Subject: SHM
Legion Proposal to Withhold Votes on Paul Marciano Receives Overwhelming Support from Unaffiliated Shareholders at Guess Annual Meeting Based on Preliminary Results
Approximately 83% of Non-Insiders Who Voted Sought to Remove Paul Marciano from Company's Board
Legion Urges Independent Members of Board to Heed Will of Shareholders ? and Recommendations of ISS and Glass Lewis ? and Take Steps to End Tenures of Paul and Maurice Marciano at Guess
LOS ANGELES, April 22, 2022 /PRNewswire/ -- Legion Partners Asset Management, LLC, together with its affiliates (collectively, "we" or "Legion Partners"), a significant shareholder of Guess?, Inc. ("Guess", or the "Company") (NYSE: GES), announced that based on preliminary voting results its proposal to withhold votes on Paul Marciano's reelection the Company's Board of Directors (the "Board") received the support of approximately 83% of unaffiliated shareholders[1] who voted at today's 2022 Annual Meeting of Shareholders (the "Annual Meeting").
Legion issued the following statement:
"The fact that approximately 83% of non-insider shareholders who voted went against Paul Marciano continuing to serve on the Guess Board speaks volumes. Put another way, this means that only approximately 17% of independent shareholders who voted supported Paul Marciano. We would like to thank all those who voted on our proxy card and put the Company on notice that it cannot ignore our collective voice. Paul Marciano may have eked out a win at today's Annual Meeting, but he cannot hide from the persistent reputational and valuation risks we believe his continued presence poses to Guess.
It is inconceivable and deeply troubling that in today's world someone like Paul Marciano could remain in a senior executive role despite more than a dozen sexual harassment allegations against him. It is also disappointing that Paul's brother, Maurice, has in our view helped perpetuate the status quo. Notably, third parties, including leading proxy advisory firms, Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis") strongly agreed with our conclusion that the Guess Board must change. As shareholders, we believe that the current state of affairs is a stain on Guess's reputation and indicates a culture of poor governance and failed oversight.
We contend that the vote today is a clear mandate to the independent members of the Board ? this risk is unacceptable, and it is far past time to act.
The Board must take action to address the issues that remain at Guess and we call on them to remove the Marciano brothers from the Company. It is our sincere hope that the Board does what is right ? in terms of decency and in terms of doing its fiduciary duty for shareholders."
About Legion Partners
Legion Partners is a value-oriented investment manager based in Los Angeles, with a satellite office in Sacramento, CA. Legion Partners seeks to invest in high-quality businesses that are temporarily trading at a discount, utilizing deep fundamental research and long-term shareholder engagement. Legion Partners manages a concentrated portfolio of North American small-cap equities on behalf of some of the world's largest institutional and HNW investors.
Investor Contact:
John Ferguson / Joe Mills
Saratoga Proxy Consulting
(212) 257-1311
[email protected] / [email protected]
Media Contact:
Longacre Square Partners
Dan Zacchei / Joe Germani
[email protected] / [email protected]
- Unaffiliated / non-insider shareholders exclude officers, directors and employees of the Company.
SOURCE Legion Partners Asset Management
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