowe Price | 0 | 8,920 | 0 | 0 | Against |
Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.
100% of fund votes cast · no official result
The 2 asset managers below reported 27,882 for. 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Empower | 24,282 | 0 | 0 | 0 | For |
| CLEARWATER INVESTMENT TRUST | 3,600 | 0 | 0 | 0 | For |
Combines 6 wordings of this item as funds reported it.
72% Approved · of votes cast
Description as filed by funds: To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Guess to its named executive officers in connection with the Merger.
Guess?, Inc.’s own tally for this item (“2. Compensation Proposal: At the Special Meeting, the Company's stockholders voted upon a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its name”): 30,282,011 for, 11,685,202 against — passed, per its Form 8-K filed November 25, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “2 At the Special Meeting, the Company's stockholders approved, on a non-binding advisory basis, the Compensation Proposal as follows:”
Support: 72% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the shares present or represented (“majority of shares of the Company Common Stock present”).
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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 0 | 2,379,430 | 0 | 0 | Against |
| Vanguard | 1,896,505 | 7,396 | 0 | 0 | For |
| American Century | 0 | 1,155,055 | 0 | 0 | Against |
| Dimensional | 0 | 717,706 | 0 | 0 | Against |
| State Street | 403 | 437,688 | 0 | 0 | Against |
| Global X | 0 | 391,512 | 0 | 0 | Against |
| Charles Schwab | 0 | 342,676 | 0 | 0 | Against |
| Fidelity | 0 | 176,677 | 0 | 0 | Against |
| WisdomTree | 0 | 76,491 | 0 | 0 | Against |
| Jackson National | 0 | 64,638 | 0 | 0 | Against |
| Columbia Threadneedle | 0 | 53,621 | 0 | 0 | Against |
| NEXPOINT FUNDS I | 0 | 46,172 | 0 | 0 | Against |
| First Trust | 40,725 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 38,821 | 0 | 0 | 0 | For |
| FORUM FUNDS II | 0 | 30,730 | 0 | 0 | Against |
| BNY Mellon | 0 | 26,850 | 0 | 0 | Against |
| Principal | 0 | 26,455 | 0 | 0 | Against |
| Guggenheim | 0 | 14,793 | 0 | 0 | Against |
| Catholic Responsible Investments Funds | 0 | 12,739 | 0 | 0 | Against |
| Mercer Funds | 0 | 12,689 | 0 | 0 | Against |
| RBB FUND, INC. | 12,246 | 0 | 0 | 0 | For |
| Lincoln Financial | 0 | 11,839 | 0 | 0 | Against |
| Allianz | 0 | 11,576 | 0 | 0 | Against |
| Northwestern Mutual | 0 | 10,561 | 0 | 0 | Against |
| T. Rowe Price | 0 | 8,920 | 0 | 0 | Against |
Fund voting reports, all 45 managers: 1,996,670 for, 6,058,677 against, 1,070 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| American Century | 0 | 1,184,301 | 0 | 0 | Against |
| BlackRock | 123,780 | 421,832 | 0 | 0 | Mixed |
| Charles Schwab | 0 | 388,800 | 0 | 0 | Against |
| Tieton Capital Management, LLC | 0 | 335,844 | 0 | 0 | Against |
| Alberta Investment Management Corp | 0 | 327,902 | 0 | 0 | Against |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 0 | 250,626 | 0 | 0 | Against |
| Dimensional | 0 | 246,840 | 0 | 0 | Against |
| State Street | 0 | 180,457 | 0 | 0 | Against |
| AQR | 0 | 161,648 | 0 | 0 | Against |
| GEODE CAPITAL MANAGEMENT, LLC | 0 | 148,492 | 0 | 0 | Against |
| PRINCIPAL GLOBAL INVESTORS | 0 | 145,308 | 0 | 0 | Against |
| Two Sigma | 0 | 120,904 | 0 | 0 | Against |
| CREDIT INDUSTRIEL ET COMMERCIAL | 118,288 | 0 | 0 | 0 | For |
| Northern Trust | 0 | 99,953 | 0 | 0 | Against |
| MELLON INVESTMENTS Corp | 0 | 93,911 | 0 | 0 | Against |
| LSV ASSET MANAGEMENT | 0 | 91,124 | 0 | 0 | Against |
| Vanguard | 71,846 | 17,985 | 0 | 0 | Mixed |
| UI BVK Kapitalverwaltungsgesellschaft mbH | 0 | 88,400 | 0 | 0 | Against |
| Slotnik Capital, LLC | 79,974 | 0 | 0 | 0 | For |
| Man Group plc | 0 | 69,039 | 0 | 0 | Against |
| UBS | 0 | 66,036 | 0 | 0 | Against |
| PUBLIC SECTOR PENSION INVESTMENT BOARD | 0 | 65,235 | 0 | 0 | Against |
| BNY Mellon | 0 | 64,996 | 0 | 0 | Against |
| MASO CAPITAL PARTNERS Ltd | 0 | 0 | 54,600 | 0 | Abstain |
| T. Rowe Price | 0 | 51,749 | 0 | 0 | Against |
Institutional-manager reports, all 144 managers: 439,332 for, 5,220,280 against, 54,600 abstained, 1,517 not voted. Showing the 25 largest; see all in the interactive database.
0.2% Fund and manager reports combined; may count the same shares twice · no official result
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). 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Empower | 0 | 24,282 | 0 | 0 | Against |
| CLEARWATER INVESTMENT TRUST | 0 | 3,600 | 0 | 0 | Against |
Fund voting reports, all 2 managers: 27,882 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| ALGERT GLOBAL LLC | 0 | 0 | 16,590 | 0 | Abstain |
| APG Asset Management US Inc. | 0 | 800 | 0 | 0 | Against |
| Coyle Financial Counsel LLC | 50 | 0 | 0 | 0 | For |
Institutional-manager reports, all 3 managers: 50 for, 800 against, 16,590 abstained.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 52,011,369 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | BlackRock | 4.57% |
| 2 | Vanguard | 3.66% |
| 3 | American Century | 2.22% |
| 4 | Dimensional | 1.38% |
| 5 | State Street | 0.84% |
| 6 | Global X | 0.75% |
| 7 | Charles Schwab | 0.66% |
| 8 | Fidelity | 0.34% |
| 9 | WisdomTree | 0.15% |
| 10 | Jackson National | 0.12% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | American Century | 2.28% |
| 2 | BlackRock | 1.05% |
| 3 | Charles Schwab | 0.75% |
| 4 | Tieton Capital Management, LLC | 0.65% |
| 5 | Alberta Investment Management Corp | 0.63% |
| 6 | PARAMETRIC PORTFOLIO ASSOCIATES LLC | 0.48% |
| 7 | Dimensional | 0.47% |
| 8 | State Street | 0.35% |
| 9 | AQR | 0.31% |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.29% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| Paul Marciano | 28.70% | DEF14A |
| Maurice Marciano | 9.42% | DEF14A |
| Dimensional Fund Advisors LP | 6.74% | DEF14A |
| BlackRock, Inc. | 6.56% | DEF14A |
| Carlos Alberini | 4.56% | DEF14A |
| Vanguard Group | 4.49% | 13F |
| Morgan Stanley | 0.83% | 13F |
| Fabrice Benarouche | 0.46% | DEF14A |
| Anthony Chidoni | 0.42% | DEF14A |
| Alex Yemenidjian | 0.35% | DEF14A |
Percentages above are of 52,011,369 shares outstanding, as reported by Guess?, Inc. on its Form 10-Q dated May 3, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Guess?, Inc.’s 10-Q dated May 3, 2025. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.
At Guess?, Inc.'s shareholder meeting held November 21, 2025, in the 2025-2026 proxy season, 179 asset managers reported how they voted in their SEC Form N-PX filings, covering 567 separate fund positions. Their filings are grouped here into 6 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — To approve, on a non-binding, advisory basis, the compensation that will or may become payable… — Guess?, Inc.'s filing reports the proposal as approved, with 72% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: Guess?, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on November 25, 2025.
Guess?, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.