Mr. Paul 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
Companys licensing segment earnings from operations and the Companys 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 Companys Board at
bod@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 Chairman of the Board.
Governance Guidelines and Committee Charters
The Companys Governance Guidelines, which satisfy the NYSEs listing standards for corporate governance guidelines, as
well as the charters for each of the committees of the Board, are available at http://investors.guess.com. Any person may request a copy of the Companys 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 Companys Code of Ethics (the Code of Ethics). These policies satisfy the NYSEs and the SECs 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 at http://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 Companys 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 Companys Restated Certificate of Incorporation and 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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