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:

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):

Preliminary Copy

May 17, 2018[    ], 2021

Dear Shareholder:

We are pleased to invite you to the annual meeting of shareholders of Guess?, Inc. to be held on Tuesday,Thursday, June 19, 2018,24, 2021, at 9:00 a.m. (PDT). Due to the unprecedented public health impact of the COVID-19 pandemic and to support the health and well-being of our communities, associates, shareholders and other stakeholders, this year’s annual meeting will be conducted completely virtually, via a live audio webcast; there will be no physical meeting location. You will be able to attend and participate in the annual meeting by visiting www.meetingcenter.io/273147906 (password GES2021), local time, atwhere you will be able to listen to the Beverly Hills Hotel, 9641 Sunset Boulevard, Beverly Hills, California 90210.meeting live, submit questions, and vote.

At the annual meeting, you will be asked to: (i) approve an amendment to the Company’s Restated Certificate of Incorporation to declassify the Board of Directors (“Proposal No. 1”), (ii) if Proposal No. 1 is approved by shareholders, to elect twothree directors (ii)to serve until the Company’s 2022 annual meeting of shareholders, and if Proposal No. 1 is not approved by shareholders, to elect three directors to serve for a term of three years, (iii) cast an advisory vote on the compensation of our named executive officers, (iii)(iv) ratify the appointment of the independent auditor for the fiscal year ending February 2, 2019, (iv) if properly presented at the annual meeting, vote on a shareholder proposal regarding shareholder approval of future severance arrangements with senior executives,January 29, 2022, and (v) 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,virtually, your vote is very important. Accordingly, we hope that you will vote as soon as possible by using the Internet or telephone voting systems, or by completing and mailing the enclosed proxy card.

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

Preliminary Copy

GUESS?, INC.

1444 South Alameda Street

Los Angeles, California 90021

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held on June 19, 201824, 2021

This notice of annual meeting and proxy statement and form of proxy are being distributed on or about May 22, 2018.[    ], 2021.

Preliminary Copy

GUESS?, INC.

1444 South Alameda Street

Los Angeles, California 90021

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS

To be held on June 19, 201824, 2021

This proxy statement (the “Proxy Statement”) and the enclosed form of proxy are being furnished commencing on or about May 22, 2018,[    ], 2021, in connection with the solicitation by the Board of Directors (the “Board of Directors” or the “Board”) of Guess?, Inc. (the “Company”) of proxies in the enclosed form for use at the 20182021 annual meeting of shareholders (the “Annual Meeting”) to be held at the Beverly Hills Hotel, 9641 Sunset Boulevard, Beverly Hills, California 90210, on Tuesday,Thursday, June 19, 2018,24, 2021, at 9:00 a.m. (PDT), local time, and any adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL MEETING

Shareholders may request another free copy of the fiscal 20182021 Annual Report on Form 10-K from:

Guess?, Inc.

Attn: Investor Relations

1444 South Alameda Street

Los Angeles, California 90021

(213) 765-5578

http://investors.guess.com

The Company will also furnish any exhibit to the fiscal 20182021 Annual Report on Form 10-K if specifically requested.

Board (“Proposal No. 1”);

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For a shareholder proposal to be properly presented at the Annual Meeting, the shareholder that submitted the proposal (or a qualified representative of that shareholder) must appear at the Annual Meeting to present the proposal. Pursuant to the bylaws of the Company (the “Bylaws”), the chairperson of the Annual Meeting will determine whether any business proposed to be transacted by the shareholders has been properly brought before the Annual Meeting and, if the chairperson should determine it has not been properly brought before the meeting, the business will not be presented for shareholder action at the meeting, even if we have received proxies in respect of the vote on such matter.

We will also consider other business that properly comes before the Annual Meeting.

2022.

Unless instructed to the contrary in the proxy, the shares represented by the proxies will be voted as recommended by the Board.

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Attendance at the virtual Annual Meeting will not revoke a proxy unless you actually vote in person atelectronically during the virtual meeting.

Computershare

P.O. Box 505000

Louisville, KY 40233-5000

(877) 282-1168 or

(781) 575-4593

www.computershare.com/investor

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The three candidates for director receiving the most “for” votes will be elected directors of the Company. Shareholders may not cumulate their votes.

All other proposals require the affirmative “for” vote of a majority of those shares present in person or represented by proxy and entitled to vote on those proposals at the Annual Meeting. Please note, however, that all the proposals, except for the proposal to amend our Restated Certificate of Incorporation to declassify our Board and the proposal concerning the election of the twothree nominees to serve on the Board, are advisory only and will not be binding. The results of the votes on these proposals will be taken into consideration by the Company, our Board or the appropriate committee of our Board, as applicable, when making future decisions regarding these matters.

A properly executed proxy marked “Withhold” with respect to the election of directors or “Abstain” with respect to any proposalof the other proposals will not be voted, although it will be counted for purposes of determining whether there is a quorum. BecauseWithhold votes will have no effect on the election of directors. However, because abstentions represent shares entitled to vote, the effect of an abstention with respect to any of the other proposals will be the same as a vote against athe proposal. However, abstentions will have no effect on the election of directors.

Your broker will provide you with directions on voting your shares, and you should instruct your broker to vote your shares according to those instructions.

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Shareholder Proposals: For a shareholder proposal to be considered for inclusion in the Company’s proxy statement for the annual meeting next year, the written proposal must be received by the Corporate Secretary of the Company at our principal executive offices no later than January 22, 2019.[    ], 2022. If the date of next year’s annual meeting is moved more than 30 days before or after the anniversary date of the Annual Meeting, the deadline for inclusion of proposals in our proxy statement is instead a reasonable time before we begin to print and mail our proxy materials. Such proposals also will need to comply with Securities and Exchange Commission (“SEC”) regulations under Rule 14a-8 regarding the inclusion of shareholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

Guess?, Inc.

Attn: Corporate Secretary

1444 South Alameda Street

Los Angeles, California 90021

For a shareholder proposal that is not intended to be included in the Company’s proxy statement under Rule 14a-8 for the annual meeting next year, the shareholder must deliver a proxy statement and form of proxy to holders of a sufficient number of shares of Common Stock to approve that proposal, provide the information required by theSection 2.09 of our Third Amended and Restated Bylaws (the “Bylaws”) and give timely notice to the Corporate Secretary of the Company in accordance with such section of the Bylaws, which, in general, require that the notice be received by the Corporate Secretary of the Company:

If the date of next year’s annual meeting is moved more than 30 days before or after the anniversary date of the Annual Meeting, then notice of a shareholder proposal that is not intended to be included in the Company’s proxy statement under Rule 14a-8 must be received no later than the close of business on the tenth day following the day on which notice of the date of such annual meeting is mailed to the shareholders or the date on which public disclosure of the date of such annual meeting is made, whichever is first.

Nomination of Director Candidates: You may proposeFor a shareholder to nominate a director candidates for considerationelection to the Board at the annual meeting next year, the shareholder must provide the information required by Section 3.03 of the Board’s NominatingBylaws and Governance Committeegive timely notice to the Corporate Secretary of the Company in accordance with the procedures set forth insuch section of the Bylaws, as summarized underwhich, in general, require that the caption “Corporate Governancenotice be received by the Corporate Secretary of the Company:

If the date of next year’s annual meeting is moved more than 30 days before or after the anniversary date of the Annual Meeting, then notice of a director nomination must be received no later than the close of business on the tenth day following the day on which notice of the date of such annual meeting is mailed to the shareholders or the date on which public disclosure of the date of such annual meeting is made, whichever is first.

Copy of Bylaw Provisions: You may contact the Company’s Corporate Secretary at our principal executive offices for a copy of the relevant Bylaw provisions regarding the requirements for makingproviding notice of shareholder proposals and nominatingor director candidates.nominations under the advance notice provisions of the Bylaws. The Bylaws also are available on the Company’s website athttp://investors.guess.com.

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IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS

Throughout this Proxy Statement, we make “forward-looking” statements, which are not historical facts, but are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to expectations, analyses and other information based on current plans, forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our current business strategies, and strategic initiatives, goals and future prospects, capital allocation plans and cash needs.prospects. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “continue,” “could,” “create,” “estimate,” “expect,” “goal,” “intend,” “may,” “outlook,” “pending,” “plan,” “predict,” “project,” “see,” “should,” “strategy,” “will,” “would,” and other similar terms and phrases, including references to assumptions.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. These forward-looking statementsFactors which may cause actual results in future periods to differ materially from current expectations include, among others: our ability to maintain our brand image and reputation; domestic and international economic or political conditions, including economic and other things, statementsevents that could negatively impact consumer confidence and discretionary consumer spending; the continuation or assumptions relating to:worsening of impacts related to the COVID-19 pandemic, including business, financial, human capital, litigation and other impacts to the Company and its partners; our expected results of operations; the accuracy of data relatingability to and anticipatedsuccessfully negotiate rent relief or other lease-related terms with our landlords; our ability to successfully negotiate or defer our vendor obligations; our ability to maintain adequate levels of futureliquidity; changes to estimates related to impairments, inventory and gross margins; anticipated cash requirements and sources; cost containment efforts; estimated charges; plans regarding store openings, closings, remodels and lease negotiations; plans regarding the relocation of the Company’s European distribution center to a new facility in the Netherlands; plans regarding business growth, international expansion and capital allocation; plans regarding supply chain efficiencies and global planning and allocation; e-commerce, digital and omni-channel initiatives; business seasonality; results and risks of current and future legal proceedings, including the investigation by the European Commission regarding the potential breach of certain European Union competition rules by the Company; industry trends; consumer demands and preferences; competition; currency fluctuations and related impacts; estimated tax rates,other reserves, including the impact of the Tax CutsCARES Act, which were made using the best information available at the time; changes in the competitive marketplace and Jobs Actin our commercial relationships; our ability to anticipate and adapt to changing consumer preferences and trends; our ability to manage our inventory commensurate with customer demand; risks related to the timing and costs of 2017delivering merchandise to our stores and our wholesale customers; unexpected or unseasonable weather conditions; our ability to effectively operate our various retail concepts, including securing, renewing, modifying or terminating leases for store locations; our ability to successfully and/or timely implement our growth strategies and other strategic initiatives; our ability to successfully implement or update information technology systems, including enhancing our global omni-channel capabilities; our ability to expand internationally and operate in regions where we have less experience, including through joint ventures; risks related to our convertible senior notes issued in April 2019, including our ability to settle the liability in cash; our ability to successfully or timely implement plans for cost reductions; our ability to effectively and efficiently manage the volume and costs associated with our European distribution centers without incurring shipment delays; our ability to attract and retain key personnel; obligations or changes to provisional estimates; results ofin estimates arising from new or existing litigation, income tax audits and other regulatory proceedings; risks related to the complexity of the Tax Reform, future clarifications and legislative amendments thereto, as well as our ability to accurately interpret and predict its impact on our cash flows and financial condition; the risk of economic uncertainty associated with the United Kingdom’s departure from the European Union (“Brexit”) or any other similar referendums that may be held; the occurrence of unforeseen epidemics, such as the COVID-19 pandemic; other catastrophic events; changes in U.S. or foreign income tax or tariff policy, including changes to tariffs on imports into the U.S.; risk of future non-cash asset impairments, including goodwill, right-of-use lease assets and/or other store asset impairments; restructuring charges; our ability to adapt to new regulatory compliance and disclosure obligations; risks associated with our foreign operations, such as violations of laws prohibiting improper payments and the burdens of complying with a variety of foreign laws and regulations (including global data privacy regulations); risks associated with the acts or omissions of our third party vendors, including a failure to comply with our vendor code of conduct or other policies; risks associated with cyber-attacks and other cyber security risks; risks associated with our ability to properly collect, use, manage and secure consumer and employee data; risks associated with our vendors’ ability to maintain the strength and security of information technology systems; and changes in economic, political, social and other conditions affecting our foreign operations and sourcing, including the impact of recent accounting pronouncements; raw materialcurrency fluctuations, global income tax rates and other inflationary cost pressures; consumer confidence;economic and general economic conditions. We do not intend, and undertake no obligation, to update our forward-looking statements to reflect future events or circumstances. Such statements involve risks and uncertainties,market conditions in the various countries in which may cause actual results to differ materially from those set forth in these statements.we operate. Important factors that could cause or contribute to such differences include those discussed under “Part I, Item 1A. Risk Factors” contained in the Company’s Annual Report on Form 10-K for the Fiscal Year Ended February 3, 2018.January 30, 2021.

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You are cautioned not to place undue reliance on the forward-looking statements included herein, which speak only as of the date of this Proxy Statement. We do not intend, and undertake no obligation, to update our forward-looking statements to reflect future events or circumstances.

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING TO BE HELD ON JUNE 19, 201824, 2021

This Proxy Statement and our Annual Report on Form 10-K for the Fiscal Year Ended February 3, 2018January 30, 2021 are available atwww.edocumentview.com/ges.

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PROPOSAL NO. 1: ELECTIONDECLASSIFICATION OF TWOTHE COMPANY’S BOARD OF DIRECTORS

(Item 1 on Proxy Card)

Background

Pursuant to the Company’s Restated Certificate of Incorporation, the Board is currently divided into three classes of directors serving staggered three-year terms (Classes I, II and III), with each class as nearly equal in number as possible. The Bylaws authorize a Board consisting of not less than three or more than fifteen directors. The Board currently consists of nine members, of whom Maurice Marciano, Laurie Ann Goldman and Gianluca Bolla are Class I directors; Anthony Chidoni, Cynthia Livingston and Paul Marciano are Class II directors; and Carlos Alberini, Deborah Weinswig and Alex Yemenidjian are Class III directors. The terms for the Class I directors are scheduled to expire at the Annual Meeting. At this Annual Meeting, we are asking shareholders to approve and adopt a proposal to amend the Company’s Restated Certificate of Incorporation to declassify our Board. If approved, the declassification of the Board will be phased-in so that beginning with the Annual Meeting, directors will be elected for one-year terms as their present terms expire.

In April 2021, the Board determined that the proposed amendment to the Company’s Restated Certificate of Incorporation to declassify the Board of Directors is advisable and in the best interests of the Company, and unanimously approved the amendment, subject to shareholder approval at the Annual Meeting. The Board also concurrently approved an amendment to the Bylaws to declassify the Board of Directors, subject to shareholder approval at the Annual Meeting of the proposal to amend the Company’s Restated Certificate of Incorporation to declassify the Board.

If shareholders approve and adopt the proposed amendment to the Company’s Restated Certificate of Incorporation to declassify the Board, then the amendment will become effective upon the filing of a Certificate of Amendment to the Company’s Restated Certificate of Incorporation with the Delaware Secretary of State, which the Company expects to file promptly after the requisite vote for this Proposal No. 1 is obtained.

Reasons for the Proposed Amendment

Our Board of Directors recognizes that a classified structure may offer several advantages, such as promoting board stability and continuity, providing a greater opportunity to protect the interests of shareholders in the event of an unsolicited takeover offer and reinforcing a commitment to long-term perspectives and value creation for our shareholders. The Board also recognizes that a classified structure may reduce directors’ accountability to shareholders because such a structure does not enable shareholders to express a view on each director’s performance by means of an annual vote. Moreover, many institutional investors believe that the election of directors is the primary means for shareholders to influence corporate governance policies and to hold management accountable for implementing these policies. Our Board of Directors considered the arguments in favor of and against continuation of the classified board structure and determined that it would be in the best interests of the Company, subject to shareholder approval, to declassify the Board of Directors over a phase-in period commencing at the Annual Meeting.

Effect of the Proposed Amendment

If the proposed amendment to the Company’s Restated Certificate of Incorporation to declassify our Board of Directors is approved and adopted by our shareholders at the Annual Meeting, the Company’s Restated Certificate of Incorporation will be amended as set forth below.

Specifically, if the amendment is approved and adopted, then we will begin the phased transition to a declassified board structure beginning at the Annual Meeting. In accordance with the proposed amendment to the Company’s Restated Certificate of Incorporation, the transition will be phased in as follows:

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In all cases, each director will serve until his or her successor is duly elected and qualified or until his or her earlier resignation or removal.

In addition, under the Delaware General Corporation Law (the “DGCL”), directors of companies that have a classified structure may be removed only for cause unless the certificate of incorporation provides otherwise. However, directors of companies that do not have a classified structure may be removed with or without cause by a majority vote of the stockholders at any annual or special meeting of stockholders. Accordingly, if the proposed amendment to the Company’s Restated Certificate of Incorporation to declassify the structure of our Board of Directors is approved, then our shareholders would be able to remove any or all directors without cause at any meeting of stockholders after the Annual Meeting. Under our Bylaws, special meetings of stockholders may be called only by our Chairman, Chief Executive Officer or President.

Accordingly, if the amendment is approved and adopted, then our Board will be completely declassified and all directors will be elected annually beginning with our 2023 annual meeting of shareholders.

Impact if the Amendment is not Adopted

If the proposed amendment to the Company’s Restated Certificate of Incorporation to declassify our Board of Directors is not approved and adopted by our shareholders, the Company’s Restated Certificate of Incorporation will not be amended as set forth above and our Board of Directors will continue to be classified with directors serving staggered terms. The directors elected at this year’s Annual Meeting will serve a three-year term and their term will expire at our 2024 annual meeting of shareholders.

Text of the Proposed Amendment

Article VIII of the Company’s Restated Certificate of Incorporation would be amended and restated in its entirety to read as follows:

“SECTION 8.1. Management of the Affairs of the Corporation.

(a)    The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all the powers of the Corporation and do all such lawful acts and things that are not conferred upon or reserved to the stockholders by law, by this Restated Certificate of Incorporation or by the Bylaws of the Corporation (the “Bylaws”).

(b)    The following provisions are inserted for the limitation and regulation of the powers of the Corporation and of its directors and stockholders:

(i)    The Board of Directors shall have the power to make, alter, amend, change or repeal the Bylaws by the affirmative vote of a majority of the members of the Board of Directors then in office. In

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addition, the Bylaws may be made, altered, amended, changed or repealed by the stockholders of the Corporation upon the affirmative vote of the holders of at least 66-2/3 % of the outstanding capital stock entitled to vote thereon.

(ii)    The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the Bylaws of the Corporation. The directors elected or appointed to the Board prior to the 2021 annual meeting of stockholders are currently divided into three classes, designated Class I, Class II and Class III. Each class consists, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors, with the directors of each class serving for a term expiring at the annual meeting of stockholders held during the third (3rd) year after election and until his or her successor shall have been duly elected and qualified or until his or her earlier resignation or removal. Commencing with the Company’s 2021 annual meeting of stockholders, directors shall be elected as follows: (i) directors elected at the 2021 annual meeting of stockholders to succeed those whose term expires at such meeting shall hold office for a term expiring at the annual meeting of stockholders to be held in 2022 and until their respective successors have been duly elected and qualified or until their earlier resignation or removal; (ii) directors elected at the 2022 annual meeting of stockholders to succeed those whose term expires at such meeting shall hold office for a term expiring at the annual meeting of stockholders to be held in 2023 and until their respective successors have been duly elected and qualified or until their earlier resignation or removal; and (iii) beginning with the 2023 annual meeting of stockholders, all directors elected at an annual meeting of stockholders to succeed those whose term expires at such meeting shall hold office for a term expiring at the next annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier resignation or removal.

Any vacancy on the Board of Directors that results from an increase in the number of directors and any other vacancy occurring on the Board of Directors, howsoever resulting, may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director so elected by the Board of Directors to fill a vacancy shall hold office for a term expiring at the next annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier resignation or removal.

(iii)    Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken only upon the vote of the stockholders at an annual or special meeting duly noticed and called, as provided herein and in the Bylaws of the Corporation, and may not be taken by a written consent of the stockholders pursuant to the General Corporation Law of the State of Delaware.

(iv)    Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Chairman of the Board of Directors, the Chief Executive Officer or the President of the Corporation. Special meetings of the stockholders of the Corporation may not be called by any other person or persons.

(v)    The Board of Directors shall have the exclusive authority and power to determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the Corporation, or any of them, shall be open to inspection of stockholders; and no stockholder shall have any right to inspect any account, book or document of the Corporation except as conferred by applicable law or authorized by the Bylaws or by the Board of Directors.

The Corporation may in its Bylaws confer powers upon the Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.”

Appendix A to this Proxy Statement shows the proposed changes to Article VIII of the Company’s Restated Certificate of Incorporation resulting from the proposed amendment, with deletions indicated by strike-outs and additions indicated by underlining.

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Recommendation of the Board of Directors

Our Board of Directors unanimously recommends that the shareholders vote FOR approval and adoption of an amendment to the Company’s Restated Certificate of Incorporation to declassify the Company’s Board of Directors. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR approval and adoption of the amendment to the Company’s Restated Certificate of Incorporation.

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PROPOSAL NO. 2: ELECTION OF THREE DIRECTORS

(Item 2 on Proxy Card)

Pursuant to the Company’s Restated Certificate of Incorporation, the Board of Directors is currently divided into three classes of directors serving staggered three-year terms (Classes I, II and III), with each class to be as nearly equal in number as possible. The Bylaws authorize a Board of Directors consisting of not less than three or more than fifteen directors. The Board of Directors currently consists of eightnine members, of whom Maurice Marciano, Laurie Ann Goldman and Gianluca Bolla are Class I directors; Anthony Chidoni, Joseph GromekCynthia Livingston and Paul Marciano are Class II directors; and Victor Herrero, Kay Isaacson-LeibowitzCarlos Alberini, Deborah Weinswig and Alex Yemenidjian are Class III directors. The terms for the Class I directors are scheduled to expire at the Annual Meeting.

If Proposal No. 1 (declassification of our Board of Directors) is approved by shareholders at the Annual Meeting, then we will begin our phased transition to a declassified board structure at the Annual Meeting, with such declassification to be completed upon the election of directors at our 2023 annual meeting of shareholders. As part of this transition, the directors elected pursuant to this Proposal No. 2 will be elected to serve for a one-year term expiring at our 2022 annual meeting of shareholders.

If Proposal No. 1 (declassification of our Board of Directors) is not approved by shareholders at the Annual Meeting, no change will be made to our classified board structure, with our Board of Directors remaining divided into three classes, and each of the directors elected pursuant to this Proposal No. 2 will be elected as a Class I director to serve until the 2024 annual meeting of shareholders.

Notwithstanding the foregoing, the directors elected at the Annual Meeting will hold office until their successors are duly elected and qualified or until their earlier resignation or removal.

The Board has nominated each ofMaurice Marciano, Laurie Ann Goldman and Thomas J. Barrack, Jr. for election at the current Class I directors,Annual Meeting. Mr. Maurice Marciano and Ms. Goldman are standing for re-election to the Board, while Mr. Barrack is being nominated for his first term as a member of the Board. Gianluca Bolla, for re-electionwhose term as a Class I director expires at the Annual Meeting, has elected not to servestand for three-year terms to expirere-election at the 2021 annual meeting and until their respective successors shall have been elected and qualified.Annual Meeting.    

Mr. Maurice Marciano retired as an employee and executive of the Company in 2012 and continued to provide consulting services to the Company thereafter until January 28, 2015. He currently serves as a director and Chairman Emeritus of the Board. Ms. Goldman and Mr. Bolla isBarrack are not employed by or otherwise affiliated with the Company, except in histheir capacity as a director and/or nominee for election as a director. Each of the nominees has consented to being named in this Proxy Statement and has agreed to serve as a member of the Board of Directors if elected. Information regarding the nominees and the continuing directors whose terms expire in 20192022 and 20202023 is set forth under the heading “Directors and Executive Officers” herein.

The nominees will be elected by a plurality of the votes cast at the Annual Meeting. Shareholders may not cumulate their votes. If any of the nominees are unable or unwilling for good cause to stand for election or serve as a director if elected, which is not anticipated, the persons named as proxies intend to vote for such other person or persons as the Board of Directors may designate.designate, or the Board may choose to reduce the size of the Board. In no event will the shares represented by the proxies be voted for more than twothree directors at the Annual Meeting.

The Board of Directors unanimously recommends a voteFOR the election of each of the twothree nominees.

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PROPOSAL NO. 2:3: ADVISORY VOTE ON THE

COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

(Item 23 on Proxy Card)

The Company is providing shareholders with an opportunity to cast a non-binding, advisory vote on the compensation of our Named Executive Officers, as such compensation is disclosed pursuant to the SEC’s executive compensation disclosure rules and set forth in this Proxy Statement (including in the compensation tables and narratives accompanying those tables as well as in the “Compensation Discussion and Analysis” section of this Proxy Statement).

The basic philosophies that we use to guide the structure of our executive compensation programs are:

Management’s focus onFiscal 2021 was a challenging but rewarding year for our strategiesCompany. While we experienced a significant revenue contraction due to the pandemic, we were very proactive and led the business carefully, managing inventories and capital well and controlling expenses tightly. During the year, we prioritized our investments in our digital and omnichannel initiatives helped deliver strong results forand rationalized our global store footprint and expense structure. We also made great progress executing our strategic plan and were able to accelerate the Companyimplementation of several strategic initiatives, including those related to customer centricity, elevating our brand, improving the quality of our product and developing one global line. All considered, in fiscal 2018 and provide a foundation for continued progress moving forward. Specifically, in fiscal 2018, total Company netyear where we experienced a 30% revenue increased 8% overcontraction as a result of the priorpandemic, we closed the full year to $2.36 billion, adjusted net earnings increased 51% in fiscal 2018 to $58.4 million, and adjusted diluted earnings per share increased 52% in fiscal 2018 to $0.70. Onwith a GAAP basis,loss from operations of $60.5 million (including $80.4 million of asset impairment charges related primarily to retail locations impacted by the Company reportedpandemic) and a net loss of $7.9 million for fiscal 2018, compared to net earnings of $22.8 million in fiscal 2017, and dilutedGAAP loss per share of $0.11 for fiscal 2018, compared to diluted earnings$1.27 (or an adjusted non-GAAP loss per share of $0.27 in fiscal 2017.$0.07). From a balance sheet perspective, the Company ended fiscal 20182021 with cash and cash equivalents of $367$469.1 million and continued to demonstrate a commitment to delivering value to shareholders by returning $126 million in the form of dividendsthrough dividend payments and share repurchases during fiscal 2018.the year. Please see “Non-GAAP“Non-GAAP Measures” on pages 45 and 4640-41 of the Company’s Fiscal 20182021 Annual Report on Form 10-K for additional information regarding the Company’s disclosure of certain non-GAAP financial information contained herein.

Some of the key highlights of our executive compensation program for fiscal 20182021 include:

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We also believe shareholder interests are further served by other executive compensation related practices that we follow, including our stock ownership guidelines which include holding requirements and our “clawback” policy.

Shareholders are encouraged to read the “Compensation Discussion and Analysis” section of this Proxy Statement, the accompanying compensation tables and the related narrative compensation disclosures, which discuss in more detail the compensation of our Named Executive Officers and the compensation philosophy and policies that are used to determine such compensation.

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board of Directors will request shareholders to vote on the following resolution at the Annual Meeting:

“RESOLVED, that the shareholders hereby approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related narrative compensation disclosures.”

This vote is an advisory vote only and will not be binding on the Company, the Board of Directors or the Compensation Committee, and will not be construed as overruling a decision by, or creating or implying any additional fiduciary duty for, the Board of Directors or the Compensation Committee. However, the Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by shareholders in their vote on this proposal, and will consider the outcome of the vote when making future compensation decisions for our Named Executive Officers.

The Company’s current policy is to provide our shareholders with an advisory vote to approve the compensation of our Named Executive Officers each year at the annual meeting of shareholders. It is expected that the next advisory vote to approve the compensation of our Named Executive Officers will be held at the 20192022 annual meeting of shareholders.

The Board of Directors unanimously recommends a vote FOR the advisory resolution approving the compensation of the Named Executive Officers.

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PROPOSAL NO. 3:4: RATIFICATION OF APPOINTMENT OF

THE INDEPENDENT AUDITOR

(Item 34 on Proxy Card)

The Audit Committee has selected the firm of Ernst & Young LLP (“Ernst & Young”) to act as the Company’s independent auditor for the fiscal year ending February 2, 2019,January 29, 2022, and recommends that the shareholders vote in favor of such appointment. In making its selection of the independent auditor, the Audit Committee considered whether Ernst & Young’s provision of services other than audit services, including its past and current tax planning and tax advisory services, is compatible with maintaining independence as the Company’s independent registered public accounting firm. Ernst & Young has served as the Company’s independent auditor since March 19, 2007.

Shareholder approval of the selection of Ernst & Young as our independent auditor is not required by our Bylaws or otherwise. The Sarbanes-Oxley Act of 2002 requires the Audit Committee to be directly responsible for the appointment, compensation and oversight of the audit work and the independent auditor. The Audit Committee will consider the results of the shareholder vote for this proposal and, in the event of a negative vote, will reconsider its selection of Ernst & Young. Even if Ernst & Young’s appointment is ratified by the shareholders, the Audit Committee may, at its discretion, appoint a new independent auditing firm at any time if it determines that such a change would be in the best interests of the Company and its shareholders.

We expect that a representative of Ernst & Young will be presentin attendance at the Annual Meeting, will be available to respond to appropriate questions and will have the opportunity to make such statements as he or she may desire.

The favorable vote of the holders of a majority of the shares of Common Stock represented in person or by proxy and entitled to vote on the proposal at the Annual Meeting is required to ratify the selection of Ernst & Young.

The Board of Directors unanimously recommends a voteFOR the ratification of Ernst & Young.

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RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTANT

Independent Registered Public Accountant Fee Summary

Aggregate fees billed to us for the fiscal years ended January 30, 2021 and February 3, 2018 and January 28, 20171, 2020 by Ernst & Young LLP, our independent auditor, are as follows (dollars in thousands):

All non-audit services were pre-approved by our Audit Committee pursuant to the pre-approval policies and procedures described below.

The Audit Committee considered whether the provision of non-audit services provided by Ernst & Young during fiscal 20182021 was compatible with maintaining auditor independence. In addition to retaining Ernst & Young to audit and review our consolidated financial statements for fiscal 2018,2021, the Company retained Ernst & Young, as well as other accounting firms, to provide other advisory services in fiscal 2018.2021. The Company understands the need for its independent auditor to maintain objectivity and independence in its audit of the Company’s financial statements.

The Audit Committee utilizes a policy pursuant to which the audit, audit-related, and permissible non-audit services to be performed by the independent auditor are pre-approved prior to the engagement to perform such services. Pre-approvals are detailed as to the particular service or category of service and the independent auditor and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditor in accordance with the pre-approvals, including the related fees. In addition to regular pre-approvals by the Audit Committee, the Audit Committee Chairperson may also pre-approve services to be performed by the independent auditor on a case-by-case basis, in accordance with authority delegated by the Audit Committee. Approvals made pursuant to this delegated authority are normally reported to the Audit Committee at its next meeting.

The Audit Committee Charter requires that the lead partner assigned to our audit be rotated at least every five years and that other audit partners be rotated at least every seven years.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the Company’s system of internal control over financial reporting and the qualifications, independence and performance of the Company’s internal audit function and independent auditor. Management is responsible for the financial reporting process, including the Company’s system of internal control over financial reporting, and for the preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles in the United States. The Company’s independent auditor is responsible for performing an independent audit of the Company’s financial statements, expressing an opinion as to the conformity of the Company’s audited financial statements with generally accepted accounting principles in the United States, and expressing an opinion on the Company’s internal control over financial reporting.

The Audit Committee has reviewed and discussed with management the Company’s audited financial statements for the fiscal year ended February 3, 2018.January 30, 2021. In addition, we have discussed with Ernst & Young the matters required to be discussed by Auditing Standards No. 1301,Communications with Audit Committees, issued bythe applicable requirements of the Public Company Accounting Oversight Board.Board and the SEC. We have also received the written disclosures and the letter from Ernst & Young required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence, and we have discussed with the independent auditor the independent auditor’s independence.

The Audit Committee has met with Ernst & Young to discuss the overall scope of its audit, the results of its examinations, its evaluations of the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting.

Based on the reviews and discussions referred to above, we recommended to the Board of Directors, and the Board of Directors has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2018January 30, 2021 for filing with the SEC.

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PROPOSAL NO. 4: SHAREHOLDER PROPOSAL REGARDING

EXECUTIVE SEVERANCE ARRANGEMENTS

(Item 4 on Proxy Card)

The Company expects the following shareholder proposal to be presented for consideration at the Annual Meeting. The proposal and supporting statement quoted below were submitted by the New York State Common Retirement Fund, 59 Maiden Lane, 30^th Floor, New York, NY 10038, as the owner of 62,200 shares of the Company’s Common Stock. The Board of Directors recommends voting AGAINST the proposal, as described in more detail below. The text of the proposal follows:

RESOLVED: That the shareholders of Guess?, Inc. (the “Company”), urge the Board of Directors to seek shareholder approval of future severance agreements with senior executives that provide benefits in an amount exceeding 2.99 times the sum of the executives’ base salary, plus bonus.

“Future severance agreements” include: employment agreements containing severance provisions, special retirement provisions and agreements renewing, modifying or extending existing agreements.

“Benefits” include lump-sum cash payments (including payments in lieu of medical and other benefits); the payment of any “gross-up” tax liability; the estimated present value of special retirement provisions; any stock or option awards that are awarded under any severance agreement; any prior stock or option awards as to which the executive’s access is accelerated under the severance agreement; fringe benefits; and, consulting fees (including reimbursable expenses) to be paid to the executive.

SUPPORTING STATEMENT:

We believe that requiring shareholder ratification of “golden parachute” severance packages with a total cost exceeding 2.99 times an executive’s base salary, plus bonus, will provide valuable feedback, encourage restraint, and strengthen the hand of the Board’s compensation committee.

According to the Summary of Potential Payments Upon Termination or Change in Control beginning on page 77 of the Company’s 2017 Proxy Statement, if there is a change of control and termination the CEO Paul Marciano would receive a severance payment of three times the sum of his base salary and target annual bonus. According to the Company’s 2017 Proxy Statement, if there had been a change of control and termination on the last business day of fiscal 2017, Mr. Marciano would have received a cash severance of $22.5 million, in addition to payments for equity awards and other benefits.

If you agree with us that the Company should seek shareholder ratification of severance packages with a total cost exceeding 2.99 times an executive’s base salary, plus bonus, then please VOTE FOR this proposal.

BOARD OF DIRECTORS’ STATEMENT AGAINST THIS PROPOSAL:

After careful consideration, the Board of Directors unanimously recommends that shareholders vote AGAINST this proposal. The Board of Directors believes that the proposal is not in the best interests of the Company and its shareholders and opposes it for the reasons described in this statement against the proposal. We also note that virtually identical proposals were submitted at each of the Company’s 2015, 2016 and 2017 annual meetings of shareholders and that, in each of these instances, shareholders overwhelmingly rejected the proposal. Moreover, as discussed further below, the shareholder proposal’s supporting statement relies on inaccurate information to justify the proposal, including misnaming Mr. Paul Marciano as our Chief Executive Officer, when he is our Executive Chairman and Chief Creative Officer, and substantially overstating the amount of cash severance that either our Chief Executive Officer, Mr. Victor Herrero, or our Executive Chairman and Chief Creative Officer, Mr. Marciano, would have received if there had been a change of control and termination of the executive’s employment on the last business day of fiscal 2017.

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connection with his retirement. Mr. Marciano has served as a director of the Company since 1981 (except for the period from January 1993 to May 1993) and currently servesserved as non-executiveChairman Emeritus of the Board.Board from June 11, 2018 to August 14, 2020. In addition, from February 2, 2019 until February 19, 2019, Mr. Marciano served as the Company’s Interim Chief Executive Officer. His present term as a Class I director will expire at the Annual Meeting and he has been selected as a director nominee for re-election at the Annual Meeting. As a co-founder and leader within the Company for over 35nearly 40 years, Mr. Marciano brings a wealth of both Company-specific and industry-wide knowledge and experience to the Board. His strategic vision and global approach have been instrumental in helping the Board to effectively oversee the overall business and direction of the Company.

Paul Marciano joined the Company two months after its inception in 1981. Since that time, he has served in a number of senior executive positions with the Company, including his current role as Executive Chairman of the Board and Chief Creative Officer, positionsa position he has held since August 2015. From August 2015 until June 2018, he also served as Executive Chairman of the Board. From 2007 until August 2015, Mr. Marciano served as Chief Executive Officer and Vice Chairman of the Board, and between 1999 and 2007, he served as Co-Chairman of the Board and Co-Chief Executive Officer. Mr. Marciano has also served as a director of the Company since 1990. His present term as a Class II director will expire at the 20192022 annual meeting of shareholders. Like his brother, Maurice Marciano, Mr. Marciano brings to the Board a vast amount of knowledge and experience accumulated over the life of the Guess brand. Mr. Marciano’s leadership as Executive Chairman and Chief Creative Officer provides a direct and valuable link between management and the Board and his creative and strategic vision for the brand help to guide the Board’s overall approach.

Victor HerreroCarlos Alberini has served as the Company’s Chief Executive Officer since August 2015. Prior to joiningand a member of the Board of Directors of the Company Mr. Herrero held several positions with Inditex Group, the world’s largest fashion retailer with brands including Zara, Massimo Dutti, Pull & Bear, Bershka, and Stradivarius. From September 2012 until July 2015, Mr. Herrero served Inditex Group as its Head of Asia Pacific, where he was responsible for all aspects of the Asia business for all brands. Prior to that position, Mr. Herrerosince February 2019. He previously served as Inditex Group’s HeadChairman and Chief Executive Officer of North AsiaLucky Brand, a denim-focused apparel company, from February 2014 until February 2019. Mr. Alberini served as the Co-Chief Executive Officer of RH (formerly known as Restoration Hardware Holdings, Inc.), a luxury home-furnishings company, from June 2010 through October 2012 and Indiafrom July 2013 through January 2014, and he served as the sole Chief Executive Officer of RH from October 2012 through July 2013. Mr. Alberini has served on the board of directors of RH since June 2010. Mr. Alberini previously served as the Company’s President and Chief Operating Officer from December 2000 to June 2010 (and as Interim Chief Financial Officer from May 20102006 to August 2012, where he was responsible for all aspects of the business in those markets. Mr. Herrero joined Inditex Group in 2003 and served in a variety of other capacities during his tenure there. Prior

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Anthony Chidoni has been the principal and owner of Lorelle Capital, a private hedge fund, since January 2004. From January 1990 to January 2004, he was the Managing Director of Private Client Business in the Los Angeles office of investment bank Credit Suisse First Boston, and its predecessor Donaldson Lufkin & Jenrette, where he had served in various positions for 21 years. Mr. Chidoni has served as a director of the Company since November 2002 and his present term as a Class II director will expire at the 20192022 annual meeting of shareholders. Mr. Chidoni’s extensive background in investment banking and more recently as the principal and owner of a private hedge fund provides the Board with a valuable Wall Street perspective, a broad and deep insight into the capital markets and direct experience performing detailed review and analysis of public company financial statements.

Joseph Gromek served as President, Chief Executive Officer and director of The Warnaco Group, Inc., a global apparel company, from 2003 until his retirement in 2012. From 1996 to 2002, Mr. Gromek served as PresidentLaurie Ann Goldman is the founder and Chief Executive Officer of Brooks Brothers,LA Ventures, an investment and advisory firm for growth-oriented, consumer-facing businesses. She served as the Chief Executive Officer of New Avon LLC, the leading social selling beauty company in North America, from January 2019 until a sale of the company was completed in August 2019. From 2014 until January 2019, she was a private investor and advisor. From 2002 to 2014, Ms. Goldman served as CEO of Spanx, Inc., a private clothing manufacturerwomen’s undergarment and retailapparel company. Prior to that time, heSpanx, Ms. Goldman held senior management positions with Saks Fifth Avenue, Limited Brands, Inc.a number of marketing and Ann Taylor Stores, Inc. Mr. Gromek isoperational roles at the Coca-Cola Company over a ten-year period, including serving as Director of Worldwide Licensing. Ms. Goldman currently a member ofserves on the board of directors of Wolverine World Wide,for Terminix Global Holdings, Inc. (formerly known as ServiceMaster Global Holdings, Inc.), a global footwear company;leading pest control and a membercleaning company in the United States (where she also serves on its compensation committee and as chair of its nominating and governance committee). She also serves on the board of directors of The Children’s Place Retail Stores, Inc., a children’s specialty apparel retailer. Among his manyfor several other privately held companies and philanthropic and civic affiliations, Mr. Gromek is a member of the board of directors of Ronald McDonald House, the board of governors of the Parsons School of Design and the board of trustees of St. Peter’s University, and he is the chairman of the board of trustees of The New School. Mr. Gromekorganizations. Ms. Goldman has served as a director of the Company since April 2014October 2018. Her present term as a Class I director will expire at the Annual Meeting and hisshe has been selected as a director nominee for re-election at the Annual Meeting. Ms. Goldman’s deep experience building global consumer product businesses and brands, including growing Spanx from a startup to a global omni-channel retailer, allows her to provide the Board with a valuable customer-focused perspective.

Cynthia Livingston has been the Co-Chairman of the Board of Directors of Bravado Design, a private company specializing in the design and sale of maternity and nursing bras, since 2016. Since September 2019, she has also served as a member of the Board of Directors of Independent Curators International (ICI), a non-profit global arts organization that focuses on the role of the curator in contemporary art. From 2006 to 2016, she served as the President and Chief Executive Officer of Sequel AG, the global watch licensee for Guess. From 1989 to 2005, she served in a number of increasingly senior roles with Callanen International, the global watch licensee for Guess during that period, ultimately serving as President and Chief Executive Officer from 1998 to 2005. Prior to that time, Ms. Livingston spent 15 years with Federated Department Stores, serving in numerous roles, including five years as Vice President, Fine and Fashion Jewelry, Watches, Accessories and Cosmetics. Ms. Livingston has served as a director of the Company since June 2019 and her present term as a Class II director will expire at the 20192022 annual meeting of shareholders. As a leading professional in the apparel sector for more than a quarter century, including extensiveformer top executive and director service with several global, multi-channel companies, Mr. Gromek brings a wealth of valuable experience to the Board that is particularly well-suited for the Company’s global, multi-channel business.watch licensee, Ms. Livingston is able to provide the Board with a distinctive third-party perspective concerning its licensing business and licensing partners, along with a deep knowledge of the Guess brand and the Guess customer.

Kay Isaacson-LeibowitzDeborah Weinswig is the founder and CEO of Coresight Research, a provider of research and advisory services to brands and investors, where she has served as Executive Vice President of Beauty Niches for Victoria’s Secret, a leading specialty retailer of women’s intimate and other apparel, from July 2003 to July 2005.since February 2018. From 1995 to 2003, Ms. Isaacson-Leibowitz served as Executive Vice President of Merchandising for Victoria’s Secret. From

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annual meeting of shareholders. Ms. Isaacson-Leibowitz’s extensive careerWeinswig’s experience and expertise in the retail industry,innovation, especially as it relates to data and in particular as an executive and senior merchant for brands such as Victoria’s Secret and Banana Republic, allows her to provide valuable insights to the Board in key areas such as merchandising strategy and brand management,technology, as well as product designher knowledge of the global retail landscape, provides the Board with valuable insights into these important and production.rapidly changing areas.

Alex Yemenidjian has been the Chairman of the Board and Chief Executive Officer of Oshidori International Development LTD, a Japanese company established to develop an integrated resort in Japan, since June 2020. Between January 2005 and June 2020, he served as Chairman of the Board and Chief Executive Officer of Armenco Holdings, LLC, a private investment company, since January 2005.company. He was a co-owner and served as Chairman of the Board and Chief Executive Officer of Tropicana Las Vegas Hotel & Casino, Inc. from July 2009 to August 2015. Mr. Yemenidjian served as Chairman of the Board and Chief Executive Officer of Metro-Goldwyn-Mayer Inc., a leading entertainment company, from April 1999 to April 2005 and was a director thereof from November 1997 to April 2005. Mr. Yemenidjian also served as a director of MGM Resorts International, Inc. (“MGM”) (formerly MGM Grand, Inc. and MGM Mirage Resorts, Inc.) from 1989 to 2005 and was its President from 1995 to 1999. He also served MGM in other capacities, including as Chief Operating Officer from 1995 until 1999 and as Chief Financial Officer from 1994 to 1998. In addition, Mr. Yemenidjian served as an executive of Tracinda Corporation, the majority owner of both Metro-Goldwyn-Mayer Inc. and MGM, from 1990 to 1997 and again during 1999. Prior to 1990, Mr. Yemenidjian was the managing partner of Parks, Palmer, Turner & Yemenidjian, Certified Public Accountants. Mr. Yemenidjian is currently a trustee of Baron Investment Funds Trust and Baron Select Funds, both mutual funds.funds, and non-executive Chairman of Oshidori International Holdings Ltd. Mr. Yemenidjian has served as aLead Independent director of the Company since May 2005 and hisas non-executive Chairman of the Board since August 2020. His present term as a Class III director will expire at the 20202023 annual meeting of shareholders. Mr. Yemenidjian is able to provide the Board with the unique perspective of someone with significant experience as a Chief Executive Officer. In addition, his strong accounting and finance background, including experience as a Chief Financial Officer, provides the Board with valuable insight and a depth of knowledge and experience with respect to accounting and finance related matters.

Sandeep Reddy was appointed to the position of Chief Financial Officer in July 2013. He previouslyKathryn Anderson has served as the Company’s Vice President and European Chief Financial Officer since December 2019. Prior to joining the Company, she served as Chief Financial Officer of California Pizza Kitchen (“CPK”), a privately-held casual dining restaurant chain, since November 2016. Between 2010 where he was responsible for all aspects of the Company’s European finance functions, including financial planning, treasury, accounting and tax. From 1997 to 2010, Mr. Reddy2016, Ms. Anderson served in a number of positions of increasing responsibility for Mattel Inc., a leading global toy manufacturer, ultimately serving asCPK, including Senior Vice President of Corporate Finance and Supply Chain for Southern Europe (France, Spain, Portugal, Italy). Mr. Reddy has an MBASenior Vice President of Financial Planning and Analysis. After leaving CPK in February 2016 to become the Chief Financial Officer of Sprinkles Cupcakes, a privately-held cupcake bakery chain, she returned to CPK as its Chief Financial Officer in November 2016. Ms. Anderson began her career in investment banking at Citi and then Moelis & Company. She received her B.A. in Economics from CornellNorthwestern University and is a Chartered Financial Analyst.her M.B.A. from UCLA Anderson School of Management.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Board Independence, Structure and Committee Composition

The Board is composed of eightnine directors, fivesix of whom qualify as independent directors pursuant to the rules adopted by the SEC applicable to the corporate governance standards for companies listed on the NYSE. In determining independence, the Board affirmatively determines that directors have no direct or indirect material relationship with the Company. When assessing materiality, the Board considers all relevant facts and circumstances including, without limitation, transactions between the Company and the director directly or organizations with which the director is affiliated, and the frequency and dollar amounts associated with these transactions. The Board further considers whether the transactions were at arm’s length in the ordinary course of business and whether the transactions were consummated on terms and conditions similar to those of unrelated parties. In addition, the Board uses the following categorical standards to determine director independence: (1) not being a present or former employee, or having an immediate family member as an executive officer, of the Company within the past three years; (2) not personally receiving, or having an immediate family member receive, during any twelve-month period within the last three years, more than $120,000 of direct compensation from the Company other than (a) for Board or committee service, pension or other forms of deferred compensation for prior service or (b) by an immediate family member for services as an employee of the Company (other than as an executive officer); (3) not (a) being a current partner or employee of a firm that is the Company’s internal or external auditor; (b) having an immediate family member who is a current partner of such a firm; (c) having an immediate family member who is a current employee of such a firm and personally works on the Company’s audit; or (d) being within the last three years or having an immediate family member who was within the last three years a partner or employee of such a firm and personally worked on the Company’s audit within that time; (4) not being employed, or having an immediate family member employed, within the past three years as an executive officer of another company where now or at any time during the past three years any of the Company’s present executive officers serve or served on the other company’s compensation committee; (5) not being an executive officer or employee, or having an immediate family member who is an executive officer, of a company that makes or made payments to, or receives or received payments from, the Company, for property or services in an amount which, in any of the past three fiscal years, exceeds or exceeded the greater of $1 million, or 2% of the other company’s consolidated gross revenues; (6) not being an executive officer of a charitable organization of which the Company has within the preceding three years made any contributions to that organization in any single fiscal year that exceeded the greater of $1 million, or 2% of the charitable organization’s consolidated gross revenues; (7) not accepting directly or indirectly any consulting, advisory, or other compensatory fee from the Company or any of its subsidiaries, provided that compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the Company (provided that such compensation is not contingent in any way on continued service); and (8) not being an affiliated person of the Company or any of its subsidiaries.

Applying these categorical standards and considering all relevant facts and circumstances, the Board determined that the following directors and director nominees qualify as independent: Thomas J. Barrack, Jr., Gianluca Bolla, Anthony Chidoni, Joseph Gromek, Kay Isaacson-LeibowitzLaurie Ann Goldman, Cynthia Livingston, Deborah Weinswig and Alex Yemenidjian (the “Independent Directors”).

Each of the members of each of the committees of the Board is an Independent Director, and, in the case of members of the Audit Committee and the Compensation Committee, also meets the additional criteria for independence of (i) audit committee members set forth in Rule 10A-3(b)(1) under the Exchange Act and (ii) compensation committee members set forth in the NYSE listing rules in accordance with Rule 10C-1 under the Exchange Act. In addition, our Board has determined that each of the members of the Audit Committee is financially literate and that Anthony Chidoni meets the definition of an audit committee financial expert, as set forth in Item 407(d)(5)(ii) of Regulation S-K. A brief description of Mr. Chidoni’s background and experience can be found under “Directors and Executive Officers” above.

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Our Board had the following three standing committees in fiscal 2018:2021: (1) Audit Committee, (2) Compensation Committee and (3) Nominating and Governance Committee. The current membership as of the date of this Proxy Statement and the function of each of the committees are described below. Each of the committees operates under a written charter adopted by the Board. All of the committee charters are available on the Company’s website athttp://investors.guess.com. The Board of Directors held seveneight meetings during fiscal 2018.2021. Each director attended at least 75 percent75% of the aggregate of the total Board meetings and total committee meetings on which such director served during fiscal 2018,2021, except Mr. PaulMaurice Marciano, who recused himself from three Board meetingswas undergoing rehabilitation and therapy as a matterresult of good corporate governance because the purpose of those meetings related toinjuries he suffered from a previously disclosed investigation involving Mr. Marciano. Excluding the meetings from which he was recused, Mr. Marciano attended all other meetings of the Board that were heldbicycle accident during fiscal 2018.2021. Directors are encouraged to attend annual meetings of the Company’s shareholders. All of our then-current directors attended the last annual meeting of shareholders.

X = Committee member; * = Chair

Audit Committee

The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, the performance of the Company’s internal audit function and independent auditor, and risk assessment and risk management. Among other things, the Audit Committee prepares the Audit Committee report for inclusion in the annual proxy statement; annually reviews the Audit Committee Charter and the Audit Committee’s performance; appoints, evaluates and determines the compensation of our independent auditor; reviews and approves the scope of the annual audit, the audit fees and the financial statements; reviews our disclosure controls and procedures, internal controls, internal audit function, and corporate policies with respect to financial information and earnings guidance; oversees investigations into complaints concerning financial matters; and reviews other risks that may have a significant impact on the Company’s financial statements. The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding from the Company for, outside legal, accounting and other advisors as the Audit Committee deems necessary to carry out its duties.

The report of the Audit Committee is included in this Proxy Statement. A current copy of the Audit Committee Charter is available on the Company’s website athttp://investors.guess.com.

Compensation Committee

The Compensation Committee is responsible for establishing and governing the compensation and benefit practices of the Company. The Compensation Committee reviews and approves the general compensation

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policies of the Company, oversees the administration of all of the Company’s compensation and benefit plans and reviews and approves compensation of the executive officers of the Company. A current copy of the Compensation Committee Charter is available on the Company’s website at http://investors.guess.com. For more information, see “Executive and Director Compensation” below.

Nominating and Governance Committee

The Nominating and Governance Committee assists the Board in identifying individuals qualified to become directors; recommends to the Board the director nominees for the next annual meeting of shareholders, consistent with criteria approved by the Board, and selects, or recommends that the Board select, the director nominees for each annual meeting of shareholders; develops and recommends to the Board a set of Governance Guidelines applicable to the Company; oversees the evaluation of the Company’s management and the Board and its committees;committees (including individual director self-evaluations); and recommends to the Board director assignments and chair appointments for each Board committee, other than the Nominating and Governance Committee. Other specific duties and responsibilities of the Nominating and Governance Committee include: developing membership qualifications and criteria for Board committees; defining specific criteria for director independence; monitoring compliance with Board and Board committee membership criteria; annually reviewing and recommending directors for continued service; coordinating and assisting management and the Board in recruiting new members to the Board; annually, and together with the Chairperson of the Compensation Committee, evaluating the performance of the Chief Executive Officer and presenting the results of such evaluation to the Board and to the Chief Executive Officer; reviewing governance-related shareholder proposals and recommending Board responses; overseeing the evaluation of the Board and management; and conducting a preliminary review of director independence and the financial literacy and expertise of Audit Committee members. A current copy of the Nominating and Governance Committee Charter is available on the Company’s website athttp://investors.guess.com.

Consideration of Director Nominees

Shareholder NomineesRecommendations

The policy of the Nominating and Governance Committee is to consider properly submitted shareholder nominations forrecommendations of candidates for membership on the Board as described below under “—Identifying“Identifying and Evaluating Nominees for Directors.” The Nominating and Governance Committee will evaluate a prospective nominee suggested by any shareholder in the same manner and against the same criteria as any other prospective nominee identified by the Nominating and Governance Committee from any other source. In evaluating such nominations,recommendations of director nominees, the Nominating and Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board and to address the membership criteria set forth under “—Director“Director Qualifications” below.

Any shareholder nominationsrecommendations proposed for consideration by the Nominating and Governance Committee should include the following information and documentation:

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The Nominating and Governance Committee is engaged in the process of identifying diverse director candidates that meet the foregoing diversity requirements and the independence requirements under SEC and applicable NYSE rules. Among our current nine directors, including those standing for re-election at the Annual Meeting, three are women, and one self-identifies as an individual from an underrepresented community.

While the Nominating and Governance Committee considers all of these factors, including whether the nominee will foster a diversity of backgrounds and experiences, as part of its evaluation of nominees, no single factor is necessarily determinative in the evaluation process. Instead, all of these factors, and any others deemed relevant by the Nominating and Governance Committee, are considered as a whole in assessing each prospective nominee.

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Guidelines. The policy provides that any nominee for director in a non-contested election of directors who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall submit to the Board a letter of resignation for consideration by the Nominating and Governance Committee. The Nominating and Governance Committee (excluding the nominee in question if a member thereof) shall evaluate such offer of resignation in light of the best interests of the Company and its shareholders and shall recommend to the Board the action to be taken with respect thereto. The Board shall then act promptly with respect to the letter of resignation and the Company shall publicly disclose the decision of the Board.

Board Leadership Structure

The Company’s Governance Guidelines provide that the Board should be free to determine, in any manner that it deems best for the Company from time to time, whether the roleroles of Chairman of the Board and Chief Executive Officer (“CEO”) should be separate. From the time that the Company became public in 1996 until August 2015,Since 2007, the roles of Chairman of the Board and CEO were always performed by one or both ofChief Executive Officer have been separate, except for a brief period between February 2, 2019 and February 19, 2019 when Mr. Maurice Marciano a founder of the Company in 1981, and Paul Marciano, a senior executive of the Company since just two months after its inception. On August 1, 2015, Victor Herrero became the first non-Marciano CEO in the Company’s history, Paul Marciano transitioned from his prior roleserved as CEO and Viceboth non-executive Chairman of the Board to his current roleand Interim Chief Executive Officer (pending the effective start date for Carlos Alberini as the Company’s new Chief Executive Chairman and Chief Creative Officer, and Maurice Marciano transitioned from his prior roleOfficer). Currently, Mr. Yemenidjian serves as the Company’s non-executive Chairman of the Board to his current roleand Mr. Alberini serves as Chairman Emeritus and member of the Board.Company’s Chief Executive Officer. The Board believes that this is currently the most effective leadership structure for the Company, striking an appropriate balance between strong and consistent leadership and independent and effective oversight of the Company’s business and affairs.

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Empowering People

Protecting the Environment

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Board Oversight Over Environmental, Sustainability, and Corporate Social Responsibility

The Nominating and Governance Committee oversees and advises the Board with respect to the Company’s global sustainability planning and biennial Corporate Sustainability Report. In addition, our Sustainability and Corporate Social Responsibility Team works to ensure that environmental and social responsibility is embedded into decision-making processes across the Company. This global team is made up of directors and senior managers in the U.S., Europe and Asia reporting to our Vice President, Internal Audit and Corporate Social Responsibility, who administratively reports to our Chief Executive Officer and directly reports to the Audit Committee. Further, our Sustainability Steering Committee, which is led by our Chief Executive Officer, reviews our sustainability plan, identifies priority risks and opportunities, and monitors progress against our commitments and goals.

More details on our sustainability efforts are available on our website and in our Sustainability Report posted on our website at https://sustainability.guess.com. The information contained on, or that may be accessed through, the Company’s websites is not incorporated by reference into, and is not a part of, this Proxy Statement.

Risk Oversight

The Board executes its risk oversight responsibility for risk management directly and through its committees. Although management is responsible for the day-to-day management of risk, throughout the year the Board regularly discusses and assesses significant risks and mitigation strategies with management. The Board and its appropriate committees consider risks associated with our business plans, operational efficiencies, strategic objectives, investment opportunities, financial reporting, capital structure, cybersecurity, information system infrastructure and controls and others. For instance, the Audit Committee, which is generally responsible for oversight of financial reporting risks, reviews an annual risk assessment prepared by the internal audit department, which identifies strategic, operational and internal control risks, and informs the internal audit plan for the next fiscal year. The Nominating and Governance Committee, on the other hand, oversees and advises the Board with respect to the Company’s positions and practices regarding significant corporate governance risks.ESG risks, including oversight for the Company’s global sustainability planning and biennial Corporate Sustainability Report.

In addition, the Compensation Committee and management consider, in establishing and reviewing our compensation arrangements for executives and other employees, whether these arrangements encourage unnecessary or excessive risk taking and we believe that they do not. In particular, our executive compensation program reflects a balanced approach using a mix of different compensation elements without putting an undue emphasis on a single element or applicable performance measure. Base salaries are set at levels that are intended to avoid excessive fixed costs while simultaneously providing sufficient guaranteed annual income to mitigate incentives for executive’sexecutives to pursue overly risky business strategies in order to maximize short-term variable compensation. While annual bonus opportunities for our named executive officers generally include a pre-established, objective measure of performance for the applicable year, the Compensation Committee retains the ability to adjust the incentives based on its assessment of such other factors as it deems appropriate, and in all cases subject to an applicable maximum level. The Compensation Committee also has discretion to set the appropriate equity award grant levels each year (within any applicable maximum). The Compensation Committee’s ability to exercise discretion in making these determinations helps ensure that there is a clear linkage between pay and performance over both the short- and long-term, and that performance is evaluated based on both the absolute results and the manner in which the results were achieved.

Because equity awards make up a substantial portion of each of our executive’s total compensation opportunity, there is a strong alignment between executives’ interests and those of our shareholders. We believe

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Mr. Paul Marciano’s award) or revenues excluding net royalties (for Mr. Herrero’s award).Marciano received a restricted stock unit award in fiscal 2021 that will not become eligible to vest unless the Company achieves certain performance thresholds tied to the Company’s licensing segment earnings from operations and the Company’s earnings from operations.

Potential risks are also mitigated by the significant amounts of our Common Stock that are owned or beneficially owned by Messrs. Maurice and Paul Marciano and, as outlined in the “Compensation Discussion and Analysis” section below, our stock ownership guidelines and compensation “clawback policy” applicable to certain senior executives.

Communications with the Board

You may communicate with the Board by submitting an e-mail to the Company’s Board atbod@guess.com. All directors have access to this e-mail address. Communications from shareholders or any other interested parties that are intended specifically for non-management directors should be sent to the e-mail address above to the attention of the Lead Independent Director.Chairman of the Board.

Governance Guidelines and Committee Charters

The Company’s Governance Guidelines, which satisfy the NYSE’s listing standards for “corporate governance guidelines,” as well as the charters for each of the committees of the Board, are available athttp://investors.guess.com. Any person may request a copy of the Company’s Governance Guidelines or the charter of any of the committees of the Board, at no cost, by writing to us at the following address: Guess?, Inc., Attn: General Counsel, 1444 South Alameda Street, Los Angeles, California 90021.

Code of Ethics

The policies comprising our code of ethics are set forth in the Company’s Code of Ethics (the “Code of Ethics”). These policies satisfy the NYSE’s and the SEC’s requirements for a “code of ethics,” and apply to all directors, officers (including our principal executive officer, principal financial officer, principal accounting officer and controller) and employees. The Code of Ethics is published on our website athttp://investors.guess.com. Any person may request a copy of the Code of Ethics, at no cost, by writing to us at the following address: Guess?, Inc., Attn: General Counsel, 1444 South Alameda Street, Los Angeles, California 90021. To the extent required by rules adopted by the SEC and the NYSE, we intend to promptly disclosure future amendments to certain provisions of the Code of Ethics, or waivers of such provisions granted to executive officers and directors, on our investor website.

Anti-Hedging Policy

The Company does not have a separate written policy prohibiting hedging transactions. Instead, the Company has a practice of reviewing and restricting, as appropriate, hedging transactions as part of its overall program for reviewing employee and director trading in Company securities. That program is governed by the Company’s written Securities Trading Policy and Restrictions, which generally prohibits insiders with material non-public information from engaging in transactions in Company stock, including purchases, sales or any other change in ownership, including gifts, loans, pledges or hedges, or other transfers.

Indemnification of Directors

The General Corporation Law of the State of Delaware provides that a company may indemnify its directors and officers as to certain liabilities. The Company’s Restated Certificate of Incorporation and Third Amended and Restated Bylaws provide for the indemnification of its directors and officers to the fullest extent permitted by law, and the Company has entered into separate indemnification agreements with certain directors and officers to effectuate these provisions and has purchased directors’ and officers’ liability insurance. The effect of such provisions is to indemnify, to the fullest extent permitted by law, the directors and officers of the Company against all costs, expenses and liabilities incurred by them in connection with any action, suit or proceeding in which they are involved by reason of their affiliation with the Company.

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EXECUTIVE AND DIRECTOR COMPENSATION

The Compensation Committee of the Board of Directors is responsible for establishing and governing the executive compensation and benefit practices of the Company. The Compensation Committee reviews and approves the general executive compensation policies of the Company, administers certain of the Company’s compensation plans, and reviews and approves compensation of the executive officers of the Company. The Compensation Committee Charter requires that the Compensation Committee consist of no fewer than two Board members who satisfy the independence requirements of the NYSE, including such additional requirements specific to membership on the Compensation Committee. At all times duringDuring fiscal 2018,2021, the Compensation Committee consisted of fourthree Board members each of whom the Board affirmatively determined satisfied these independence requirements. The Compensation Committee may form and delegate authority to subcommittees when appropriate, although the Compensation Committee did not delegate its authority to any subcommittee in fiscal 2018.2021.

The Compensation Committee Charter sets forth the purpose of and other matters pertaining to the Compensation Committee. The Compensation Committee Charter is available on the Company’s website athttp://investors.guess.com. Pursuant to its Charter, the Compensation Committee’s responsibilities and authorities include the following:

The Company’s executive compensation programs are determined and approved by the Compensation Committee. Messrs. Paul Marciano and Alberini make recommendations to the Compensation Committee regarding the salary, cash incentive awards, equity-based awards and long-term compensation levels for less senior executives, including the other Named Executive Officer. Messrs. Paul Marciano and Alberini do not participate in Compensation Committee deliberations regarding their own compensation. At the direction of the Compensation Committee, other members of management furnish financial, performance and other information relevant to setting performance goals and certifying results. The Compensation Committee is, however, solely responsible for making the final decisions on compensation for theall Named Executive Officers. Other members of management, including any other Named Executive Officers, (as defined under “Compensation Discussion and Analysis” below). do not currently have any role in determining or recommending the form or amount of compensation paid to our Named Executive Officers.

While the Compensation Committee reviews and makes recommendations regarding compensation paid to the non-employee directors, the compensation for these directors is ultimately determined by the Board. Equity

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awards to all employees, including all officers subject to Section 16 of the Exchange Act, are made by the Compensation Committee. During fiscal 2018,2021, the Compensation Committee met sixseven times and took action by written consent sevenfour times.

As indicated above, pursuant to its Charter, the Compensation Committee is authorized to retain and terminate any compensation consultant engaged to assist in the evaluation of the compensation of our officers (including all of the Named Executive Officers). The Compensation Committee has engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its compensation consultant. As described below under “Compensation Discussion and Analysis—The Role of the Independent Compensation Consultant,” the Compensation Committee has determined that FW Cook is independent and that its services do not raise any conflict of interest with the Company or any of its executive officers or directors.

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The following table presents the number of shares of our common stockCommon Stock subject to outstanding and unexercised option awards and the number of shares of our common stockCommon Stock subject to unvested stock awards held by each of our Non-Employee Directors as of February 3, 2018.January 30, 2021.

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Subject to continued service, each restricted stock or restricted stock unit award granted under the Director Plan becomes vested and non-forfeitable as to 100% of the shares or units subject to such award on the first to occur of (i) the first year anniversary of the date of grant or (ii) a termination of service if the Non-Employee Director has completed a full term of service and he or she does not stand for re-election at the completion of such term. Non-Employee Directors are entitled to voting and dividend rights with respect to the restricted shares.stock. In the event of a “change in control” of the Company (as defined in the Director Plan), all shares of restricted sharesstock and restricted stock units granted to our Non-Employee Directors will, to the extent that the awards are then outstanding, vest 100% free of restrictions as of the date of the change in control. Unless otherwise determined by the Board, if a Non-Employee Director’s service as a director terminates for any reason other than a termination in the circumstances described above, any restricted sharesstock or restricted stock units granted to the Non-Employee Director that are not fully vested and free from restriction as of the director’s termination of service will automatically be forfeited and returned to the Company.

Non-Employee Directors are subject to the Company’s Stock Ownership Guidelines, as described in more detail under “Compensation Discussion and Analysis—Stock Ownership Guidelines” below.

Maurice Marciano Retirement

After serving for over 30 years as an executive and leader for Guess, co-founder Maurice Marciano retired from his position as executive Chairman of the Board and as an employee of the Company upon the expiration of his employment agreement on January 28, 2012. Mr. Maurice Marciano continues to serveserved as non-executiveChairman Emeritus and member of the Board (after previously serving as Chairman Emeritus) from June 2018 to August 2020, for which he iswas eligible to receive the compensation provided to the Company’s

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Management’s focus on these strategies$60.5 million (including $80.4 million of asset impairment charges related primarily to retail locations impacted by the pandemic) and initiatives helped deliver strong results for the Company in fiscal 2018 and provide a foundation for continued progress moving forward. Specifically, in fiscal 2018, total Company net revenue increased 8% over the prior year (5% in constant currency) to $2.36 billion, driven by 27% growth in Europe (21% in constant currency) and 24% growth in Asia (22% in constant currency), two areas of focus for the Company. In addition, adjusted net earnings increased 51% in fiscal 2018, to $58.4 million, and adjusted diluted earnings per share increased 52% in fiscal 2018, to $0.70. On a GAAP basis, the Company reported a net loss of $7.9 million for fiscal 2018, compared to net earnings of $22.8 million in fiscal 2017, and diluted loss per share of $0.11 for fiscal 2018, compared to diluted earnings$1.27 (or an adjusted non-GAAP loss per share of $0.27 in fiscal 2017.$0.07). From a balance sheet perspective, the Company ended fiscal 20182021 with cash and cash equivalents of $367$469.1 million and continued to demonstrate a commitment to delivering value to shareholders by returning $126 million in the form of dividendsthrough dividend payments and share repurchases during fiscal 2018.the year. Please see “Non-GAAP“Non-GAAP Measures” on pages 45 and 4640-41 of the Company’s Fiscal 20182021 Annual Report on Form 10-K for additional information regarding the Company’s disclosure of certain non-GAAP financial information, including constant currency information contained herein.

The increase in European revenues in fiscal 2018 was driven by the continued momentum from the successful implementation of the Company’s strategic initiative to elevate the quality of its sales and merchandising organization. The Company experienced strong comparable store sales and continued to expand its retail presence in the region. The European e-commerce business has experienced rapid growth and is now approaching the size of the e-commerce business in the Americas. In addition, the European wholesale business continues to see strong results.

In Asia, the Company continues to strengthen its retail presence with the opening of stores across the region. At the same time, the Company has experienced significant e-commerce growth in the region, especially in China. In this market alone, the e-commerce business could be as large as the Company’s U.S. e-commerce business within a few years. Management’s strategic initiative to build a major business in Asia has been a positive driver for the Company as demonstrated by ending the year with five consecutive quarters of margin expansion in Asia.

Profits in the Americas Retail segment have benefited from the Company’s strategic initiative to improve its cost structure by closing unprofitable stores and negotiating better lease terms and from the Company’s strategic initiatives in supply chain and inventory management. Management believes that the Company’s continued celebrity partnerships, together with a focus on the initiative to elevate the sales and merchandising organization, will lead to continued improvement in sales in the Americas over time. It also believes that the profitability of the Americas Retail segment will continue to benefit from the Company’s cost reduction and margin improvement initiatives.

As the Company enters fiscal 2019, management is excited about the overall direction of the business and the opportunities ahead as it continues to focus on the strategic initiatives outlined above.

Fiscal 20182021 Executive Compensation Actions

The highlights of the Company’s executive compensation program for fiscal 20182021 include:

For more information regarding how the fiscal 2018 compensation decisions and results described above translated into “realizable pay” for Mr. Paul Marciano and Mr. Herrero, see the additional disclosure below under the heading “—Realizable Compensation for CEO and Executive Chairman.”

Realizable Compensation for CEO and Executive Chairman

The realizable compensation amount for fiscal 2018 (determined as described below) for Mr. Herrero is less than his fiscal 2018 total compensation amount as reported in the “Summary Compensation Table” on page 48, principally because the final vesting, if any, of his 2018 Relative TSR Award and 20182019 LTIP Award will not be known until the end of fiscal 2020. As discussed below in this Compensation Discussion and Analysis, Mr. Paul Marciano was awarded a restricted stock unit award in fiscal 2016 that was subject to a relative TSR measure over a three-year performance period consisting of the Company’s 2016, 2017 and 2018 fiscal years (the “2016 TSR Award”). As a result of the vesting of the 2016 TSR Award at the end of fiscal 2018 based on actual TSR performance for the performance period, Mr. Paul Marciano’s realizable compensation amount for fiscal 2018 (determined as described below) is greater than his fiscal 2018 total compensation amount as reported in the “Summary Compensation Table” on page 48.

SEC rules require that all stock awards be reported in the Summary Compensation Table for the year in which they were granted to the Named Executive Officer based on their respective fair values determined at the time of grant of the awards, even if such awards were scheduled to vest in later years, and even if such awards were subsequently forfeited (such as, for example, because an applicable performance-based vesting condition was not satisfied). The following table shows the “realizable” compensation for fiscal 2018 for Mr. Herrero and

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We also believe shareholder interests are further served by other executive compensation-related practices that we follow. These practices include:

Consistent with our compensation philosophies described above, our goal for fiscal 20182021 was to provide each Named Executive Officer with a total compensation opportunity that was competitive in light of the compensation provided to comparable executives at our peer group companies and that appropriately reflectedreflects individual and Company performance in fiscal 2018.performance.

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consultant communicates with management from time to time to obtain information necessary to advising the Compensation Committee. The Compensation Committee has determined that FW Cook is independent and that its services do not raise any conflict of interest with the Company or any of its executive officers or directors.

The peer group used to inform the Compensation Committee’s judgment in setting executive compensation levels for fiscal 20182021 was initially established prior to fiscal 2021 by the Compensation Committee, taking into account the advice of FW Cook and input from management. In selecting the peer companies, made up of publicly-traded retail apparel and accessories companies, the Compensation Committee considered factors such as the size and business models of each company, as well as whether such companies may compete with Guess for executive talent. The companies that comprised the peer group for fiscal 20182021 were:

The peer group for fiscal 20182021 was the same as the peer group for the prior year, except for the removal of Aéropostale, Inc., ANN INC. and Quiksilver, Inc., each of which was no longer publicly traded.

The peeryear. Peer company compensation data provided by FW Cook in fiscal 2018 was used by the Compensation Committee as a general reference point in its compensation reviews. The Compensation Committee does not set compensation levels at any specific level or percentile against this compensation data. Instead, the peer group data is only one point of information taken into account by the Compensation Committee in making

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The Board and the Compensation Committee consider shareholder engagement to be an important part of their decision making process and plan to continue their outreach efforts in order to emphasize pay-for-performance, including through the usestay abreast of robust three-year goals linked to operating earnings and revenues, as well as relative TSR measured over a three-year period.

shareholder perspectives. When making future compensation decisions for our Named Executive Officers, the Compensation Committee will continue to consider the opinions that shareholders express directly to the Compensation Committee and through our annual say-on-pay advisory votes.

Executive Compensation Program Elements for Fiscal 20182021

Summary

The materialkey elements of our current executive compensation program for Named Executive Officers consist of base salary, an annual cash incentive opportunity and equity-based long-term incentive opportunities. We also provide a non-qualified deferred compensation plan, a 401(k) plan, a supplemental executive retirement plan for our Chief Creative Officer (and for our Chief Executive ChairmanOfficer, but only with respect to his prior service to the Company ending in June 2010) and severance protection for certain terminations of our Named Executive Officers’ employment.

We believe that each element of our executive compensation program helps us to achieve one or more of our compensation objectives. Base salaries, the non-qualified deferred compensation plan, 401(k) plan, supplemental executive retirement plan and severance and other termination benefits are all primarily intended to attract and retain qualified executives. These are the elements of our current executive compensation program where the value of the benefit in any given year is generally not variable. We believe that in order to attract and retain top-caliber executives, we need to provide executives with predictable benefit amounts that reward the executive’s continued service. Some of the elements, such as base salaries, are generally paid out on a short-term or current basis. The other elements are generally paid out on a longer-term basis, such as upon retirement or other termination of employment or following a vesting period. We believe that this mix of longer-term and shorter-term elements allows us to achieve our dual goals of attracting and retaining executives.

Our Named Executive Officer’s annual cash incentive opportunities are paid out on an annual basis and are designed to hold executives accountable for annual performance. They also help further align Named Executive

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Effective July 26, 2020, Mr. Paul Marciano’s base salary was increased from $570,000an annualized rate of $950,000 to $950,000, which$1,200,000 based on his creative and strategic contributions, extensive experience and dedication to the success of the Company. This was still more than a thirdthe first base salary increase for Mr. Paul Marciano since fiscal 2018 and his base salary remains substantially less than his base salary in fiscal 2016 of $1,500,000. The Compensation Committee considered his continuing substantial contributions to the Company, notably his instrumental contributions to the licensing and marketing areas, and a review of compensation levels for similar executive positions at the peer group of companies in setting his base salary. This increase in base salary was accompanied by a significant reduction in Mr. Paul Marciano’s target annual cash incentive amount for fiscal 2018, as more fully described under “—Annual Cash Incentive Awards—Methodology to Determine Cash Awards” below.

For fiscal 2018,2021, Mr. Herrero’sAlberini’s base salary remained flat at an annualized rate of $1,200,000 the level originally set underin accordance with his employment agreement with the Company entered into in January 2019.

For fiscal 2016. Mr. Herrero agreed to defer the portion of his salary in excess of $1,000,000 until the termination of his employment with the Company pursuant to the Company’s Non-Qualified Deferred Compensation Plan (the “DCP”).

During fiscal 2018, Mr. Reddy’s2021, Ms. Anderson’s base salary remained flat at $525,000,an annualized rate of $550,000 in accordance with her offer letter with the level setCompany entered into in December 2019.

As previously noted, in response to the impact of the COVID-19 pandemic on the retail industry and the Company, effective April 5, 2020 through July 26, 2020, the Company’s Named Executive Officers agreed to a temporary reduction of their base salaries, with Messrs. Paul Marciano and Alberini agreeing to reduce their salaries by 70% and Ms. Anderson agreeing to reduce her salary by 30%. The Named Executive Officers did not receive any back pay for the Compensation Committee for Mr. Reddy in fiscal 2016.period of time that their base salaries were reduced.

Annual Cash Incentive Awards

We believe that a significant portion of compensation for executive officers should be based on performance, with the opportunity to earn substantial awards in connection with superior performance. Annual cash incentive awards are generally granted to the Company’s Named Executive Officers under the Company’s shareholder-approved Annual Incentive Bonus Plan (the “Bonus Plan”), a performance-based plan intended to motivate key employees by linking cash incentive award opportunities to pre-established performance objectives.

As in prior years, theThe Compensation Committee utilized a two-tier funding approach for determiningdetermined the Named Executive Officers’ annual cash incentives under the Bonus Plan for fiscal 2018. For2021 utilizing objective Company performance metrics, with the first tier,amount of the Compensation Committee used pre-established formulas based on the Company’s cash flow from operations for fiscal 2018 to determine the maximum cashannual incentive opportunity that may be awarded to each Named Executive

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target and maximum levels based on each Named Executive Officer’s adjusted base salary (taking into account the significant reduction in the Named Executive Officer’s base salary for a portion of the year in response to the pandemic) or at the higher, normalized levels (as presented in the “Grants of Plan-Based Awards” table above) as though each Named Executive Officer’s base salary had not been reduced in fiscal 2021 in response to the pandemic. The threshold, target and maximum cash incentive award levels for the Named Executive Officers, presented taking into account the significant reduction in their respective base salary levels for a portion of the year in respect to the pandemic, were as follows: $397,500, $795,000, and $1,192,500, respectively, for Mr. Paul Marciano, the threshold incentive amount was 131.5% of his base salary$360,000, $720,000, and his target incentive amount was reduced by an amendment to his employment agreement from 400% of his base salary to 263% of his base salary$1,080,000, respectively, for fiscal 2018, based on investor feedbackMr. Alberini, and a review of executive compensation practices at the peer group of companies. For Mr. Herrero, the threshold incentive amount was 100% of his base salary$144,375, $288,750, and his target incentive amount was 200% of his base salary. For Mr. Reddy, the threshold incentive amount was 37.5% of his base salary, and pursuant to the terms of his offer letter, his target incentive amount was 75% of his base salary. At the time each of these target and threshold levels was approved$433,125, respectively, for fiscal 2018, the Compensation Committee believed them to be reasonably competitive for each position.

Subject to the maximum amount for each executive described below, theMs. Anderson. The Named Executive Officers’ fiscal 20182021 annual cash incentives would bewere determined 100% (in the case of Mr. Alberini and Ms. Anderson) and 50% (in the case of Mr. Paul Marciano) and 100% (in the case of Messrs. Herrero and Reddy) based on the Company’s earnings from operations for fiscal 20182021 and 50% (in the case of Mr. Paul Marciano) based on the Company’s licensing segment earnings from operations for fiscal 20182021 (in eithereach case, excluding the impact of certain specified inventory charges, certain specified litigation charges, certain professional service and legal restructuring, storefees and related costs, reorganization charges, impairment charges, acquisition, disposition, tax and accounting related matters)matters, or such other items as the Compensation Committee may in its discretion determine to be appropriate in the circumstances) relative to performance targets established by the Compensation Committee set forth in the table below:below. While the Compensation Committee recognized that the goals for fiscal 2021 were set at levels that were substantially lower than in prior years, it considered these goals to be rigorous at the time, taking into account the Compensation Committee’s expectations at the time as to the massive impact of the COVID-19 pandemic on the retail industry and the Company.

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Compensation Committee in accordance with the terms of the awards to exclude (i) $8.5$80.4 million for asset impairment charges, (ii) $11.4$12.3 million for lossesspecified inventory charges, (iii) $(0.6) million credit for certain professional service and legal fees and related (credits) costs, (iv) $(2.8) million net gains on lease terminations, (iii) $6.5modifications, and (v) $3.2 million for negative impacts related to accounting standard changes, and (iv) $2.4 million for legal settlement charges (as specified in the original formula established by the Compensation Committee).of separation-related charges. In the first quarter of fiscal 2019,April 2021, the Compensation Committee determined that the Company’s licensing segment earnings from operations (as described above) for fiscal 20182021 was $82,421,000, after giving effect$67.9 million. No adjustments were made to an adjustment approved by the Compensation Committee to exclude $6.5 million for negative impacts related to accounting standard changes (as specified in the original formula established by the Compensation Committee). Applying the payout percentages above, the Company’s earnings from operations and licensing segment earnings from operations results for the impact of the COVID-19 pandemic on the Company.

As these amounts exceeded the applicable maximum performance resulted in alevels established for purposes of the awards, each Named Executive Officer could have received the maximum cash incentive award for fiscal 2018reflected in the “Grants of $3,747,750Plan-Based Awards” table below ($2,850,000 for Mr. Paul Marciano, $3,600,000 for Mr. Herrero,Alberini, and $787,500$618,750 for Mr. Reddy.Ms. Anderson).

The Compensation Committee determinedHowever, despite the fact that the Company had performed very well against the performance goals established for purposes of the awards and the leadership exhibited by each of the executive officers throughout the pandemic year to achieve these results while continuing to make substantial progress toward executing the Company’s cash flow from operations (as described above) for fiscal 2018 was $148,370,000, and that each Named Executive Officer’s annual cash incentive amount as set forth in the preceding paragraph was not greater than the applicable maximum for each executive based on that cash flow from operations result. Accordingly,longer-term strategic plans, the Compensation Committee determined that it was appropriate, in light of the impact of the COVID-19 pandemic on the Company, to exercise the discretion that it had reserved and pay actual cash incentive awards for the fiscal year that were less than the maximum levels. The Compensation Committee exercised its judgment to reduce the cash incentive award levels to the applicable target levels based on each Named Executive Officer’s base salary in effect at the end of the fiscal year. This resulted in final cash incentive award amounts of $2,400,000 for each of Messrs. Paul Marciano and Alberini and $412,500 for Ms. Anderson.

Special Cash Award for Paul Marciano

In addition to the annual cash incentive award for fiscal 2018 would be as set forth2021, the Compensation Committee approved a separate licensing-based cash award for Mr. Paul Marciano in April 2021. This $3,150,000 cash award, paid in April 2021 under the preceding paragraph.Company’s 2004 Equity Incentive Plan, was approved by the Compensation Committee based on its determination that Mr. Paul Marciano’s performance and contributions were instrumental to the recent successful negotiation and execution of several key licensing agreement renewals with favorable terms for the Company.

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date fair value of each Named Executive Officer’s fiscal 2021 equity awards was granted in the form of stock options.

The fiscal 20182021 equity awards granted to the Named Executive Officers are described below.

Restricted Stock.Stock Units.

The Compensation Committee primarily utilizes restricted stock (or restricted stock units)units as the main component of its long-term incentive grants to our Named Executive Officers. Use of restricted stock (or restricted stock units)units instead of stock options as the main component of the long-term incentive grants reduces the level of potential share dilution that would otherwise develop if larger stock option awards were granted. The Compensation Committee also uses restricted stock unit awards as a retention incentive as they generally vest over a multi-year period. For fiscal 2018,2021, the Compensation Committee granted restricted stock unit awards to the Named Executive Officers that were subject to both performance-based and time-based vesting requirements to provide additional incentives to achieve specified financial goals. In addition, restricted stock promotesunits promote commonality of interests between management and shareholders since the awards expose the recipient to both upside and downside risk based on the value of the Company’s Common Stock over time.

Stock Options.

The Compensation Committee also granted a portion of itsthe long-term incentive grantawards to Mr. Reddythe Named Executive Officers in the form of stock options with an exercise price that is equal to the closing price of a share of the Company’s Common Stock on the NYSE on the grant date. The Compensation Committee utilizesmay from time to time utilize stock options to help ensure that thein an executive will realizeequity award mix as stock options have value only if our shareholders realize value through stock price appreciation after the grant date.date of the options. Stock options also foster retention of key executives since the awards generally vest over the four-year period following the performance period. The Company did not, however, include stock options in the annual equity award mix for Mr. Paul Marcianothree or for Mr. Herrero because of the views of certain shareholders and shareholder advisory groups that stock options are not “performance-based” regardless of the fact that the value of the Company’s stock must appreciate after the grant date of the options in order for the options to have value.four years.

Equity Awards for Mr. Paul Marciano and Mr. Herrero for Fiscal 20182021

In April 2017,June 2020, the Compensation Committee granted awards of restricted stock units and stock options to Mr. Paul Marciano and Mr. Herrero pursuant to the terms of the executives’ employment agreements. The awards were separated into three different award types so that different vesting requirements could be used for different portions of the awards. Each of the awards was subject to both time- and performance-based vesting requirements, with approximately one-third of the total award value considered by the Compensation Committee allocated to each of the three award types.Marciano. The awards were determined by the Compensation Committee to be, in light of the executives’Mr. Paul Marciano’s role with the Company, an appropriate incentive for the executive bothMr. Paul Marciano to achieve the specific performance goals identified below, to have an award (stock options) that would only have value if the Company’s stock price appreciated after the date of grant of the awards, and to continue employmentservice with the Company through the vesting period.periods.

Licensing Award and RevenuePerformance Restricted Stock Units Award. The firstCompensation Committee granted an award of 310,881 restricted stock unit awards grantedunits to Mr. Paul Marciano that were subject to both time- and Mr. Herrero were eligible to vest if the Company achieved a threshold performance goal for fiscal 2018.performance-based vesting requirements. 50% of Mr. Paul Marciano’s award, which consists of 110,664 restricted stock units (the “2018 Licensing Award”),unit award for fiscal 2021 was eligible to vest if the Company’s earnings from operations from its licensing segment for fiscal 2018 (excluding the impact of certain specified legal, restructuring, store impairment, acquisition, disposition and accounting related matters)2021 exceeded a threshold amount established by the Compensation Committee of $64.4$41.4 million, and the remaining 50% of Mr. Herrero’s award, which consists of 125,449Paul Marciano’s restricted stock units (the “2018 Revenue Award”),unit award for fiscal 2021 was eligible

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was selected as thea performance measure for this award as a way to further link Mr. Paul Marciano’s incentives to the performance of that segment of the Company’s business. Earnings from operations is also a consistently applied, easily understood and widely used metric that provides a measurement of operating performance that excludes certain non-operational factors. Following the end of fiscal 2018,2021, the Compensation Committee determined that the Company’s licensing segment earnings from operations for fiscal 20182021 was $82.4$67.9 million and the Company’s earnings from operations for fiscal 2021 was $32.1 million (after giving effect to an adjustment required pursuant toadjustments approved by the Compensation Committee in accordance with the terms of the awardawards to exclude $6.5(i) $80.4 million for negative impactsasset impairment charges, (ii) $12.3 million for specified inventory charges, (iii) $(0.6) million credit for certain professional service and legal fees and related to accounting standard changes)(credits) costs, (iv) $(2.8) million net gains on lease modifications, and (v) $3.2 million of separation-related charges), meaning that the threshold level had been achieved.achieved for both portions of the award. Accordingly, one-third of the award vested upon the Compensation Committee’s determination, and the remaining two-thirds is scheduled to vest as described above.

For Mr. Herrero, the Company’s total revenue (excluding net royalties and the impact of certain specified accounting and currency related matters) was selected as the performance measure for this award as a way to further link Mr. Herrero’s compensation to the performance of the Company as a whole. Following the end of fiscal 2018, theOption Award. The Compensation Committee determined that the Company’s total revenue (excluding royalties and after giving effect toalso granted Mr. Paul Marciano an adjustment required pursuant to the terms of theoption award to exclude the impactpurchase 348,157 shares of currency fluctuations) for fiscal 2018 was $2.186 billion, meaningCommon Stock that the threshold level had been achieved. Accordingly, one-third of the award vested upon the Compensation Committee’s determination, and the remaining two-thirds is scheduled to vest in three equal installments on each of June 11, 2021, June 11, 2022, and June 11, 2023, subject to Mr. Paul Marciano’s continued service to the Company through the applicable vesting date, subject to accelerated vesting in certain circumstances as described above.discussed in “Description of Plan-Based Awards” below.

Equity Awards for Mr. Alberini and Ms. Anderson for Fiscal 2021

In June 2020, the Compensation Committee granted awards of restricted stock units and stock options to Mr. Alberini and Ms. Anderson in accordance with the executives’ employment agreement or offer letter, as applicable. The awards were determined by the Compensation Committee to be, in light of Mr. Alberini and Ms. Anderson’s roles with the Company, an appropriate incentive for the executive officers to achieve the specific performance goals identified below, to have an award (stock options) that would only have value if the Company’s stock price appreciated after the date of grant of the awards, and to continue employment with the Company through the vesting periods.

Relative TSR Performance AwardsRestricted Stock Units Award. The second restricted stock unit awards granted to Mr. Paul MarcianoAlberini and Mr. HerreroMs. Anderson (the “2018“2021 Relative TSR Awards”) are subject to a relative TSRtotal shareholder return (“TSR”) vesting requirement that compares the Company’s TSR over a three-year performance period consisting of the Company’s 2018, 20192021, 2022 and 20202023 fiscal years to the TSRs of a group of peer companies selected by the Compensation Committee. The use of a TSR vesting metric addresses prior feedback from shareholders indicating that shareholdersthey wanted us to seeincorporate in the executive compensation program (1) performance metrics that more closely link executive pay with shareholder value, such as TSR, and (2) longer performance periods for performance-based equity awards. Similar to fiscal 2017, in structuring these executives’ long-term incentive opportunities for fiscal 2018, the Compensation Committee decided to base these awards on the Company’s relative TSR and to provide for a three-year performance period. The Compensation Committee believes this structure helps to further align these executives’ interests with those of our shareholders.

Mr. Paul Marciano’s 2018Alberini’s 2021 Relative TSR Award consists of 116,245360,491 restricted stock units at the “target” level of performance, and Mr. Herrero’s 2018Ms. Anderson’s 2021 Relative TSR Award consists of 131,77564,654 restricted stock units at the “target” level of performance.

Between zero and 150% of the target number of restricted stock units subject to each 20182021 Relative TSR Award will vest based on the Company’s TSR comparedrelative to the TSRs for the peer group of companies for the three-year performance period as follows:

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The percentage of target restricted stock units that vest will be determined by linear interpolation if the Company’s TSR percentile is between the levels noted above. The portion of the award that is credited to the executive based on the Company’s relative TSR performance will be eligible to vest as of the last day of the three yearthree-year performance period. A dollar denominated payment cap was also imposed on the awards such that, in all events, the number of restricted stock units subject to each 20182021 Relative TSR Award that vest will not exceed the number of restricted stock units determined by dividing a specified dollar amount ($3,705,00011,500,000 as to Mr. Paul Marciano’sAlberini’s award and $4,200,000$2,062,500 as to Mr. Herrero’sMs. Anderson’s award) by the closing price of a share of the Company’s Common Stock on the applicable vesting date.

The peer group of companies used for purposes of the 20182021 Relative TSR Awards is the same fiscal 20182021 peer group of companies identified under “—The Role of the Independent Compensation Consultant” above, except that the Compensation Committee, recognizing that company size is less relevant for TSR performance comparisons than it is for determining compensation levels and taking into account the business model of each company and whether each company competes with Guess for executive talent, determined it was appropriate to increase the number of peer companies by adding Columbia Sportswear Company, The Gap, Inc., Levi Straus and Co. and lululemon athletica inc. (and removing RTW Retailwinds, Inc.).

LTIP AwardsOption Award. The third restricted stock unit awardsCompensation Committee also granted Mr. Alberini an option award to purchase 348,157 shares of Common Stock that is scheduled to vest in three equal installments on each of June 11, 2021, June 11, 2022, and June 11, 2023, subject to Mr. Paul Marciano and Mr. Herrero will be eligible to vest based on the Company’s revenue (excluding the Americas Retail segment) and earnings from operations for fiscal 2020 (the “2018 LTIP Awards”). Each of Mr. Paul Marciano’s and Mr. Herrero’s 2018 LTIP Award consists of 89,606 restricted stock units at the “target” level of performance. Between zero and 200% of the target number of restricted stock units subject to each award will vest based on the Company’s performance in fiscal 2020 measured against pre-established goals, with each award being weighted 25% for revenue (excluding the Americas Retail segment) performance and 75% for earnings from operations performance (in either case, as determined in accordance with GAAP and reflected in the Company’s financial reports, in each case excluding the impact of certain specified legal, restructuring, store impairment, acquisition, disposition, accounting and currency related items). The portion of each award that is credited to the executive based on the Company’s performance in 2020 will be eligible to vest as of the last day of the performance period.

For each of the fiscal 2018 equity awards granted to Mr. Paul Marciano and Mr. Herrero described above, vesting of the award is contingent on the executive’sAlberini’s continued service to the Company through the applicable vesting date, although this service-basedsubject to accelerated vesting requirement would be deemed met if the executive’s employment terminates in certain circumstances set forthas discussed in the applicable award agreement.

Equity Awards for Mr. Reddy for Fiscal 2018

As in prior years, the Compensation Committee utilized a two-tier approach for equity awards to Mr. Reddy for fiscal 2018 that gives the Compensation Committee greater flexibility to consider all aspects of performance and other factors the Compensation Committee considers relevant. Under this approach, the Compensation Committee approves pre-established formulas to determine the maximum value of the equity incentive opportunities that may be awarded to Mr. Reddy, then exercises its discretion in determining the number of shares to be subject to the actual equity awards, which will be at levels at or below the calculated maximum award levels. The maximum number of shares of the Company’s Common Stock subject to each annual award is intended to create a meaningful opportunity for stock ownership in light of Mr. Reddy’s current position with the Company, the size of comparable awards to comparable executives at our peer group companies, and Mr. Reddy’s personal performance in recent periods.

Calculation of Maximum Eligible Equity Awards for Fiscal 2018. In April 2017, the Compensation Committee established maximum equity incentive opportunities in the form of stock options and restricted stock for Mr. Reddy pursuant to a specific formula tied to the Company’s cash flow from operations (excluding the impact of certain specified legal, restructuring, store impairment, acquisition, disposition and accounting related matters) for fiscal 2018. The maximum individual equity award opportunities for Mr. Reddy for fiscal 2018

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(excluding Americas Retail and Americas Wholesale segments), and the Company’s fiscal 2021 earnings from operations (after giving effect to adjustments required pursuant to the terms of the award to exclude the impact of certain currency related matters, as well as store impairments) was $29.7 million, which was below the threshold earnings from operations performance level established for the 2019 LTIP Awards (the threshold performance level was $146.0 million for fiscal 2021 earnings from operations). The Compensation Committee believes that, had the impact of the COVID-19 pandemic on the Company been taken into account, a significant portion of the Fiscal 2019 LTIP Award would relinquish his day-to-day responsibilities pendinghave vested. However, and as evidence of the completionrigor of an investigationthe Company’s performance-based vesting metrics, the Compensation Committee determined that it would not adjust performance results for purposes of improper conduct bythe award to take the impact of the COVID-19 pandemic into account. As a result, Mr. Paul Marciano being overseen by a Special Committee of the Board comprised of two independent directors. During this period, Mr. Paul Marciano will not receive salary.forfeited his entire 2019 LTIP Award.

401(k) Retirement Benefits

The Company’s employees, including the Named Executive Officers, are eligible to participate in the Company’s tax-qualified 401(k) plan and are eligible to receive a discretionary matching contribution from the Company after one year of service. In calendar year 2017,2020, the Company made a discretionary matching contribution on behalf of each eligible participant equal to 50% of the first 6% of compensation contributed by the participant.These Company matching contributions can function as a retention incentive as they vest over the first five (5) years of service with the Company. The Named Executive Officers participate in the plan on the same terms as our other participating employees.

Non-Qualified Deferred Compensation Plan

The Company has maintained a Non-Qualified Deferred Compensation Plan (the “DCP”) since 2006. Under the DCP, select employees who satisfy certain eligibility requirements, including each of the Named Executive Officers and members of the Board, may make annual irrevocable elections to defer up to 75% of their base salary, 100% of their annual cash incentive, 100% of their cash compensation earned under any Company long-term incentive plan or 100% of their cash director fees to be earned during the following calendar year. In addition, the Company may make contributions to “make up” for Company match amounts under the Company’s 401(k) plan that cannot be made to Named Executive Officers because of applicable Internal Revenue Code limits. The Company may also make other discretionary contributions, although it did not do so for fiscal 2018.2021. The Company believes that providing the Named Executive Officers with deferred compensation opportunities is a cost-effective way to permit officers to receive the tax benefits associated with delaying the income tax event on the compensation deferred, even though the related deduction for the Company is also deferred. Information with respect to the Named Executive Officers’ participation in the DCP is presented in, and the material terms of the DCP are described following, the “Non-Qualified“Non-Qualified Deferred Compensation Plan Table—Fiscal 2018”2021” below.

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Severance and Other Benefits Upon Termination of Employment

In order to support our compensation objectives of attracting, retaining and motivating qualified executives, we believe that, in certain cases, it is appropriate to provide our key executive officers with severance protections upon certain types of termination of their employment. These severance protections are negotiated on an individual basis in connection with the negotiation of other employment terms, typically in connection with the entering into of employment agreements or employment offer letters with each Named Executive Officer. In fiscal 2018, we entered into an amended and restated employment offer letter with Mr. Reddy that provides severance protections to him upon certain types of termination of his employment. In each case, the Compensation Committee determined that the severance provisions for each executive were reasonable in light of market practices and the importance to the Company and its shareholders of securing the continued service of these executives.

TheAll of the equity awards granted to the Named Executive Officers in fiscal 2021, the equity awards granted to Mr. Paul Marciano and Mr. Herrero insince fiscal years 2016, 2017 and 2018, and the performance-based vesting awards granted to other employees insince fiscal 2017 and 2018, provide that the award will not automatically accelerate on a change in control unless either the award is to be terminated in connection with the event (that is, the award is not assumed or continued by the successor entity) or the executive’s employment terminates in certain circumstances specified in the award agreement. Under the terms of our equity incentive plans, if a change in control of the Company occurs, certain awards granted in prior years that remain outstanding, as well as certain new awards granted to employees other than Mr.Messrs. Paul Marciano and Mr. Herrero,Alberini, would (unless otherwise determined by the Compensation Committee) generally become fully vested or paid, as applicable.

None of the employment agreements or other compensation arrangements we maintain for our Named Executive Officers include a right to receive any “gross-up”“gross-up” payment for change in control excise taxes. Additional information concerning potential payments that may be made to the Named Executive Officers in connection with their termination of employment or a change in control is presented in “—Potential“Potential Payments Upon Termination or Change in Control” below.

Security Protections

We provide Mr. Paul Marciano with certain security protections. The Compensation Committee believes that these protections are appropriate for Mr. Paul Marciano in light of the high profilehigh-profile nature of his position as a founder and Executive Chairman of the Company. These protections are not intended to provide a personal benefit (other than the intended security) to Mr. Paul Marciano and we do not view these security protections as compensation for Mr. Paul Marciano. However, as required under applicable SEC rules, we include the Company’s cost of providing these protections for the applicable year as compensation for Mr. Paul Marciano for that year in the “Summary Compensation Table” below.

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Until a participant has met the applicable ownership guideline, the participant is expected to retain an amount equal to 50% of the net shares (after payment of any exercise price and related taxes) received as a result of the exercise, vesting or payment of equity awards (including stock options and restricted stock) granted by the Company to the participant. Once a participant has met the applicable ownership guideline, ownership of the guideline amount is expected to be maintained. For purposes of satisfying the Stock Ownership Guidelines, the following holdings count toward the required holding amounts: (1) shares owned directly (including through open market purchases, vesting of restricted stock awards or exercise of stock options), (2) shares held by spouses or children or through certain trusts for the benefit of the participant, a spouse and/or children and (3) stock option equivalents based on the value of “in-the-money”“in-the-money” vested and unexercised stock options.

Executive Compensation Clawback Policy

The Company maintains a policy regarding the recoupment of certain performance-based compensation payments to executive officers (the “Clawback Policy”). The Clawback Policy provides that the Board or the Compensation Committee may require reimbursement or cancellation of all or a portion of certain short or long-term cash or equity awards made to an executive officer to the extent that: (1) the amount of, or number of shares included in, any such payment was calculated based on the achievement of financial results that were subsequently revised and (2) a lesser payment of cash or equity awards would have been made to the executive officer based upon the revised financial results. Where the achievement of a financial result was considered in determining performance-based compensation awarded, but the compensation was not awarded on a formulaic basis, the Board or Compensation Committee will determine in its discretion the amount, if any, to seek for reimbursement. The Clawback Policy was amended in fiscal 2020 to also provide that the Board or Compensation Committee may require reimbursement or cancellation of all or a portion of any discretionary short or long-term cash awards made to an executive officer for reasons pertaining to harassment, discrimination and/or retaliation committed by such executive officer, including, but not limited to, the failure to respond appropriately to allegations or complaints.

Section 162(m) Policy

Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally disallows a tax deduction to publicly-held companies for compensation paid to a current or former named executive officer that exceeds $1 million during the tax year. Certain awards granted before November 2, 2017 that were based upon attaining pre-established performance measures that were set by the Compensation Committee under a plan approved by the Company’s shareholders, as well as amounts payable to former executives pursuant to a written binding contract that was in effect on November 2, 2017, may qualify for an exception to the $1 million deductibility limit. As one of the factors in its consideration of compensation matters, the Compensation Committee notes this deductibility limitation. However, the Compensation Committee has the flexibility to take any compensation-related actions that it determines are in the best interests of the Company and its shareholders, including awarding compensation that may not be deductible for income tax purposes. There can be no assurance that any compensation will in fact be deductible.

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Compensation Committee

Report on Executive Compensation(1)

The Compensation Committee has certain duties and powers as described in its Charter. The Compensation Committee is currently composed of the four Non-Employee Directors named at the end of this report, each of whom the Board has determined to be independent as defined by the NYSE listing standards.

The Compensation Committee has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis section of this Proxy Statement. Based upon this review and our discussions, the Compensation Committee has recommended to our Board of Directors that the Compensation Discussion and Analysis section be included in the Company’s Fiscal 2018 Annual Report on Form 10-K and in this Proxy Statement for the 2018 Annual Meeting, each as filed with the SEC.

By the Compensation Committee,

Alex Yemenidjian, Chairperson

Anthony Chidoni

Joseph Gromek

Kay Isaacson-Leibowitz

Compensation Committee

Report on Executive Compensation(1)

The Compensation Committee has certain duties and powers as described in its Charter. The Compensation Committee is currently composed of the three Non-Employee Directors named at the end of this report, each of whom the Board has determined to be independent as defined by the NYSE listing standards.

The Compensation Committee has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis section of this Proxy Statement. Based upon this review and our discussions, the Compensation Committee has recommended to our Board of Directors that the Compensation Discussion and Analysis section be included in the Company’s Fiscal 2021 Annual Report on Form 10-K and in this Proxy Statement for the 2021 Annual Meeting, each as filed with the SEC.

By the Compensation Committee,

Alex Yemenidjian, Chairperson

Anthony Chidoni

Cynthia Livingston

Compensation Committee

Interlocks and Insider Participation

All of the Compensation Committee members whose names appear on the Compensation Committee Report above were committee members during all of fiscal 2018.2021. No director who served on the Compensation Committee during fiscal 20182021 is a current or former executive officer or employee of the Company or had any relationships requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related-party transactions. None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of the Company’s Compensation Committee during fiscal 2018.2021.

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Summary Compensation Table—Fiscal 2016-20182019-2021

The following table presents information regarding compensation of our Named Executive Officers for services rendered with respect to the covered fiscal years.

As required by SEC rules, stock awards (including restricted stock units) and option awards are shown as compensation in the Summary Compensation Table for the year in which they were granted (even if they have multi-year vesting schedules and/or performance-based vesting requirements), and are valued based on their grant date fair values for accounting purposes. Accordingly, the table includes stock and option awards granted in the years shown even if they were scheduled to vest in later years, and even if they were subsequently forfeited (such as, for example, because an applicable performance-based vesting condition was not satisfied). Therefore, the stock and option columns donot report whether the officer realized a financial benefit from the awards (such as by vesting in stock or exercising options). Additional information regarding the compensation realizable by Mr. Paul Marciano and Mr. Herrero in fiscal 2018 can be found in the “Compensation Discussion and Analysis” section above, including in the “Realizable Compensation for CEO and Executive Chairman” discussion and table on page 32.

The fiscal 20182021 amount in Column (e) above for Mr. Paul Marciano represents the fair value of a performance-based award of restricted stock units granted to him during fiscal 2021, determined as of the grant date under generally accepted accounting principles based on the outcome of the performance conditions applicable to the award that we determined to be probable for these purposes at the time of grant of the award (which was the target level of performance) and a fair value per share of Company Common Stock of $9.65 (which was the per share closing price of a share of Company Common Stock on the date of grant of the award). The grant date fair value of the award assuming the maximum level of performance applicable to the award would be achieved was the same as the grant date fair value of the award based on the probable outcome of the performance condition applicable to the award. The fiscal 2021 amounts in Column (e) above for Mr. HerreroAlberini and Ms. Anderson represent the fair value of the 2021 Relative TSR Awards granted to the executive officer during fiscal 2021, determined as of the grant date under generally accepted accounting principles based on the outcome of the performance conditions applicable to the awards that we determined to be probable for these purposes at the time of grant of the awards (which was based on a Monte Carlo simulation pricing model that probability weights multiple potential outcomes as of the grant date of the awards). For more information on the assumptions made in the Monte Carlo simulation pricing model, refer to Note 20 (Share-Based Compensation) to the Company’s Consolidated Financial Statements, included as part of the Company’s Fiscal 2021 Annual Report on Form 10-K. The grant date fair value of Mr. Alberini and Ms. Anderson’s 2021 Relative TSR Awards assuming the maximum level of performance applicable to the award would be achieved was $3,450,008 and $618,758, respectively.

The fiscal 2020 amount in Column (e) above for Mr. Paul Marciano represents the fair value of a performance-based award of restricted stock units granted to him during fiscal 2020, determined as of the grant date under generally accepted accounting principles based on the outcome of the performance conditions applicable to the award that we determined to be probable for these purposes at the time of grant

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of the award (which was the target level of performance) and a fair value per share of Company Common Stock of $14.61 (which was the closing price of a share of Company Common Stock on the date of grant of the award). The grant date fair value of the award assuming the maximum level of performance applicable to the award would be achieved was the same as the grant date fair value of the award based on the probable outcome of the performance condition applicable to the award. Of the fiscal 2020 amount in Column (e) above for Mr. Alberini, $5,345,000 represents the fair value of the 2020 Revenue Award granted to Mr. Alberini, determined as of the grant date under generally accepted accounting principles based on the outcome of the performance conditions applicable to the award that we determined to be probable for these purposes at the time of grant of the award (which was the target level of performance). The grant date fair value of the award assuming the maximum level of performance applicable to the award would be achieved was the same as the grant date fair value of the award based on the probable outcome of the performance condition applicable to the award.

The fiscal 2019 amount in Column (e) above for Mr. Paul Marciano represents the fair value of three performance-based awards of restricted stock units granted to each executivehim during fiscal 20182019 ($1,235,010 for the 20182019 Licensing Award, $1,235,010$1,235,011 for the 20182019 Relative TSR Award and $1,000,003$1,000,010 for the 20182019 LTIP Award as to the fiscal 2018 awards for Mr. Paul Marciano, and $1,400,011 for the 2018 Revenue Award, $1,400,004 for the 2018 Relative TSR Award and $1,000,003 for the 2018 LTIP Award as to the fiscal 2018 awards for Mr. Herrero), determined as of the grant date under generally accepted accounting principles based on the probable outcome of the performance conditions applicable to the awards. The grant date fair value of the 2018 Licensing Award and the 2018 Revenue Award assuming the maximum level of performance applicable to the awards would be achieved was the same as the grant date fair value of those awards based on the probable outcome of the performance condition applicable to those awards. The grant date fair value of the 2018 Relative TSR Awards assuming the maximum level of performance applicable to the awards would be achieved was $1,852,515 for Mr. Paul Marciano’s award and $2,100,006 for Mr. Herrero’s award. The grant date fair value of each 2018 LTIP Award assuming the maximum level of performance applicable to the award would be achieved was $2,000,006. Of the fiscal 2018 amount in Column (e) above for Mr. Reddy, $577,497 represents the fair value of the 2018 LTIP Award granted to Mr. Reddy, determined as of the grant date under generally accepted accounting principles based on the probable outcome of the performance conditions applicable to the award. The grant date fair value of Mr. Reddy’s 2018 LTIP Award assuming the maximum level of performance applicable to the award would be

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