UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 23, 2011

 

GUESS?, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

1-11893

 

95-3679695

(Commission File Number)

 

(IRS Employer Identification No.)

 

1444 S. Alameda Street Los Angeles, California 90021

(Address of principal executive offices) (Zip Code)

 

 

Registrant’s telephone number, including area code: (213) 765-3100

 

 

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

On June 23, 2011, Guess?, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”).  As of May 5, 2011, the record date for the Annual Meeting, there were a total of 92,574,703 shares of common stock of the Company outstanding and eligible to vote.  At the Annual Meeting, 87,400,635 shares were represented in person or by proxy and, therefore, a quorum was present.

 

At the Annual Meeting, the shareholders of the Company voted on the following matters:

 

·                The election of three directors to serve on the Company’s Board of Directors for a term of three years each and until their successors are duly elected and qualified.

 

·                The approval of an advisory resolution on executive compensation.

 

·                The approval of an advisory vote on the frequency of future advisory votes on executive compensation.

 

·                The ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending January 28, 2012.

 

The results of the voting were as follows:

 

1.            With respect to the election of three directors to serve on the Company’s Board of Directors for a term of three years each and until their successors are duly elected and qualified:

 

Nominee

Votes For

Votes Withheld

Broker Non-Votes

Kay Isaacson-Leibowitz

78,681,387

5,742,535

2,976,713

Maurice Marciano

81,241,764

3,182,158

2,976,713

Alex Yemenidjian

78,633,914

5,790,008

2,976,713

 

Based on the votes set forth above, all of the director nominees were duly elected.

 

2.            With respect to the advisory resolution approving executive compensation:

 

Votes For

Votes Against

Votes Abstaining

Broker Non-Votes

57,670,287

24,948,505

1,805,130

2,976,713

 

Based on the votes set forth above, the advisory resolution approving executive compensation was approved.

 

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3.            With respect to the advisory vote on the frequency of future advisory votes on executive compensation:

 

1 Year

2 Year

3 Year

Votes Abstaining

Broker Non-Votes

38,954,440

1,085,295

42,579,698

1,804,489

2,976,713

 

Based on the votes set forth above, the shareholders recommended holding an advisory vote on executive compensation every three years.

 

4.            With respect to the ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending January 28, 2012:

 

Votes For

Votes Against

Votes Abstaining

Broker Non-Votes

86,451,972

909,208

39,455

-0-

 

Based on the votes set forth above, the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending January 28, 2012 was duly ratified.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Guess?, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Dated:  June 29, 2011

GUESS?, INC.

 

 

 

 

 

 

 

 

By:

/s/ Dennis R. Secor

 

 

 

 

 

Dennis R. Secor

 

Senior Vice President and

 

Chief Financial Officer

 

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