SEC Form DEF 14A filed by Guess? Inc.

May 16, 2025

Dear Shareholder:

We are pleased to invite you to the 2025 annual meeting of shareholders (including any adjournments or postponements thereto, the “Annual Meeting”) of Guess?, Inc. (the “Company”) to be held on Tuesday, June 10, 2025, at 9:00 a.m. (PDT). The 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 if you pre-register for the Annual Meeting by visiting www.cesonlineservices.com/ges25_vm, where you will be able to listen to the Annual Meeting live, submit questions, and vote.

Shareholders of record of the Company at the close of business on May 9, 2025 are entitled to notice of, and to vote at, the Annual Meeting. Details of the business to be conducted at the Annual Meeting are given in the accompanying Notice of Annual Meeting of Shareholders and the Proxy Statement. The Proxy Statement, accompanying Proxy Card, and Fiscal 2025 Annual Report to Shareholders (including the Company’s Annual Report on Form 10-K for the year ended February 1, 2025 filed on April 11, 2025) were first sent or given to our shareholders on or about May 16, 2025. You should also have received a Proxy Card or Voting Instruction Form and postage-paid return envelope, through which your vote is being solicited on behalf of our Board of Directors (the “Board”).

At the Annual Meeting, you will be asked to: (i) elect seven directors to serve until the Company’s 2026 annual meeting of shareholders, (ii) cast an advisory vote on the compensation of our named executive officers, (iii) ratify the appointment of our independent auditor for the fiscal year ending January 31, 2026, and (iv) 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.

We believe that our slate of Board candidates has the right mix of professional achievement, skills and experiences that qualifies each of them to serve as shareholder representatives overseeing the management of the Company. We are committed to engaging with our shareholders and continuing to solicit feedback about, and understand our shareholders’ perspectives on, the Company. We believe our Board is well positioned to oversee the execution of our long-term strategic plans to grow and realize shareholder value. Our Board recommends that you vote “FOR” each of Mr. Carlos Alberini, Mr. Anthony Chidoni, Mr. Christopher Lewis, Mr. Paul Marciano, Ms. Elsa Michael, Ms. Deborah Weinswig and Mr. Alex Yemenidjian for election to our Board.

It is very important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote as soon as possible. You may vote over the Internet, either directly through the internet site provided or via QR Code on your mobile device, by telephone, or by mailing the Proxy Card or Voting Instruction Form in the postage-paid envelope provided. Returning your Proxy Card or Voting Instruction Form by mail or voting by Internet or telephone does not prevent you from attending the Annual Meeting virtually and voting your shares at the Annual Meeting. Please vote by whichever method is most convenient for you to ensure that your shares are represented at the Annual Meeting.

Your vote and participation, no matter how many or how few shares you own, are very important to us. Your cooperation is greatly appreciated.

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

GUESS?, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held on June 10, 2025

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The Company’s nominees for election as directors of the Company are listed in the accompanying Proxy Statement and on the Proxy Card or Voting Instruction Form enclosed with the accompanying Proxy Statement. The accompanying Proxy Statement also provides detailed information about the matters to be considered at the Annual Meeting. This Notice, the Annual Report on Form 10-K for the year ended February 1, 2025 and the attached Proxy Statement and form of Proxy Card are first being sent to shareholders as of the Record Date, on or about May 16, 2025.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING VIRTUALLY. ACCORDINGLY, AFTER READING THE ACCOMPANYING PROXY STATEMENT, PLEASE FOLLOW THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM AND PROMPTLY SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS BY INTERNET, TELEPHONE OR MAIL AS DESCRIBED ON THE PROXY CARD OR VOTING INSTRUCTION FORM. PLEASE NOTE THAT EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING VIRTUALLY, WE RECOMMEND THAT YOU VOTE USING THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM PRIOR TO THE ANNUAL MEETING TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED. EVEN IF YOU VOTE YOUR SHARES PRIOR TO THE ANNUAL MEETING, IF YOU ARE A RECORD HOLDER OF SHARES, OR A BENEFICIAL HOLDER WHO OBTAINS A LEGAL PROXY FROM YOUR BROKER, BANK, TRUSTEE, OR OTHER NOMINEE, YOU STILL MAY ATTEND THE VIRTUAL ANNUAL MEETING AND VOTE YOUR SHARES AT THE ANNUAL MEETING.

Regardless of the number of shares of Common Stock that you own, your vote is important. Thank you for your continued support, interest and investment in the Company.

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IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact are forward-looking statements. These statements include those relating to our expectations, analyses and other information based on current plans, forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to our goals, future prospects, potential actions, events impacting our supply chain and the markets in which we operate, the impact of new laws and regulations in the United States or abroad, including the impact of trade policies such as tariffs, our strategic initiatives, our plans to expand our business, our sustainability and emission reduction goals, our environmental, social and governance performance, goals and initiatives, our capital allocation plans, cash needs and current business strategies. These forward-looking statements may be 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 what is currently anticipated. Factors 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; changes in consumer confidence or discretionary consumer spending; sanctions and export controls targeting Russia and other impacts related to the war in Ukraine; risks related to the Red Sea crisis or other international matters impacting the global supply chain; risks relating to our indebtedness; changes to estimates related to impairments, inventory and other reserves; changes in the competitive marketplace and in 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; our ability to effectively operate our various retail concepts; our ability to successfully and/or timely implement our growth strategies and other strategic initiatives; any impact on our business from potential transactions, including any proposed going private transaction; risks that costs associated with any restructuring activities may be higher or lower than expected; risks that the anticipated benefit from our business and portfolio optimization plans may not be realized in full, on the anticipated timeline or at all; our ability to complete or integrate acquisitions or alliances; uncertainties regarding our ability to realize operational efficiencies and other anticipated synergies; failure to realize the benefits from our acquisition of rag & bone or from our strategic partnership with WHP Global; our ability to expand internationally and operate in regions where we have less experience; risks relating to our convertible senior notes, including our ability to settle the liabilities in cash and risks related to the impact of stock price volatility on our fair value remeasurement of derivatives related to our convertible senior notes due 2028 and the related convertible note hedge; disruptions at our distribution facilities; our ability to attract and retain management and other key personnel; obligations or changes in estimates arising from new or existing litigation, income tax and other regulatory proceedings; errors in our assumptions, estimates and judgments related to tax matters; changes in U.S. or foreign income tax or tariff policy, including changes to tariffs on imports from or into the U.S.; accounting adjustments to our unaudited financial statements; future non-cash asset impairments, including goodwill, right-of-use lease assets and/or other store asset impairments; violations of or changes to, domestic or international laws and regulations; risks associated with the acts or omissions of our licensees and third party vendors, including a failure to comply with our vendor code of conduct or other policies; risks associated with cybersecurity incidents and other cybersecurity 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 systems; changes in economic, political, social and other conditions affecting our foreign operations and sourcing, including the impact of currency fluctuations; global income tax rates and economic and market conditions in the various countries in which we operate; impacts of inflation and further inflationary pressures; fluctuations in quarterly performance; slowing in-person customer traffic; increases in labor costs; increases in wages; fluctuations in the price or availability of raw materials; risks relating to activist investor activity; volatility of our Common Stock; and the significant voting power of our founders. In addition to these factors, the economic, technological, managerial, and other risks identified in our most recent annual report on Form 10-K, including as set forth in “Item 1A. Risk Factors,” and our other filings with the U.S. Securities and Exchange Commission (the “SEC”) could cause actual results to differ materially from current expectations.

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We operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements. The forward-looking statements included herein are based on current expectations of our management based on available information and are believed to be reasonable. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. 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. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether to reflect events or circumstances after the date of this Proxy Statement or otherwise. You should read this Proxy Statement and the other documents we file with the SEC with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by the cautionary statements referenced above.

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TABLE OF CONTENTS

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING TO BE HELD ON JUNE 10, 2025

This Proxy Statement, the accompanying Proxy Card and our Annual Report on Form 10-K for the Fiscal Year Ended February 1, 2025 are available at www.viewourmaterial.com/ges. Information on that website, other than this Proxy Statement, is not incorporated by reference into, and is not a part of, this Proxy Statement.

Please sign, date and promptly return the enclosed Proxy Card or Voting Instruction Form in the postage-paid envelope provided, or grant a proxy and give voting instructions by Internet, either directly through the internet site provided or via QR Code on your mobile device, or telephone, so that your shares may be represented at the 2025 Annual Meeting to be held virtually at 9:00 a.m. (PDT) on Tuesday, June 10, 2025. Instructions are on your Proxy Card or on the Voting Instruction Form provided by your broker, bank, trustee or other nominee.

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The accompanying Proxy Statement provides a detailed description of the business to be conducted at the Annual Meeting. We urge you to read the accompanying Proxy Statement carefully and in its entirety.

If you have any questions concerning the business to be conducted at the Annual Meeting, would like additional copies of the Proxy Statement or need help submitting a proxy or voting instructions for your shares, please contact Innisfree M&A Incorporated, our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20^th Floor

New York, NY 10022

Shareholders Call Toll Free: (877) 825-8772

Banks and Brokers Call Collect: (212) 750-5833

GUESS?, INC.

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS

To be held on June 10, 2025

This proxy statement (the “Proxy Statement”) and the enclosed Proxy Card or Voting Instruction Form are first being furnished to shareholders commencing on or about May 16, 2025, in connection with the solicitation by the Board of Directors (the “Board”) of Guess?, Inc. (the “Company”) of proxies for use at the 2025 annual meeting of shareholders (the “Annual Meeting”) to be held on Tuesday, June 10, 2025, at 9:00 a.m. (PDT), 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

You are receiving this Proxy Statement as one of our shareholders as of the Record Date for purposes of determining the shareholders entitled to receive notice of and vote at the Annual Meeting. As further described below, we request that you promptly use the enclosed Proxy Card or Voting Instruction Form to vote, by Internet, either directly through the internet site provided or via QR Code on your mobile device, by telephone or by mail, on the Proposals to be presented at the Annual Meeting.

THE BOARD RECOMMENDS VOTING “FOR” EACH OF THE BOARD’S NOMINEES ON PROPOSAL No. 1 AND “FOR” PROPOSAL Nos. 2 and 3 USING THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM.

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Shareholders may request another free copy of the fiscal 2025 Annual Report on Form 10-K from:

Guess?, Inc.

Attn: Investor Relations

1444 South Alameda Street

Los Angeles, California 90021

(213) 765-5578

investors.guess.com

We will also furnish any exhibit to the fiscal 2025 Annual Report on Form 10-K if specifically requested. Our Proxy Statement and 2025 Annual Report to Shareholders, including our fiscal 2025 Annual Report on Form 10-K, are also available on our website at investors.guess.com/sec-filing.

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

We describe each Proposal and the Board’s reason for its recommendation with respect to each Proposal on pages 11, 12 and 15 and elsewhere in this Proxy Statement.

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Additionally, we have retained Innisfree M&A Incorporated (“Innisfree”), a proxy solicitation firm, which may solicit proxies on the Board’s behalf. You may also see solicitation materials by e-mail, in person, by mail, by press releases issued by us, by postings on our corporate website or other websites, or otherwise. Unless expressly indicated otherwise, information contained on our corporate website is not part of this Proxy Statement. In addition, none of the information on the other websites, if any, listed in this Proxy Statement is incorporated by reference into, and is not part of, this Proxy Statement. Such website addresses are intended to be inactive textual references only.

Additionally, if the aggregate voting power of shares of Common Stock owned by each of Mr. Paul Marciano and Mr. Maurice Marciano (together, the “Marcianos”) exceeds 42.75% (the “Excess Shares”), the Marcianos have each agreed pursuant to the terms of a voting agreement entered into with the Company to vote the Excess Shares in direct proportion to the manner in which all other shares of Common Stock over which they do not have voting power are voted (or not voted) on the proposals at the Annual Meeting. Mr. Paul Marciano and Mr. Maurice Marciano collectively owned less than 42.75% of the aggregate voting power of shares of Common Stock as of the Record Date, so accordingly they are entitled to vote the entirety of the shares of Common Stock they own in their discretion at the Annual Meeting.

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Shareholder of Record: If, on the Record Date, your shares were registered directly in your name with the transfer agent for our Common Stock, Computershare Trust Company, N.A. (“Computershare”), then you are a shareholder of record. As a shareholder of record, you may vote using one of the following four methods:

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The Internet and telephone voting procedures are designed to authenticate your identity, to allow you to vote your shares and to confirm that your voting instructions have been properly recorded. Specific instructions are set forth on the enclosed Proxy Card. Regardless of the method you choose, your vote is important. Please vote by following the specific instructions on your Proxy Card. All proxies will be governed by and construed in accordance with the laws of the State of Delaware and applicable federal securities laws.

Beneficial Shareholder: If, on the Record Date, your shares were held in an account at a brokerage firm, bank, trustee or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. Please refer to “—What if my shares are held in ‘street name?’” below for information about how to vote those shares at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your voting instructions in advance of the Annual Meeting to ensure that your shares are represented at the Annual Meeting.

If you have any questions or require assistance in submitting a proxy or voting instructions for your shares, please call Innisfree at (877) 825-8772 (toll free for shareholders) or (212) 750-5833 (collect for banks and brokers).

Attendance at the virtual Annual Meeting will not revoke a proxy unless you actually vote electronically during the virtual Annual Meeting.

If your shares are held by your broker, bank, trustee or other nominee, you should follow the instructions provided by them.

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Accordingly, if your shares are held in a brokerage account, it is very important that you instruct your broker on how to vote shares that you hold in street name. We urge you to follow the directions provided by your broker that holds your shares and provide voting instructions on the Voting Instruction Form provided by your broker.

Guess?, Inc.

Attn: Investor Relations

1444 South Alameda Street

Los Angeles, California 90021

(213) 765-5578

Similarly, if you share an address with another shareholder and have received multiple copies of our proxy materials, you may write or call us at the above address and phone number to request delivery of a single copy of these materials in the future.

If you are a street name shareholder, you may contact your broker, bank or other nominee to request householding information.

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Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the Annual Meeting via the Internet. Shares voting “abstain” or “withhold” and broker non-votes, if any, will be counted towards the quorum requirement.

Proposal No. 2 (Advisory Approval of Compensation of Named Executive Officers). The affirmative vote of the holders of a majority of shares of Common Stock present or represented by proxy at the Annual Meeting and entitled to vote thereat, provided that a quorum exists, is required to approve this Proposal. Abstentions and broker non-votes, if any, are shares present and entitled to vote at the Annual Meeting and will have the same effect as a vote “Against” this Proposal.

Proposal No. 3 (Ratification of Independent Auditor). The affirmative vote of the holders of a majority of shares of Common Stock present or represented by proxy at the Annual Meeting and entitled to vote thereat, provided that a quorum exists, is required to approve this Proposal. Abstentions, if any, are shares present and entitled to vote at the Annual Meeting and will have the same effect as votes “Against” this Proposal. We do not expect there will be any broker non-votes on this Proposal.

Please note that Proposal No. 2 and Proposal No. 3 are advisory only and will not be binding. The results of the votes on Proposal No. 2 and Proposal No. 3 will be taken into consideration by management and our Board, or the appropriate committee of our Board, as applicable, when making future decisions regarding these matters.

As a shareholder as of the Record Date, if you properly complete, sign, date and return a Proxy Card or Voting Instruction Form, your shares of Common Stock will be voted as you specify. However, if you submit a signed Proxy Card or Voting Instruction Form or submit your proxy by telephone or Internet and do not specify how you want your shares voted on any matter, the persons named as proxies will vote your shares: “FOR” each of the Board nominees set forth on the Proxy Card or Voting Instruction Form (Proposal No. 1); and “FOR” each of Proposal Nos. 2 and 3.

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Shareholder Proposals: For a shareholder proposal to be considered for inclusion in the Company’s proxy statement for the 2026 Annual Meeting, the written proposal must be received by our Corporate Secretary at our principal executive offices no later than January 16, 2026. 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 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

Strada Regina 44

Bioggio, Switzerland CH-6934

For a shareholder proposal that is not intended to be included in the Company’s proxy statement under Rule 14a-8 for the 2026 Annual Meeting, the shareholder must provide the information required by Section 2.09 of our Fourth Amended and Restated Bylaws (the “Bylaws”) and give timely notice to our Corporate Secretary in accordance with such section of the Bylaws, which, in general, require that the notice be received by our Corporate Secretary:

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: For a shareholder to nominate a director for election to the Board at the annual meeting next year, the shareholder must provide the information required by Section 3.03 of the Bylaws and give timely notice to our Corporate Secretary in accordance with such section of the Bylaws, which, in general, require that the notice be received by our Corporate Secretary:

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.

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In addition, a shareholder who intends to solicit proxies in support of director nominees other than the Company’s nominees at the 2026 Annual Meeting must provide us with written notice setting forth the information required by Rule 14a-19 under the Exchange Act, unless the information has been provided in a preliminary or definitive proxy statement previously filed by the shareholder. Such written notice must be postmarked or transmitted electronically no later than April 13, 2026. If we change the date of the 2026 Annual Meeting by more than 30 days from the anniversary of the Annual Meeting, your written notice must be received by the later of 60 days prior to the date of the 2026 Annual Meeting or the tenth calendar day following the day on which we first publicly announce the date of the 2026 Annual Meeting of shareholders. The notice requirement under Rule 14a-19 is in addition to the applicable notice requirements under our Bylaws as described above.

Copy of Bylaw Provisions: You may contact our Corporate Secretary at our principal executive offices for a copy of the relevant Bylaw provisions regarding the requirements for providing notice of shareholder proposals or director nominations under the advance notice provisions of the Bylaws. Our current Bylaws are also available on our website at investors.guess.com/articles-bylaws.

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Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders Call Toll Free: (877) 825-8772

Banks and Brokers Call Collect: (212) 750-5833

THE BOARD RECOMMENDS VOTING “FOR” EACH OF THE BOARD’S NOMINEES ON PROPOSAL No. 1, “FOR” PROPOSAL No. 2, AND “FOR” PROPOSAL No. 3, USING THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM.

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PROPOSAL NO. 1: ELECTION OF DIRECTORS

(Item 1 on the Proxy Card)

Our Bylaws authorize a Board consisting of not less than three and not more than fifteen directors. The Board currently consists of seven members, with all directors’ terms expiring at the Annual Meeting. The Board has nominated Mr. Carlos Alberini, Mr. Anthony Chidoni, Mr. Christopher Lewis, Mr. Paul Marciano, Ms. Elsa Michael, Ms. Deborah Weinswig and Mr. Alex Yemenidjian for election to the Board at the Annual Meeting. Each of the nominees is currently a member of our Board and, other than Mr. Lewis, was elected to our Board at our 2024 annual meeting of shareholders.

Mr. Alberini is our Chief Executive Officer and Mr. Marciano is our co-founder and Chief Creative Officer. Messrs. Chidoni, Lewis and Yemenidjian and Mses. Michael and Weinswig are independent directors, as discussed under the heading “Corporate Governance and Board Matters—Board Independence, Structure and Committee Composition” herein. Each of the nominees has consented to being named in this Proxy Statement and has agreed to serve as a member of the Board if elected. Information regarding the nominees 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 may 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 seven directors at the Annual Meeting. Director nominees are nominated to serve on our Board for a one-year term, to hold office until the next annual meeting of our shareholders or until the election and qualification of his or her successor and subject to his or her earlier death, disqualification, resignation or removal.

As of the filing of this Proxy Statement, we have a director resignation policy to which all directors are subject. Pursuant to the director resignation policy, any director who receives a greater number of votes “Withheld” from his or her election than votes “For” such election must tender his or her resignation to the Board 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 we shall publicly disclose the decision of the Board.

REQUIRED VOTE

Directors are elected by a plurality of the votes cast at the Annual Meeting. This means that the seven director nominees receiving the highest number of affirmative votes at the Annual Meeting will be elected as directors. A properly executed proxy marked “Withhold” with respect to the election of a director will not be voted with respect to such director and a broker non-vote, if any, will not be counted in the outcome of this Proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF MR. CARLOS ALBERINI, MR. ANTHONY CHIDONI, MR. CHRISTOPHER LEWIS, MR. PAUL MARCIANO, MS. ELSA MICHAEL, MS. DEBORAH WEINSWIG AND MR. ALEX YEMENIDJIAN TO SERVE ON OUR BOARD.

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PROPOSAL NO. 2: ADVISORY VOTE ON THE

COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

(Item 2 on the Proxy Card)

We are 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:

Fiscal 2025 was a year of continued progress against important operational, strategic and financial objectives that support our goal to drive sustainable revenues, earnings growth and value creation for our shareholders. Importantly, this year we reached a significant milestone for our Company, as we executed our first acquisition in Guess’s history, with the addition of rag & bone to our portfolio. We also expanded and renewed our partnerships, including the renewal of our handbag license agreement with our existing partner, cementing an important relationship until 2039. During the year, we delivered solid results with our licensing segment and our wholesale businesses in Europe and the Americas but missed our plans for our direct-to-consumer business due to slower customer traffic in North America and Asia. Overall, we reached almost $3 billion in revenues and $174 million in earnings from operations in fiscal 2025. We also remained highly committed to returning capital to our shareholders, delivering $185 million of dividend payments, including a special dividend of $120 million, and repurchasing $60 million of our shares during the year.

Some of the key highlights of our executive compensation program for fiscal 2025 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, our CEO Stock Holding Policy 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 Exchange Act, the Board requests that our shareholders vote on the following resolution:

“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 us, the Board 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 or the Compensation Committee. However, the Compensation Committee, which is responsible for designing and administering our 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.

Our 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. Accordingly, it is expected that the next advisory vote to approve the compensation of our Named Executive Officers will be held at the 2026 Annual Meeting.

REQUIRED VOTE

The affirmative vote of a majority of shares of Common Stock present or represented by proxy at the Annual Meeting and entitled to vote thereat, provided that a quorum exists, is required for approval of this Proposal. Abstentions and broker non-votes, if any, are shares present and entitled to vote at the Annual Meeting and will be treated as votes “Against” this Proposal. As an advisory vote, this Proposal is non-binding.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADVISORY RESOLUTION APPROVING THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS ON THE PROXY CARD AND VOTING INSTRUCTION FORM.

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PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF

THE INDEPENDENT AUDITOR

(Item 3 on the Proxy Card)

Our Audit Committee has appointed the firm of Ernst & Young to act as our independent auditor for the fiscal year ending January 31, 2026, and recommends that our shareholders vote in favor of ratifying 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 our independent registered public accounting firm. Ernst & Young has served as our 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.

Additional information about Ernst & Young, including the fees we paid Ernst & Young in fiscal years 2025 and 2024, can be found in this Proxy Statement under the heading “Relationship with Independent Registered Public Accountant.” The report of the Audit Committee included in this Proxy Statement under the heading “Report of the Audit Committee” also contains information about the role of Ernst & Young with respect to the audit of our financial statements.

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

REQUIRED VOTE

The affirmative vote of a majority of shares of Common Stock present or represented by proxy at the Annual Meeting and entitled to vote thereat, provided that a quorum exists, is required to ratify the appointment of Ernst & Young. Abstentions, if any, are shares present and entitled to vote at the Annual Meeting and will be treated as a vote “Against” this Proposal. We do not expect any broker non-votes on this Proposal. As an advisory vote, this Proposal is non-binding.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF ERNST & YOUNG ON THE PROXY CARD AND VOTING INSTRUCTION FORM.

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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 February 1, 2025 and February 3, 2024 by Ernst & Young, our independent auditor, are as follows (in thousands):

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

In addition to retaining Ernst & Young to audit and review our consolidated financial statements for fiscal 2025, we retained Ernst & Young and other accounting firms to provide other advisory services in fiscal 2025. The Audit Committee considered whether the provision of non-audit services provided by Ernst & Young during fiscal 2025 was compatible with maintaining auditor independence, and believes that the provision of such services is compatible.

Pre-Approval Policies and Procedures

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 consolidated 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. The Audit Committee is directly responsible for the appointment and oversight of the Company’s 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, Ernst & Young LLP (“Ernst & Young”), is responsible for performing an independent audit of the Company’s consolidated financial statements, expressing an opinion as to the conformity of the Company’s audited consolidated 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 consolidated financial statements for the fiscal year ended February 1, 2025. In addition, we have discussed with Ernst & Young the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight 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 firm’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 consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025 for filing with the SEC.

The material in this report is not “soliciting material,” is not deemed “filed” and is not to be incorporated by reference in any filing of Guess?, Inc. under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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CORPORATE GOVERNANCE AND BOARD MATTERS

DIRECTORS AND EXECUTIVE OFFICERS

Our directors and executive officers as of May 16, 2025 are as follows:

DIRECTOR TENURE

As of the date of this Proxy Statement, approximately 29% of our directors have served on the Board for less than five years (with approximately 43% serving six years or less). The average tenure of our directors is approximately 13 years (with a median tenure of approximately 6 years). The average tenure of our independent directors is approximately 10 years (with a median tenure of 6 years).

With respect to the directors named above, the Board has determined that Anthony Chidoni, Christopher Lewis, Elsa Michael, Deborah Weinswig and Alex Yemenidjian are “independent” directors under the director independence standards of the New York Stock Exchange (“NYSE”). Additionally, the Board had determined that Ms. Cynthia Livingston and Mr. Thomas J. Barrack, Jr. were independent under the director independence standards of the NYSE during their terms as directors.

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DIRECTOR SKILLS, EXPERIENCE AND BACKGROUND

We believe each of our seven directors possess the skills and experiences necessary for effective service as a director and to properly oversee management’s execution of our strategic plan. In addition to each director’s specific experience, qualifications and skills listed in their biographies and below, we believe that each of our directors has a reputation for integrity, honesty and adherence to high ethical standards and has demonstrated business acumen and an ability to exercise sound business judgment. We believe all of our directors have a commitment to the Company and to building long-term shareholder value. The following chart shows a summary of our directors’ individual skills and core competencies:

Paul Marciano

Carlos Alberini

Alex Yemenidjian

Anthony Chidoni

Elsa Michael

Christopher Lewis

Deborah Weinswig

Public Company Leadership (CEO, CFO or Public Directorships)

5/7 directors

Senior Leadership Experience (C-Suite Executive or Equivalent)

5/7 directors

Operations Management

4/7 directors

Corporate Governance and Compliance

2/7 directors

Retail, Brand or Consumer Facing Industries

6/7 directors

eCommerce or Digital Experience

4/7 directors

Financial, Transactional, Accounting or Regulatory Compliance

4/7 directors

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DIRECTORS

Skills and Qualifications

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 Chief Creative Officer provides a direct and valuable link between management and the Board, and his creative and strategic vision for the brand helps to guide the Board’s overall approach.

Career Highlights

Mr. 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 in his current role as Chief Creative Officer, a 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.

Skills and Qualifications

Mr. Alberini’s extensive executive leadership experience, particularly in the apparel industry, and strong operational background, together with his intimate knowledge of the Company’s operations (from his current and former roles with the Company), provide the Board with valuable strategic and operational insights.

Career Highlights

Mr. Alberini has served as the Chief Executive Officer and a member of our Board since February 2019. He previously served as Chairman and Chief Executive Officer of Lucky Brand, a denim-focused apparel company, from February 2014 until February 2019. Mr. Alberini served as the Co-Chief Executive Officer of RH (NYSE: RH) (formerly known as Restoration Hardware Holdings, Inc.), a luxury home-furnishings company, from June 2010 through October 2012 and from July 2013 through January 2014, and he served as the sole Chief Executive Officer of RH from October 2012 through July 2013. Mr. Alberini previously served as our President and Chief Operating Officer from December 2000 to June 2010 (and as Interim Chief Financial Officer from May 2006 to July 2006). From October 1996 to December 2000, Mr. Alberini served as Senior Vice President and Chief Financial Officer of Footstar, Inc., a retailer of footwear. From May 1995 to October 1996, Mr. Alberini served as Vice President of Finance and Acting Chief Financial Officer of the Melville Corporation, a retail holding corporation. From 1987 to 1995, Mr. Alberini was with The Bon-Ton Stores, Inc., an operator of department stores, in various capacities, including Corporate Controller, Senior Vice President, Chief Financial Officer and Treasurer. Prior to that, Mr. Alberini served in various positions at PricewaterhouseCoopers LLP, an audit firm.

Other Public Company Directorships in Last Five Years

Mr. Alberini has served on the board of directors of RH since June 2010.

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Skills and Qualifications

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.

Career Highlights

Mr. 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 the 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 also served as co-Chief Executive Officer of XStream Systems Inc., a company specializing in next generation equipment for material identification in the pharmaceutical industry, from 2010 to 2014.

Skills and Qualifications

Mr. Lewis provides the Board with the unique perspective of someone with significant legal experience. In addition, his experience with a financial institution, his extensive work with diversity and inclusion initiatives and his knowledge of corporate governance and compliance matters provides the Board with valuable insight and a depth of knowledge and experience. Mr. Lewis has been appointed to the Board based on the recommendation of the Employees Retirement System of Rhode Island (“ERSRI”) pursuant to the Stipulation and Agreement of Compromise, Settlement, and Release (the “Stipulation”) entered into between the Company and ERSRI as discussed under “—Corporate Governance Enhancements” below.

Career Highlights

Mr. Lewis previously served as Chief Legal Officer and General Counsel of Edward Jones, a financial services company, from July 2015 until his retirement in March 2023. Prior to serving as General Counsel, Mr. Lewis served as Deputy General Counsel from January 2007 to July 2015. Prior to joining Edward Jones, Mr. Lewis served as Special Counsel at Duane Morris LLP from 2004 to 2006 and as an associate at K&L Gates LLP from 2000 to 2004. Mr. Lewis currently sits on the board of directors of Big Brothers Big Sisters of Eastern Missouri and serves as the co-chair of the governance and nominating committee of the Manhattanville University Board of Trustees. Mr. Lewis received his juris doctorate from Columbia Law School and his B.A. in political science from Manhattanville University.

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Skills and Qualifications

Ms. Michael provides the Board with the benefit of her extensive merchandising expertise and deep knowledge of the fashion industry in general and the Guess? brand in particular. As the Company continues its growth in Europe, which currently represents the largest segment of the Company’s business, her direct experience in Europe provides a valuable and unique perspective to the Board.

Career Highlights

Ms. Michael has over 25 years of experience in the fashion industry, having served in various non-executive merchandising positions for the Company’s European operations from 1994 until her retirement in July 2019, including most recently as Merchandising Director from 2015 to July 2019. Ms. Michael is also president and co-founder of Smile Project, a charitable organization based in Italy with a mission to provide clean water, food, energy, and education for children, primarily in her birth country of Eritrea.

Skills and Qualifications

Ms. Weinswig’s experience and expertise in retail innovation, especially as it relates to data and technology, as well as her knowledge of the global retail landscape, provides the Board with valuable insights into these important and rapidly changing areas.

Career Highlights

Ms. Weinswig is the founder and CEO of Coresight Research, Inc., a provider of research and advisory services to brands and investors, where she has served since February 2018. From 2014 until February 2018, she served as Managing Director for Fung Global Retail and Technology (“FGRT”), the think tank for the Fung Group of companies, which operate trading, logistics, distribution and retail businesses. Prior to leading FGRT, Ms. Weinswig served as Chief Customer Officer for Profitect Inc., a predictive analytics and big data software provider, and in a number of roles with Citigroup, Inc., most recently as Managing Director and Head of the Global Staples and Consumer Discretionary team at Citi Research. In addition, Ms. Weinswig serves on the advisory board for a number of accelerators and on the board for a number of philanthropic organizations. Ms. Weinswig is a Certified Public Accountant and holds an M.B.A. from the University of Chicago.

Other Public Company Directorships in Last Five Years

Ms. Weinswig currently serves on the board of directors of Xcel Brands, Inc., a consumer products company (where she also serves on its audit committee), and serves as trustee of Primaris REIT, a real estate investment company that manages retail properties (where she also serves on its audit committee and its compensation, governance and nominating committee).

She previously served on the board of directors of Nogin, Inc., a cloud-based eCommerce platform for brands and merchants, from August 2022 until February 2023, and CHW Acquisition Corporation, a special purpose acquisition company that ultimately merged with Wag! Labs, Inc., a pet services marketplace company, from August 2021 until August 2022.

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Skills and Qualifications

Mr. Yemenidjian provides 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.

Career Highlights

Mr. Yemenidjian served as Chairman of the Board and Chief Executive Officer of Oshidori International Development LTD, a Japanese company established to develop an integrated resort in Japan, from June 2020 to September 2022. 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. He was a co-owner and served as Chairman of the Board and Chief Executive Officer of Tropicana Las Vegas Hotel & Casino, Inc., an owner and operator of casino hotels, 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 (“MGM”) (formerly MGM Grand, Inc. and MGM Mirage Resorts, Inc.), a global entertainment company, 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.

Other Public Company Directorships in Last Five Years

Mr. Yemenidjian has served as a trustee of Baron Investment Funds Trust (where he also sits on its audit and nominating committees) and Baron Select Funds, both mutual funds, since 2006. He also served as non-executive Chairman of Oshidori International Holdings Ltd, a financial services company, from June 2020 until September 2022, and as a director of Green Thumb Industries Inc., a multi-state grower, producer and retailer of cannabis products, from June 2019 to December 2020.

EXECUTIVE OFFICERS

Information on the business background of Carlos Alberini, our Chief Executive Officer, and Paul Marciano, our Chief Creative Officer, is set forth above under “—Directors” above.

Dennis R. Secor currently serves as our Interim Chief Financial Officer, a position he has held since August 2024, and previously held from April 2022 until July 2023. Mr. Secor also served as our Executive Vice President, Finance from July 2023 to August 2024 and as our Senior Vice President and Chief Financial Officer from July 2006 to December 2012. Since 2021, Mr. Secor has operated his own management consulting practice in New Zealand, providing financial and operational management services to small and medium sized businesses. Before that, he served as the Chief Financial Officer of Torrid Holdings Inc. (NYSE: CURV), a publicly traded plus-size clothing retailer, from May 2018 to July 2019, as Chief Financial Officer of Incipio Group, a privately held consumer technology accessories designer and manufacturer, from November 2017 to

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January 2018, and as Executive Vice President, Chief Financial Officer and Treasurer of Fossil Group, Inc. (Nasdaq: FOSL), a publicly traded global accessories retailer and wholesaler, from December 2012 to November 2017. Before his initial service with the Company, Mr. Secor served as Vice President and Chief Financial Officer of Electronic Arts Canada, a subsidiary of Electronic Arts Inc. (Nasdaq: EA), a publicly traded video game publisher, from August 2004 to July 2006. He holds a B.S. in Business Administration, Accounting from the University of San Diego.

Fabrice Benarouche currently serves as our Senior Vice President Finance, Investor Relations and Chief Accounting Officer, a position he has held since April 2023. Mr. Benarouche previously served as our Vice President, Finance and Investor Relations from 2014 to April 2023 after having joined Guess? in 2006 and serving in various other financial roles. Prior to joining the Company, Mr. Benarouche was a manager at Ineum Consulting (Deloitte Consulting, acquired by Management Consulting Group, PLC), a consulting firm in Paris, France. Mr. Benarouche received a Master of Science in Information Technology from Telecom SudParis. Mr. Benarouche is the nephew of Paul Marciano, our Chief Creative Officer and member of our Board.

BOARD INDEPENDENCE, STRUCTURE AND COMMITTEE COMPOSITION

The Board is currently composed of seven directors, five of whom qualify as independent directors pursuant to corporate governance standards applicable to 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.

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Applying these categorical standards and considering all relevant facts and circumstances, the Board determined that the following directors qualify as independent: Anthony Chidoni, Christopher Lewis, Elsa Michael, Deborah Weinswig and Alex Yemenidjian (the “Independent Directors”). Additionally, the Board had determined that Ms. Cynthia Livingston and Mr. Thomas J. Barrack, Jr. were independent under the director independence standards of the NYSE during their terms as directors. In making its determination of independence with respect to Ms. Michael, the Board considered certain donations made by the Company to Smile Project, a charitable organization of which Ms. Michael is co-founder and president. The value of these donations did not exceed the greater of $1 million or 2% of the charitable organization’s consolidated gross revenues for any of fiscal years 2025, 2024 or 2023. Such donations made during fiscal 2025 are described under “Certain Relationships and Related Transactions” below. The Board also considered Ms. Michael’s previous non-executive employment with the Company until her retirement in July 2019. The Board determined that neither Ms. Michael’s affiliation with Smile Project nor her previous employment with the Company impair Ms. Michael’s independence.

Each of the members 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” above.

Our Board had the following three standing committees in fiscal 2025: (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 at investors.guess.com/committee-charters.

The Board held six meetings during fiscal 2025. Each current director attended at least 75% of the aggregate of the total Board meetings and total committee meetings on which such director served during fiscal 2025 during the period of his or her service in fiscal 2025. Directors are encouraged to attend annual meetings of the Company’s shareholders. All of our then-current directors attended our 2024 annual meeting of shareholders.

X = Committee member; * = Chair

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Audit Committee

The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of the integrity of the Company’s consolidated 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 consolidated financial statements; pre-approves all non-audit services to be performed by the independent auditor; 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; reviews the Company’s Code of Ethics and oversees management’s system to enforce such Code; reviews related party transactions and potential conflicts of interest; provides oversight of risks related to information technology, information security and cybersecurity matters; and reviews other risks that may have a significant impact on the Company’s consolidated 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 at investors.guess.com/committee-charters.

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 policies of the Company; oversees the administration of all of the Company’s compensation and benefit plans; reviews and approves compensation of the executive officers of the Company; reviews and makes recommendations to the Board regarding non-employee director compensation; prepares the Compensation Committee report for inclusion in the annual proxy statement; and annually reviews the Compensation Committee Charter and the Compensation Committee’s performance. The Compensation Committee has the authority to obtain advice and assistance from, and receive appropriate funding from the Company for, any compensation consultant, outside legal and other advisors as the Compensation Committee deems necessary to carry out its duties.

The report of the Compensation Committee is included in this Proxy Statement. A current copy of the Compensation Committee Charter is available on the Company’s website at investors.guess.com/committee-charters. 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 (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

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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; monitoring executive-level succession planning and management development; reviewing governance-related shareholder proposals and recommending Board responses; overseeing the evaluation of the Board and management; conducting a preliminary review of director independence and the financial literacy and expertise of Audit Committee members; overseeing and advising the Board with respect to the Company’s positions and practices regarding significant environmental, social and governance (“ESG”) risks, including environmental, sustainability and climate risks and the Company’s public reporting on these topics; overseeing the Company’s human capital management efforts and disclosures, including talent attraction, engagement and retention; and reviewing and assessing our director orientation and continuing education programs. A current copy of the Nominating and Governance Committee Charter is available on the Company’s website at investors.guess.com/committee-charters.

CONSIDERATION OF DIRECTOR NOMINEES

Shareholder Recommendations

The policy of the Nominating and Governance Committee is to consider properly submitted shareholder recommendations of candidates for membership on the Board as described below under “—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 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 Qualifications” below.

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

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Any shareholder recommendations for candidates for membership on the Board should be addressed to:

Guess?, Inc.

Attn: Chair of the Nominating and Governance Committee

c/o Corporate Secretary

Strada Regina 44

Bioggio, Switzerland CH-6934

Director Qualifications

The Nominating and Governance Committee has established the following minimum criteria for evaluating prospective Board candidates:

The Nominating and Governance Committee will also consider the following factors in connection with its evaluation of each prospective nominee:

While the Nominating and Governance Committee considers all of these factors, including whether the nominee will foster a mix 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.

Identifying and Evaluating Nominees for Directors

The Nominating and Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Nominating and Governance Committee evaluates the current members of the Board

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whose terms are expiring and who are willing to serve an additional term utilizing the criteria described above to determine whether to recommend such directors for re-election. All of the nominees for election at the Annual Meeting are currently members of our Board, and, with the exception of Mr. Lewis, were elected to our Board at our 2024 annual meeting of shareholders.

The Nominating and Governance Committee also regularly assesses whether any vacancies on the Board are expected due to retirement or otherwise or whether it would be advisable to increase the overall size of the Board through the addition of a new director. In the event that vacancies are anticipated, or otherwise arise, or if the size of the Board may be increased, the Nominating and Governance Committee considers various potential candidates for director. Candidates may come to the attention of the Nominating and Governance Committee through current Board members, professional search firms hired to identify potential nominees, shareholders, members of management or other persons. These candidates are evaluated at regular or special meetings of the Nominating and Governance Committee and may be considered at any point during the year. During fiscal 2025, the Nominating and Governance Committee determined it was appropriate to appoint Mr. Lewis to the Board. Mr. Lewis initially came to the attention of the Nominating and Governance Committee after being selected by ERSRI as their candidate to join our Board pursuant to the Stipulation (as discussed under “—Corporate Governance Enhancements”).

As described above, the Nominating and Governance Committee considers properly submitted shareholder recommendations of director candidates for membership on the Board. Following verification of the shareholder status of persons proposing candidates, recommendations are aggregated and considered by the Nominating and Governance Committee at a regularly scheduled meeting, which is generally the first or second meeting prior to the issuance of the proxy statement for the Company’s annual meeting. If any materials are provided by a shareholder in connection with the recommendation of a director candidate, such materials are forwarded to the Nominating and Governance Committee. The Nominating and Governance Committee also reviews materials provided by professional search firms or other parties in connection with a nominee who is not proposed by a shareholder. In evaluating such nominations, the Nominating and Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board.

Director Resignation Policy

The Board has adopted a Director Resignation Policy, providing 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 roles of Chairman of the Board and Chief Executive Officer (“CEO”) should be separate. Since 2007, the roles of Chairman of the Board and Chief Executive Officer have been separate, except for a brief period between February 2, 2019 and February 19, 2019 when Mr. Maurice Marciano served as both Chairman of the Board and Interim Chief Executive Officer (pending the effective start date for Carlos Alberini as the Company’s new Chief Executive Officer). Currently, Mr. Yemenidjian serves as the Company’s non-executive Chairman of the Board and Mr. Alberini serves as the 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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Having Mr. Yemenidjian, an Independent Director, serve as Chairman of the Board helps to promote the independent and effective oversight of the Board and management and to facilitate free and open discussion and communication among the Independent Directors. The Chairman of the Board presides at all executive sessions of the Board at which only Independent Directors are present. These executive sessions are held to discuss various issues and matters of concern to the Board, including the effectiveness of management, the Company’s performance and the Company’s strategic plans. The executive sessions are generally held in conjunction with regularly scheduled quarterly meetings of the Board, but may be called at any time by our Chairman of the Board or any of our other Independent Directors. Our Chairman of the Board typically sets the agenda for these executive sessions with input from the other Independent Directors and discusses issues that arise from those sessions with our Chief Executive Officer or other members of management, as appropriate.

The Company also has strong corporate governance structures and processes that are intended to ensure that its Independent Directors will continue to effectively oversee key issues such as strategy, risk and integrity. Each of the committees of the Board is composed solely of Independent Directors. Consequently, Independent Directors oversee such critical matters as the integrity of the Company’s financial statements, liquidity and capital resource allocation, the compensation of senior executives, the selection and evaluation of directors, and the development and implementation of corporate governance programs. Board committees hold independent sessions among their members, without management present, to discuss issues and matters of concern to the committees.

CORPORATE GOVERNANCE ENHANCEMENTS

As previously disclosed, on September 29, 2023 we entered into the Stipulation with ERSRI, which was approved by the Delaware Court of Chancery on January 5, 2024. In addition to the appointment of two new independent directors to the Board, including Mr. Lewis, who was selected by ERSRI, and certain payments that have been made pursuant to the Stipulation, we agreed to implement certain governance and compliance enhancements. These enhancements include the establishment of a Diversity, Equity, and Inclusion Council (the “Council”), which will be comprised of one independent director (to initially be Mr. Lewis) and two independent consultants, including one consultant to be selected by ERSRI and one consultant to be selected by us. The Council will report directly to the Board and be responsible for overseeing the development and implementation of our policies and procedures related to harassment, discrimination and retaliation, including, in certain circumstances, having the authority to conduct investigations and to recommend disciplinary action, up to and including termination, of senior executives or Board members found to have engaged in misconduct. The Council will also be responsible for overseeing a commitment that was added to our Governance Guidelines regarding measures to prevent and respond to sexual harassment and discrimination. The Stipulation also includes certain agreements by Mr. Paul Marciano relating to meetings or activities with our current or prospective models.

SUSTAINABILITY AND CLIMATE CHANGE

In fiscal 2024, we released an ESG Interim Report (the “Interim Report”) to provide our stakeholders with updated information on key ESG metrics for fiscal 2024.

This Interim Report highlights the steps we have taken and our progress toward achieving the goals outlined in our ACTION GUESS Strategy, which is designed to drive meaningful improvements across our operations and strengthen our commitment to responsible business practices. The report provides information about our current and future activities which includes, among others, reducing greenhouse gas (“GHG”) emissions with Science Based Targets, transitioning to more sustainable and recycled materials, and continuing our commitment to circular fashion. By publishing this Interim Report, we aim to maintain transparency, foster accountability, and actively engage our stakeholders in our journey toward a more sustainable future.

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The Interim Report is available at sustainability.guess.com. We plan to release our next ESG report in fiscal 2026, covering fiscal 2024 and fiscal 2025, which will be available on our website at the foregoing link. This website provides information on our policies, social impact and environmental programs, as well as our sustainability strategy, data and reporting. The information contained on, or that may be accessed through, our websites, including our ESG report, is not incorporated by reference into, and is not a part of, this Proxy Statement.

Strengthening Sustainability Oversight

We are committed to good governance and sustainability oversight at every level, ethics in every business facet, and transparency in sustainability reporting. During fiscal 2025, we further engaged with our Board (including through the Nominating and Governance Committee) on ESG priorities, risks, and opportunities. We continue to promote ethical practices in all of our operations and businesses, both with internal personnel and external business partners, and all of our directors, officers, and associates are held to our Code of Ethics.

In fiscal 2025, we published our ESG Governance and Human Rights Policies to reinforce our commitment to good governance, sustainability and oversight at all levels, ethical practices in every aspect of our business, accountability, and full transparency in our sustainability reporting.

Additionally, in our ACTION GUESS strategy, we committed to connecting ESG priorities with business performance incentive and evaluation metrics. Our Sustainability and ESG Team aims to embed environmental and social responsibility into decision-making processes. In addition, we have implemented what we believe to be a rigorous internal auditing program, covering our sustainability metrics and performance data with the goal of providing complete, accurate, and balanced ESG reporting. Since fiscal 2020, we continued to undergo a third-party reasonable assurance examination indicating our sustainability report was prepared in accordance with the GRI, SASB and GHG Protocol.

Protecting Our Environment

We are committed to protecting our environment and addressing climate change issues through product responsibility, water stewardship, and GHG emissions reduction. Lifecycle analyses have shown that fiber and fabric production make up about half of our apparel’s environmental impact. To that end, we have been working with our vendors to incorporate more sustainable materials and practices, such as an increased use of preferred fibers (fibers with a lower impact compared to regular ones) and avoiding harmful processes and embellishments, as well as incorporating innovative production methods that reduce water and chemical consumption. By setting sustainability goals to increase use of responsible materials and promote circular fashion, and by following the GUESS ECO material sourcing guide, we sourced over 25% preferred materials across all brands within our apparel product portfolios in the Americas and Europe in fiscal 2025.

As part of our commitment to protect our environment, we aim to uphold our commitment to the ethical and humane treatment of animals when animal-derived material is included in our products. Through the GUESS Animal Welfare Policy, guided by international best practices in accordance with “The Five Freedoms for Animal Welfare” by the Farm Animal Welfare Council, our suppliers are prohibited from using any fur, mohair, angora, exotic leather or any other parts from vulnerable, endangered, or wild-caught species. The use of feathers and downs or other animal derived hair is subject to limitation and use with caution.

Historically, denim production factories require the use of many chemicals, which could impact a factory’s wastewater discharge. In fiscal 2019, we established the GUESS Water Action Plan to address each phase of the denim lifecycle to prioritize water savings and improve water quality while providing water education and community engagement. With our commitments in adopting water-saving denim technology and managing environmental impacts in our supply chain, over 50% of our main-line apparel denim from our product portfolios in the Americas and Europe meets our GUESS ECO guidelines and approximately 100% of our key denim suppliers completed the Higg Facility Environmental Module survey.

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Our strategy in managing GHG emissions includes meeting our carbon footprint goals and setting Science Based Targets. We are now pursuing our Science Based Targets for GHG emissions, which were approved by the Science Based Targets Initiative in fiscal 2021. We remain committed to a 50% reduction of absolute Scope 1 and 2 emissions, as well as an ambitious 30% reduction of absolute Scope 3 emissions by 2030. In fiscal 2024, we continued purchasing renewable energy, solar and wind credits in the Americas, Europe and Asia, equivalent to power approximately 35% of our stores globally. We replicated the same in fiscal 2025 while working on a long-term strategy to reduce our GHG emissions. We will also continue implementing a variety of energy efficiency and renewable energy strategies and working with our key vendors to implement energy efficiency and renewable energy plans.

In fiscal 2025, we released our Statement of Greenhouse Gas Emissions for fiscal 2024 (the “Statement”). The Statement highlights our progress toward the emissions targets set in our strategy, reinforcing our dedication to minimizing environmental impact and advancing a low-carbon future. The Statement is available at sustainability.guess.com.

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 ESG 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 United States, 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.

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, climate and others. For instance, the Audit Committee, which is generally responsible for oversight of financial reporting risks, reviews an annual risk assessment prepared by our internal audit department, which identifies strategic, operational and internal control risks, and informs the internal audit plan for the next fiscal year. Pursuant to its charter, the Audit Committee is also responsible for oversight of risks related to information technology, information security and cybersecurity matters. Pursuant to its charter, the Nominating and Governance Committee is responsible to oversee and advise the Board with respect to the Company’s positions and practices regarding significant ESG risks, including environmental, sustainability and climate risks and the Company’s public reporting on these topics. The Nominating and Governance Committee Charter also provides for the committee to oversee the Company’s human capital management efforts and disclosures, including talent attraction, engagement and retention. As described below, the Compensation Committee oversees the risks related to our compensation practices.

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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, we believe 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 executives 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. In addition, because equity awards make up a substantial portion of each of our executive’s total compensation opportunity, we believe there is a strong alignment between executives’ interests and those of our shareholders. We believe that these awards do not encourage unnecessary or excessive risk taking because the ultimate value of the awards is tied to our stock price, because grants are subject to long-term vesting schedules to help ensure that executives always have significant value tied to long-term stock price performance, and because we utilize multiple performance measures for our equity awards subject to performance-based vesting requirements.

Potential risks are also mitigated by the significant amount of our Common Stock that is owned by Mr. Marciano and, as outlined in the “Compensation Discussion and Analysis” section below, our stock ownership guidelines, our compensation clawback policy applicable to certain senior executives, and our CEO Stock Holding Policy.

COMMUNICATIONS WITH THE BOARD

You may communicate with the Board by submitting an e-mail to the Company’s Board at [email protected]. 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

Our 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 at investors.guess.com/governance-guidelines and investors.guess.com/committee-charters, respectively. Any person may request a copy of our 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 our 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 and principal accounting officer) and employees. The Code of Ethics is published on our investor website at investors.guess.com/corporate-governance/code-ethics. To the extent required by rules adopted by the SEC and the NYSE, we intend to promptly disclose 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.

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EXECUTIVE AND DIRECTOR COMPENSATION

The Compensation Committee of the Board 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. During fiscal 2025, the Compensation Committee consisted solely of Board members 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 2025.

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 at investors.guess.com/committee-charters. 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 Officers. 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 all Named Executive Officers. Other members of management, including any other Named Executive Officers, 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 awards to all employees, including all officers subject to Section 16 of the Exchange Act, are made by the Compensation Committee. During fiscal 2025, the Compensation Committee met six times.

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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.

NON-EMPLOYEE DIRECTOR COMPENSATION—FISCAL 2025

Compensation for individuals who were members of our Board at any time during fiscal 2025 and who were not also our employees (referred to herein as “Non-Employee Directors”) generally consisted of annual retainers, fees for attending meetings and equity awards. The compensation paid to Messrs. Marciano and Alberini, directors who also served as executive officers of the Company during fiscal 2025, is presented below in the “Summary Compensation Table” and the related explanatory tables. While employed by the Company, Messrs. Marciano and Alberini are not entitled to receive additional compensation for their services as directors. The following table presents information regarding the compensation paid to our Non-Employee Directors with respect to fiscal 2025.

On May 31, 2024, the Company granted Mr. Yemenidjian an award of 11,817 shares of restricted stock (with a grant date fair value of $274,863) for his service as Chairman of the Board, and granted each of our other Non-Employee Directors then serving on our Board, other than Ms. Michael, an award of 7,735 shares of restricted stock. Ms. Michael (who is a non-U.S. resident) was granted an annual award of 7,735 restricted stock units. Each of the restricted stock awards (except for the award granted to Ms. Michael) had a grant date fair value equal to $179,916. The restricted stock unit award granted to Ms. Michael had a grant date fair value equal to $179,993. In connection with his joining our Board, the Company granted Mr. Lewis an award of 4,914 shares of restricted stock on January 22, 2025, with a grant date fair value of $64,373. See the preceding paragraph regarding the grant date fair value of these awards.

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The following table presents the number of shares of our Common Stock subject to outstanding and unexercised option awards and the number of shares of our Common Stock subject to unvested stock awards held by each of our Non-Employee Directors as of February 1, 2025.

Annual Retainer and Meeting Fees

The following schedule of annual retainers and meeting fees was used to determine the cash compensation paid to each of our Non-Employee Directors for their service during fiscal 2025.

In addition to the amounts above, the members of a special committee formed by our Board during fiscal 2025 received an additional monthly retainer of $10,000 while serving on that committee ($12,500 monthly for the Non-Employee Director serving as Chair of that committee).

All Non-Employee Directors are eligible to defer up to 100% of their annual retainer and meeting fees under the Company’s Non-Qualified Deferred Compensation Plan, as more fully described below under “Compensation Discussion and Analysis—Non-Qualified Deferred Compensation Plan.” Non-Employee Director retainers are paid on a quarterly basis. All Non-Employee Directors are also reimbursed for out-of-pocket expenses they incur in serving as directors.

The Company’s 2004 Equity Incentive Plan includes limits on the cash and equity compensation that may be paid or granted to Non-Employee Directors each year. Pursuant to the terms of the 2004 Equity Incentive Plan, the maximum cash compensation that may be paid to a Non-Employee Director in any one fiscal year for service on our Board is $300,000 and the maximum grant date fair value of all share-based awards granted to a Non-Employee Director under the 2004 Equity Incentive Plan in any one fiscal year is $500,000.

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Equity Awards

The Company’s 2004 Equity Incentive Plan provides that on each annual meeting of our shareholders, each Non-Employee Director who (unless otherwise determined by our Board) has not been an employee of the Company or any of its subsidiaries at any time during the immediately preceding 12 months will be granted a restricted stock (or, for non-U.S. residents, a restricted stock unit) award for a number of shares of our Common Stock equal to a dollar amount approved by our Board divided by the fair market value of a share of our Common Stock on the date of grant, rounded down to the nearest whole share. In the absence of a different determination by our Board in advance of the applicable grant date, such dollar amount is $180,000, and $275,000 for a Non-Employee Director then serving as Chair of our Board. Accordingly, on May 31, 2024, each Non-Employee Director then serving on our Board was granted a restricted stock or restricted stock unit award with respect to 7,735 shares (except that the grant for Mr. Yemenidjian was for 11,817 shares because he was serving as Chairman of our Board). Each Non-Employee Director restricted stock or restricted stock unit award under the 2004 Equity Incentive Plan is, unless otherwise provided by our Board, scheduled to vest in full on the first to occur of (i) the first anniversary of the date of grant of the award, (ii) a termination of the award recipient’s service on our Board 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, or (iii) the occurrence of a “change in control” of the Company as defined in the 2004 Equity Incentive Plan.

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 stock 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.

Our Board may change the terms of our director compensation program from time to time, has the authority under the 2004 Equity Incentive Plan to change the timing, grant date dollar value, and other terms of Non-Employee Director awards under that plan, and may grant other awards to Non-Employee Directors under the 2004 Equity Incentive Plan (including a pro-rated award for a new Non-Employee Director) from time to time. On May 31, 2024, Ms. Michael was granted an award of 7,735 restricted stock units in connection with her joining our Board that are scheduled to vest in full on the first to occur of (i) the first anniversary of the date of grant of the award, (ii) the date of the Annual Meeting, or (iii) the occurrence of a “change in control” of the Company as defined in the 2004 Equity Incentive Plan. Since Ms. Michael commenced her service on the date of the Annual Meeting, no proration was applied to her award. On January 22, 2025, Mr. Lewis was granted an award of 4,914 shares of restricted stock in connection with his joining our Board that are scheduled to vest in full on the first to occur of (i) the first anniversary of the date of grant of the award, (ii) the date of the Annual Meeting, or (iii) the occurrence of a “change in control” of the Company as defined in the 2004 Equity Incentive Plan. The number of shares awarded to Mr. Lewis was determined by dividing a pro-rated portion of the dollar amount of the annual equity award for Non-Employee Directors by the fair market value of a share of our Common Stock on the date of grant.

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.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis provides an overview of the Company’s executive compensation program, including a description of the Company’s compensation philosophies and objectives and a discussion of the material elements of compensation awarded to, earned by or paid to the following current and former executive officers, referred to in this Proxy Statement as the “Named Executive Officers,” for their service in fiscal 2025:

During fiscal 2025, Mr. Neubrand served as our Chief Financial Officer until his resignation as an officer of our Company effective August 26, 2024. Mr. Neubrand resigned as an employee of our Company effective September 30, 2024. During fiscal 2025, Mr. Secor served as our Executive Vice President, Finance until he succeeded Mr. Neubrand as our Interim Chief Financial Officer effective August 26, 2024.

OVERVIEW OF FISCAL 2025 RESULTS AND EXECUTIVE COMPENSATION ACTIONS

Fiscal 2025 Results

Fiscal 2025 was a year of continued progress against important operational, strategic and financial objectives that support our goal to drive sustainable revenues, earnings growth and value creation for our shareholders. Importantly, this year we reached a significant milestone for our Company, as we executed our first acquisition in Guess’s history, with the addition of rag & bone to our portfolio. We also expanded and renewed our partnerships, including the renewal of our handbag license agreement with our existing partner, cementing an important relationship until 2039. During the year, we delivered solid results with our licensing segment and our wholesale businesses in Europe and the Americas but missed our plans for our direct-to-consumer business due to slower customer traffic in North America and Asia. Overall, we reached almost $3 billion in revenues and $174 million in earnings from operations in fiscal 2025. We also remained highly committed to returning capital to our shareholders, delivering $185 million of dividend payments, including a special dividend of $120 million, and repurchasing $60 million of our shares during the year.

Fiscal 2025 Executive Compensation Actions

The highlights of the Company’s executive compensation program for fiscal 2025 include:

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EXECUTIVE COMPENSATION PROGRAM PHILOSOPHIES AND OBJECTIVES

The Company’s executive compensation programs are intended to achieve three fundamental objectives: (1) attract, motivate and retain qualified executives; (2) hold executives accountable for performance; and (3) align executives’ interests with those of our shareholders. In structuring the Company’s current executive compensation programs, we are guided by the following basic philosophies:

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

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Consistent with our compensation philosophies described above, our goal for fiscal 2025 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 reflects individual and Company performance.

The Role of the Compensation Committee and Management

The Company’s executive compensation programs are determined and approved by the Compensation Committee. Messrs. 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 Officers. Messrs. 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 all Named Executive Officers. Other members of management, including any other Named Executive Officers, do not currently have any role in determining or recommending the form or amount of compensation paid to our Named Executive Officers.

The Role of the Independent Compensation Consultant; Fiscal 2025 Peer Group

As indicated above, the Compensation Committee has engaged FW Cook as its independent compensation consultant. During fiscal 2025, FW Cook assisted the Compensation Committee (i) in reviews of executive compensation, including assembling and analyzing competitive compensation data for the peer group of companies, and (ii) in the design and evaluation of incentive award structures and other compensation terms with respect to the new employment agreements entered into in fiscal 2025 with Mr. Paul Marciano and Mr. Alberini.

The services performed by FW Cook for the Company have been exclusively limited to compensation consulting services performed at the request of the Compensation Committee. FW Cook does not undertake any work for the Company at the direction of the Company’s management or other employees, although FW Cook does communicate with management from time to time to obtain information necessary to advise 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 2025 was established 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 2025 were:

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The peer group for fiscal 2025 was the same as the peer group for the prior year. Data used for Chico’s FAS, Inc. and Express, Inc. was the most recently available data prior to the acquisition of Chico’s FAS, Inc. by Sycamore Partners and the commencement of proceedings under Chapter 11 of the United States Bankruptcy Code by Express, Inc. Peer company compensation data 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 compensation decisions. Except as otherwise noted, the Compensation Committee’s executive compensation determinations are subjective and the result of the Compensation Committee’s business judgment, which is informed by the experiences of the members of the Compensation Committee as well as the input from, and peer group data provided by, the Compensation Committee’s independent executive compensation consultant.

Shareholder Engagement and the Role of Shareholder Say-on-Pay Votes

The Board and the Compensation Committee value the input of our shareholders regarding the Company’s governance practices and the design and effectiveness of our executive compensation program. In a typical year, the Company’s Chairman of the Board and Chairperson of the Compensation Committee, Mr. Yemenidjian, engages directly in dialogue with key shareholders. During fiscal 2025, he and other representatives from the Company spoke directly with select investors who expressed an interest in engaging with the Company regarding executive compensation and corporate governance topics. We intend to continue these outreach efforts in fiscal 2026.

The Compensation Committee carefully considered the perspectives heard during the investor outreach efforts and reviewed the results of the discussions over several months, ultimately implementing a number of design changes to the Company’s executive compensation program to directly address comments from our shareholders, including reducing the overlap between the performance metrics used in our annual cash incentive award program and our annual equity awards by not using earnings from operations (the key metric used in our annual cash incentive award program) as a performance metric in any of our annual equity awards granted in fiscal 2025, replacing the “all or nothing” performance-based vesting requirement used in Mr. Marciano’s licensing cash bonus opportunity with a more rigorous sliding scale of performance using threshold, target and maximum performance levels, and focusing on the rigor of the goals utilized in the program overall. The rigor of the goals for fiscal 2025 was demonstrated by the threshold performance level not being attained under our fiscal 2025 annual cash incentive award program, resulting in no bonuses being payable under that program, and the threshold revenue performance level not being attained under Mr. Marciano’s fiscal 2025 annual equity award, resulting in that portion of his award being forfeited.

Our shareholders are currently provided with an opportunity to cast an advisory vote on our executive compensation program every year through the say-on-pay proposal. Our shareholders were last presented with such an opportunity at our 2024 annual meeting of shareholders, where shareholders approved of our executive compensation program for fiscal 2024, with approximately 84.1% of the votes cast on our advisory say-on-pay shareholder vote at that meeting cast in favor of our executive compensation program. Based in part on shareholder conversations and the say-on-pay shareholder vote at our last annual meeting of shareholders, the Compensation Committee decided to continue to emphasize pay-for-performance through the use of rigorous performance metrics for both annual cash and equity awards. The annual cash and equity awards granted to our Named Executive Officers are vested and paid only if performance goals established by the Compensation Committee are achieved. The annual equity awards granted to the Named Executive Officers in fiscal 2025 include awards that are subject to a relative total shareholder return (“TSR”) vesting requirement that compares the Company’s TSR over a three-year performance period to the TSR of a select peer group of companies. The Compensation Committee chose the TSR design based on prior feedback from shareholders indicating that they wanted the committee to incorporate (1) performance metrics that more closely link executive pay with shareholder value, such as TSR, and (2) longer performance periods for performance-based equity.

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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 stay abreast of 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 2025

Summary

The key 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 Officer, 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 Officers’ annual 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 Officers’ interests with those of our shareholders and help us attract, motivate and retain executives. Our long-term equity incentives are primarily intended to align Named Executive Officers’ interests with those of our shareholders, although they also hold executives accountable for performance (as the value of the awards, as well as the number of shares/units vesting under certain awards, is linked to the achievement of specified performance goals and/or our stock price) and help us attract, motivate and retain executives. These are the elements of our current executive compensation program that are designed to reward performance and the creation of shareholder value, and therefore the value of these benefits is dependent on performance and/or share price.

The Compensation Committee uses these elements, as described in more detail below, to create a total compensation package for each Named Executive Officer that it believes supports the Company’s compensation objectives and provides a competitive compensation opportunity tied to both operating performance and changes in shareholder value.

Base Salaries

Base salaries for the Named Executive Officers are designed to compensate executives for their level of responsibility, skill, experience and individual contributions. The Compensation Committee reviews and approves base salaries for Named Executive Officers annually and in connection with promotions or other changes in responsibilities. 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 executives to pursue overly risky business strategies in order to maximize short-term variable compensation. In determining the appropriate levels of base salary, the Compensation Committee also considers, in its subjective judgment, individual performance, scope of duties, pay history and market data.

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The Compensation Committee determined that the annualized base salary levels in effect for Messrs. Marciano, Alberini, Neubrand and Benarouche at the end of fiscal 2024 remained appropriate for fiscal 2025. For fiscal 2025, the Named Executive Officers’ annualized base salary levels were as follows: Mr. Marciano—$1,200,000; Mr. Alberini—$1,200,000; Mr. Neubrand—$538,603 (as converted from CHF 475,000 into U.S. dollars at an exchange rate of 1.1339 U.S. dollars per Swiss franc); and Mr. Benarouche—$390,000. As noted above, in March 2024, pursuant to the Amended and Restated Prior Secor Employment Agreement (as defined in “Compensation of Named Executive Officers—Description of Employment Agreements”), Mr. Secor’s employment was extended for one year through March 31, 2025, in connection with which his annual salary rate was increased from $75,000 to $240,000 to take into account his additional time commitment and responsibilities under the Amended and Restated Prior Secor Employment Agreement. In August 2024, in connection with his appointment as Interim Chief Financial Officer, the Company entered into the New Secor Employment Agreement with Mr. Secor (as defined in “Compensation of Named Executive Officers—Description of Employment Agreements”), under which his annual salary rate was increased to $750,000 for the period of time he agreed to serve as our Interim Chief Financial Officer and in consideration of his increased duties and responsibilities during that period.

Annual 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 incentive awards are generally granted to the Company’s Named Executive Officers under the Company’s 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.

The Compensation Committee determined the amount of the Named Executive Officers’ annual incentives under the Bonus Plan would be based on the Company’s earnings from operations for fiscal 2025. The Compensation Committee chose earnings from operations as the measurement used to calculate the annual cash incentive amount for each executive to provide an objective framework for determining the awards. 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 to better assess managements’ operation of the business. For these purposes, the Compensation Committee established threshold, target and maximum earnings from operations and, for Mr. Paul Marciano, licensing segment goals for fiscal 2025 at levels that the Compensation Committee considered to be rigorous. With respect to the earnings from operations goals in particular for fiscal 2025, the Compensation Committee considered the meaningful expected increase in advertising and marketing investments as well as the expected impact of supply chain disruptions on freight costs versus the prior year.

Methodology to Determine Awards

For each of our Named Executive Officers (other than Messrs. Neubrand and Secor), the Compensation Committee approved an annual incentive award under the Bonus Plan for fiscal 2025, and each Named Executive Officer’s annual cash incentive was in all events capped at a maximum amount. The threshold, target and maximum cash incentive award opportunities for the Named Executive Officers (other than Mr. Secor, whose cash incentive was fixed, as discussed below, pursuant to the New Secor Employment Agreement) for fiscal 2025 are presented in the “Grants of Plan-Based Awards” table below, using their respective annual base salary levels in effect at the start of the fiscal year. The threshold, target and maximum incentive amounts are 100%, 200%, and 300%, respectively, of annual base salary in effect at the start of the fiscal year as to Messrs. Marciano and Alberini, and 25%, 50%, and 75%, respectively, of annual base salary for Mr. Benarouche. The Named Executive Officers’ fiscal 2025 annual incentives were determined entirely based on the Company’s earnings from operations for fiscal 2025 (excluding the impact of certain specified litigation charges, certain professional service and legal fees and related costs, reorganization and separation charges, impairment charges,

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acquisition charges, and tax and accounting related 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.

If the Company’s actual performance fell between the levels indicated above, the payout percentage would be determined by linear interpolation between the applicable payout levels.

Pursuant to the terms of his employment agreement, Mr. Secor was eligible to receive a pro-rated “target” bonus of $75,000 for the portion of fiscal year 2025 that he served as the Company’s Executive Vice President, Finance. Given the nature of his position as Interim Chief Financial Officer to be followed by a period of transition support, Mr. Secor was not granted a cash incentive award opportunity under the Bonus Plan for fiscal 2025. Instead, Mr. Secor’s employment agreement provides that he will receive a retention bonus for fulfilling his duties to the Company through the August 25, 2025 expiration of the term of his employment agreement. Mr. Neubrand also was not granted a cash incentive award opportunity under the Bonus Plan for fiscal 2025 and he ceased to be employed with the Company before the end of the fiscal year.

Determination of Actual Awards

In April 2025, the Compensation Committee determined that the Company’s earnings from operations (as described above) for fiscal 2025 was $179.5 million, after giving effect to adjustments approved by the Compensation Committee in accordance with the terms of the awards to exclude (i) $6.6 million for asset impairment charges, (ii) $5.7 million of acquisition costs, (iii) $7.1 million of separation charges, (iv) $0.8 million for certain professional service and legal fees and related (credits) costs, (v) $(0.7) million net gains on lease modifications, and (vi) $(13.8) million gain on sale of assets.

As this amount fell below the $220.0 million threshold performance level established for purposes of the awards, no cash incentive awards with respect to this program were paid with respect to fiscal 2025. Pursuant to his employment agreement, Mr. Secor received a pro-rated “target” bonus of $75,000 for the portion of fiscal year 2025 that he served as the Company’s Executive Vice President, Finance. The Compensation Committee awarded Mr. Benarouche a discretionary cash bonus of $150,000 for fiscal 2025 in recognition of Mr. Benarouche’s significant contributions to our business throughout the year, including his leadership and key role in our acquisition of rag & bone and his exemplary management of his team during a challenging year for our industry.

Special Cash Incentive Awards for Paul Marciano

In addition to his annual cash incentive award described above, the Compensation Committee approved a separate annual licensing-based incentive opportunity for Mr. Marciano for fiscal 2025, which was capped at a maximum amount. The threshold, target and maximum licensing-based incentive opportunities are presented in the table below. If the Company’s licensing segment revenues for fiscal 2025 (subject to the same adjustments noted above for earnings from operations under the Bonus Plan) were at least $113 million, Mr. Marciano would be entitled to a cash award of $3,000,000. He would not receive any payment under this opportunity if the Company’s licensing segment revenues for fiscal 2025 were less than $110 million, and the payment would be determined by linear interpolation for actual performance between the levels indicated in the table. The

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Compensation Committee approved this opportunity based on its determination that Mr. Marciano’s performance and contributions continue to be instrumental to the success of the Company’s licensing results. In April 2025, the Compensation Committee determined that the Company’s licensing segment revenues for fiscal 2025 were $124.4 million, and accordingly, Mr. Marciano received $4,000,000, the maximum payout under this award.

In addition, the Compensation Committee approved a one-time licensing bonus of $10,000,000 for Mr. Marciano, which is scheduled to vest in equal annual installments over five years on the last day of each of the Company’s 2026, 2027, 2028, 2029, and 2030 fiscal years, subject to Mr. Marciano’s continued service to the Company through the applicable vesting date and to accelerated vesting in certain circumstances. This additional one-time bonus opportunity was included in Mr. Marciano’s new employment agreement in recognition of Mr. Marciano’s significant contributions to our Company’s licensing arrangements and results (including the renewal of an important license agreement for our handbags with our existing partner), and the time-based vesting requirement was included to provide an additional retention incentive for Mr. Marciano.

Long-Term Equity Incentive Awards

The Company’s philosophy is that the Named Executive Officers’ long-term compensation should be directly linked to the value provided to our shareholders. Therefore, 100% of the Named Executive Officers’ long-term compensation awards granted on an annual basis are currently awarded in the form of equity awards that are approved by the Compensation Committee under the 2004 Equity Incentive Plan.

The Compensation Committee primarily utilizes restricted stock units as the main component of its long-term incentive grants to our Named Executive Officers. Use of restricted stock 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. In addition, restricted stock units 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 Common Stock over time. The Compensation Committee also uses restricted stock unit awards as a retention incentive as they generally vest over a multi-year period.

In some years, the Compensation Committee has also granted a portion of the long-term incentive awards to the 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 Common Stock on the NYSE on the grant date. The Compensation Committee may from time to time utilize stock options in an executive equity award mix as stock options have value only if our shareholders realize value through stock price appreciation after the grant date of the options. Stock options also foster retention of key executives since the awards generally vest over a multi-year period.

Equity Awards for Named Executive Officers for Fiscal 2025

For fiscal 2025, the Compensation Committee determined that the Named Executive Officers’ annual long-term equity awards would be granted solely in the form of restricted stock units that were subject to both performance-based and time-based vesting requirements to provide additional incentives to achieve specified financial goals. The annual equity awards and other one-time equity awards granted to the Named Executive Officers in fiscal 2025 are described below.

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Performance Award for Mr. Marciano. In October 2024, the Compensation Committee granted an annual equity award of 234,498 restricted stock units to Mr. Marciano that were subject to both time- and performance-based vesting requirements. The size and time-based vesting requirements of the awards were determined by the Compensation Committee to be, in light of Mr. Marciano’s role with the Company, appropriate incentives for him to continue employment with the Company through the vesting periods. Fifty percent of Mr. Marciano’s restricted stock unit award for fiscal 2025 was eligible to vest if the Company’s earnings from operations from its licensing segment for fiscal 2025 exceeded a threshold amount established by the Compensation Committee of $100.0 million, and the remaining 50% of Mr. Marciano’s restricted stock unit award for fiscal 2025 was eligible to vest if the Company’s total revenue for fiscal 2025 exceeded a threshold amount established by the Compensation Committee of $3.0 billion (in the case of the Company’s earnings from operations from its licensing segment, excluding the impact of certain specified litigation charges, certain professional service and legal fees and related costs, reorganization and separation charges, impairment charges, acquisition charges, and tax and accounting related matters, and in the case of the Company’s total revenue, excluding the impact of acquisition charges and tax and accounting related matters). If the applicable threshold goals are met, the award is scheduled to vest in three equal installments on January 30, 2025, January 30, 2026 and January 30, 2027 subject to Mr. Marciano’s continued service to the Company through the applicable vesting date and to accelerated vesting in certain circumstances as discussed in “—Description of Plan-Based Awards” below.

The use of a Company total revenue performance measure for half of Mr. Marciano’s award for fiscal 2025 reflects prior feedback from shareholders indicating that they wanted different metrics to apply to Mr. Marciano’s equity- and cash-based incentive awards and that it is a consistently applied, easily understood and widely used metric of Company performance. The Compensation Committee believes that Mr. Marciano also continues to make substantial contributions to the Company’s licensing segment. Earnings from operations derived from the Company’s licensing segment was selected as a performance measure for the other half of Mr. Marciano’s award as a way to further link Mr. Marciano’s incentives to the performance of that segment of the Company’s business. Given Mr. Marciano’s substantial ownership interest in the Company (which aligns his interests with shareholder interests generally), the Compensation Committee believed it was appropriate to focus Mr. Marciano’s incentives on these two measures while the Company’s relative total shareholder return (“TSR”) was included in the mix of performance measures for other NEO awards (as discussed below) to further align their interests with shareholder interests. Following the end of fiscal 2025, the Compensation Committee determined that the Company’s licensing segment earnings from operations for fiscal 2025 was $115.7 million and the Company’s total revenue for fiscal 2025 was $2.995 billion, meaning that the threshold level had been achieved for the licensing segment earnings from operations portion of the award but not for the total Company revenue portion of the award. Accordingly, one-sixth of the award vested upon the Compensation Committee’s determination, and one-sixth of the award is scheduled to vest on each of January 30, 2026 and 2027, while the half of the award corresponding to the revenue metric terminated in its entirety and will not vest.

Performance Awards for Mr. Alberini and Mr. Benarouche. In October 2024, the Compensation Committee granted annual equity awards of restricted stock units to Mr. Alberini (in accordance with his employment agreement) and to Mr. Benarouche that were subject to both time- and performance-based vesting requirements (each, a “2025 Relative TSR Award”). The size and time-based vesting requirements of the 2025 Relative TSR Awards were determined by the Compensation Committee to be, in light of these executives’ roles with the Company, appropriate incentives for them to continue employment with the Company through the vesting periods. Each 2025 Relative TSR Award is eligible to vest based on the Company’s relative TSR over a performance period commencing on October 8, 2024 and ending on the last day of fiscal 2027 compared to the TSRs of a group of peer companies selected by the Compensation Committee at the time of grant of the award over that performance period. The target number of shares subject to these 2025 Relative TSR Awards were as follows: Mr. Alberini—181,585 shares and Mr. Benarouche—11,182 shares. The use of a TSR vesting metric reflects prior feedback from shareholders indicating that they wanted us to incorporate into our 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. The Compensation Committee believes this structure helps to further align these executives’ interests with those of our shareholders.

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Between zero and 150% of the target number of restricted stock units subject to each 2025 Relative TSR Award will vest based on the Company’s TSR relative to the peer group of companies for the three-year performance period as follows:

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 performance period. However, in no event will the award vest as to the number of shares of Common Stock determined by dividing five times the grant date fair value of the award by the closing price of a share of the Common Stock on the applicable vesting date.

The peer group of companies used for purposes of the 2025 Relative TSR Awards is the same fiscal 2025 peer group of companies identified under “—The Role of the Independent Compensation Consultant” above, except that (i) Chico’s FAS, Inc. and Express, Inc. were removed for the reasons stated above and (ii) 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., and lululemon athletica inc.

Time-Based Award for Mr. Marciano. In recognition of Mr. Marciano’s significant contributions to the Company’s licensing arrangements in December 2024, the Compensation Committee granted Mr. Marciano a one-time award of 708,216 restricted stock units that becomes eligible to vest in equal annual installments over five years on January 30 of each of the Company’s 2026, 2027, 2028, 2029, and 2030 fiscal years, subject to Mr. Marciano’s continued employment through the applicable vesting date. The Compensation Committee determined that this award, along with Mr. Marciano’s one-time cash bonus for his significant contributions to the Company’s licensing arrangements, were appropriate both to appropriately compensate Mr. Marciano for these extraordinary contributions and to provide an additional retention incentive for him over the applicable vesting period, with the portion of the award granted in the form of restricted stock units further linking Mr. Marciano’s potential award value to the value of our Common Stock through the applicable vesting period.

Time-Based Award for Mr. Alberini. In connection with Mr. Alberini entering into a new employment agreement with the Company in December 2024, the Compensation Committee granted Mr. Alberini a one-time award of 300,000 restricted stock units that becomes eligible to vest in equal annual installments over five years on January 30 of each of the Company’s 2026, 2027, 2028, 2029, and 2030 fiscal years, subject to Mr. Alberini’s continued employment through the applicable vesting date.

Time-Based Awards for Mr. Secor. In April 2024, the Compensation Committee granted an award of 11,078 restricted stock units to Mr. Secor that became eligible to vest on March 31, 2025 (the expiration of the term of Mr. Secor’s employment agreement then in effect), subject to Mr. Secor’s continued employment through that date. In October 2024, the Compensation Committee granted another award of 19,594 restricted stock units to Mr. Secor that will become eligible to vest on August 25, 2025, subject to Mr. Secor’s continued employment through that date. The relative size and vesting period of each award were aligned with the one-year extension of the term of Mr. Secor’s employment under his employment agreement then in effect, as to his April 2024 award, and the one-year term of Mr. Secor’s employment under his new employment agreement, as to his October 2024 award, in each case, as described in “Compensation of Named Executive Officers—Description of Employment Agreements” below.

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2023 Relative TSR Award—Final Vesting

During fiscal 2023, the Compensation Committee granted Mr. Alberini an award of restricted stock units that vested based on the Company’s relative total shareholder return over a two-year and seven-month performance period from the June 30, 2022 grant date through the end of the Company’s 2025 fiscal year (the “2023 Relative TSR Award”). The target number of restricted stock units subject to the 2023 Relative TSR Award was 156,845 units. Between zero and 150% of the target number of restricted stock units subject to the 2023 Relative TSR Award could vest based on the Company’s TSR relative to the TSRs for the peer group of companies used for purposes of the 2023 Relative TSR Award for the two-year and seven-month performance period. A dollar-denominated payment cap was also imposed on the 2023 Relative TSR Award such that, in all events, the number of restricted stock units subject to the 2023 Relative TSR Award that could vest would not exceed the number of restricted stock units determined by dividing $11,500,000 by the closing price of a share of the Company’s Common Stock on the vesting date. In February 2025, the Compensation Committee determined that the Company’s TSR (calculated pursuant to the terms of the 2023 Relative TSR Award) for the two-year and seven-month performance period was -24.90%, which was in the approximately 27^th percentile compared to the TSRs for the peer group of companies used for purposes of the award for the performance period and resulted in a vesting percentage of 30% of target. Accordingly, the 2023 Relative TSR Award vested as to 47,054 units at the end of fiscal 2025.

Fiscal 2022 Stock Price Award for Mr. Alberini

In June 2021, the Compensation Committee granted an award of 300,000 restricted stock units to Mr. Alberini that was subject to both time- and performance-based vesting requirements (the “2022 Stock Price Award”). The units subject to the 2022 Stock Price Award are eligible to vest in four equal installments, on the later of (i) achievement of the stock price target for that installment and (ii) the “earliest vesting date” for that installment, in each case as shown in the table below:

For purposes of the 2022 Stock Price Award, stock price is measured based on the average closing price of a share of Common Stock over a period of 15 consecutive trading days. To the extent the 2022 Stock Price Award has not vested as of June 30, 2025, it will terminate on that date. As of the date of this Proxy Statement, none of the tranches of the 2022 Stock Price Award have vested.

Secondment Arrangements

Over time, the Company has consolidated certain of its global functions in Europe. As a natural extension of these efforts, during fiscal 2022, the Company completed an intra-entity transfer of certain intellectual property rights from the U.S. to a Swiss subsidiary of the Company (Guess Europe), aligning our IP rights with our business operations. In fiscal 2022 and in connection with that reorganization, the Company, Guess Europe, and Messrs. Marciano and Alberini agreed to a secondment arrangement pursuant to which Messrs. Marciano and Alberini would each provide services to Guess Europe for no additional compensation, and the Company would pay each of them $15,000 annually while the secondment arrangement is in place to help cover their incremental financial and tax planning expenses as a result of the secondment arrangement. The Company also agreed to pay any incremental tax obligations that each of Messrs. Marciano and Alberini incur should they become subject to tax in Switzerland as a result of their having performed services in Switzerland during the period of secondment, such that their after-tax compensation from the Company for a particular year during which the secondment arrangement is in effect is approximately equal to the after-tax compensation from the Company they would have received for such year if their compensation was subject to tax only in the United States.

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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 2024, 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 maintains a Non-Qualified Deferred Compensation Plan (the “DCP”). 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 2025. 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 Deferred Compensation Plan Table—Fiscal 2025” below.

Supplemental Executive Retirement Plan

The Company has also maintained a Supplemental Executive Retirement Plan (“SERP”) since 2006. The only current executive officers who participate in the SERP are Messrs. Marciano and Alberini. The SERP provides Mr. Marciano with supplemental pension benefits in prescribed circumstances. The Company included Mr. Marciano as a participant in the SERP in 2006 to provide him with supplemental pension benefits in recognition of his substantial contributions and to provide a valuable retention incentive. Mr. Alberini’s benefit under the SERP was accrued with respect to his service to the Company between 2006 and 2010. Mr. Alberini is not accruing additional SERP benefits with respect to his current service as Chief Executive Officer. Additional information with respect to the SERP is presented in, and the material terms of the SERP are described following, the “Pension Benefits Table—Fiscal 2025” below. Additional information concerning potential payments under the SERP upon certain terminations or a change in control is presented in “Potential Payments Upon Termination or Change in Control” below.

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 the executive officer. In each case, the Compensation Committee determined that the severance provisions for these executives were reasonable in light of market practices and the importance to the Company and its shareholders of securing their continued service with the Company.

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All of the equity awards granted to the Named Executive Officers in fiscal 2025 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.

None of the employment agreements or other compensation arrangements we maintain for our Named Executive Officers include a right to receive any “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 Payments Upon Termination or Change in Control” below.

Security Protections

We provide Messrs. Marciano and Alberini certain security protections. The Compensation Committee believes that these protections are appropriate for Messrs. Marciano and Alberini in light of the high-profile nature of their services to the Company, and their positions as a founder of the Company and the Chief Executive Officer of the Company, respectively. These protections are not intended to provide a personal benefit (other than the intended security) to Messrs. Marciano and Alberini and we do not view these security protections as a perquisite or other personal benefit for Messrs. Marciano or Alberini. 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. Marciano and Mr. Alberini for that year in the “All Other Compensation” column of the “Summary Compensation Table” below.

New Employment Agreements

As noted above, in March 2024, pursuant to the Amended and Restated Prior Secor Employment Agreement (as defined in “Compensation of Named Executive Officers—Description of Employment Agreements”) we extended the term of Mr. Secor’s employment through March 31, 2025 to provide for his continued service as the Company’s Executive Vice President, Finance. In August 2024, in connection with his appointment as interim Chief Financial Officer, we entered into the New Secor Employment Agreement (as defined in “Compensation of Named Executive Officers—Description of Employment Agreements”) with Mr. Secor with a term through August 25, 2025 that provides for his service in such position until we hire a permanent Chief Financial Officer and his transition services thereafter.

Also as noted above, in December 2024 we entered into a new employment agreement with each of Mr. Paul Marciano and Mr. Alberini that helps ensure the continued support of the executive through the term of the agreement.

The provisions of each of these agreements are summarized below under “Compensation of Named Executive Officers—Description of Employment Agreements” and “Potential Payments Upon Termination or Change in Control”.

The terms of each agreement were the product of negotiations between the executive and the Company.

Stock Ownership Guidelines

In order to encourage stock ownership by senior management and Non-Employee Directors of the Company, the Company maintains Stock Ownership Guidelines. The Stock Ownership Guidelines are intended to further align the financial interests of senior management and Non-Employee Directors with those of the Company’s shareholders. Under the Stock Ownership Guidelines, certain specified senior executives, including

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all of the Named Executive Officers, and our Non-Employee Directors are required to accumulate, and then retain while they remain employed by the Company or on the Board, the following amounts of Common Stock:

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” vested and unexercised stock options. As of May 9, 2025, each of our Named Executive Officers, and each of our Non-Employee Directors, satisfied the applicable guideline level of ownership under the policy or was in compliance with the stock retention provisions of the policy. The Board may amend the guidelines, and may waive compliance with the guidelines. No such waivers were provided during fiscal 2025.

CEO Stock Holding Policy

Our CEO Stock Holding Policy requires our CEO to hold 100% of net shares of Common Stock the CEO acquires under an award granted under the 2004 Equity Incentive Plan (or any successor equity compensation plan) after April 10, 2024 until the earlier of the one-year anniversary of the acquisition of such shares and the date of the CEO’s termination of employment. For this purpose, “net shares” generally means the total number of shares of Common Stock received by the CEO as a result of the exercise, vesting or payment of the award, as the case may be, less (1) the number of shares used to pay any applicable purchase or exercise price of the award and (2) a number of shares having a value equal to the applicable tax obligations arising in connection with the exercise, vesting or payment of the equity award. The Compensation Committee may amend the policy, and may waive compliance with the policy if compliance would create a hardship for the CEO. No such waivers were provided during fiscal 2025.

Executive Compensation Clawback Policy

In accordance with SEC and NYSE requirements, the Board has adopted an executive compensation recovery policy (the “Clawback Policy”) regarding the adjustment or recovery of certain incentive awards or payments made to current or former executive officers in the event that we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. In general, the Clawback Policy provides that, unless an exception applies, we will seek to recover compensation that is awarded to an executive officer based on the Company’s attainment of a financial metric during the three-year period prior to the fiscal year in which the restatement occurs, to the extent such compensation exceeds the amount that would have been awarded based on the restated financial results. The Clawback Policy also provides that we 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.

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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

The Compensation Committee has certain duties and powers as described in its Charter. The Compensation Committee is currently composed of the two 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 2025 Annual Report on Form 10-K and in this Proxy Statement for the 2025 Annual Meeting, each as filed with the SEC.

The material in this report is not “soliciting material,” is not deemed “filed” and is not to be incorporated by reference in any filing of Guess?, Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Each of the Compensation Committee members whose names appear on the Compensation Committee Report above were committee members during all of fiscal 2025. In addition, former director Cynthia Livingston served on the Compensation Committee until the end of her term expiring immediately prior to our 2024 annual meeting of shareholders and former director Thomas J. Barrack, Jr. also served on the Compensation Committee until his resignation from the Board in January 2025. No director who served on the Compensation Committee during fiscal 2025 is a current or former executive officer or employee of the Company or had any relationships requiring disclosure under the SEC’s rules requiring disclosure of certain relationships and related-party transactions. None of our 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 our Compensation Committee during fiscal 2025.

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SUMMARY COMPENSATION TABLE—FISCAL 2023-2025

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 do not report whether the officer realized a financial benefit from the awards (such as by vesting in stock or exercising options).

The fiscal 2025 amounts in Column (e) above include the following:

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The fiscal 2024 amounts in Column (e) above include the following:

The fiscal 2023 amounts in Column (e) above include the following:

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No amounts are included in Column (h) for earnings on deferred compensation under the Company’s Non-Qualified Deferred Compensation Plan because the Named Executive Officers do not receive above-market or preferential earnings on compensation that is deferred under this plan. The earnings that the Named Executive Officers received during fiscal 2025 on compensation deferred under the Non-Qualified Deferred Compensation Plan are reported in the “Non-Qualified Deferred Compensation Plan Table—Fiscal 2025” below.

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COMPENSATION OF NAMED EXECUTIVE OFFICERS

The “Summary Compensation Table” above quantifies the value of the different forms of compensation earned by or awarded to our Named Executive Officers in fiscal 2025, fiscal 2024 and fiscal 2023. The primary elements of each Named Executive Officer’s total compensation reported in the table are base salary, long-term equity incentives consisting of stock options, restricted stock and/or restricted stock units and cash incentive compensation. Named Executive Officers also earned or were paid the other benefits listed in Column (i) of the “Summary Compensation Table,” as further described in footnote (6) to the table.

The “Summary Compensation Table” should be read in conjunction with the tables and narrative descriptions that follow. A description of the material terms of each Named Executive Officer’s employment agreement or employment offer letter is provided immediately following this paragraph. The “Grants of Plan-Based Awards in Fiscal 2025” table, and the description of the material terms of the stock options and restricted stock units that follows it, provides information regarding the long-term equity incentives awarded to Named Executive Officers in fiscal 2025. The “Outstanding Equity Awards at Fiscal 2025 Year-End” and “Option Exercises and Stock Vested in Fiscal 2025” tables provide further information on the Named Executive Officers’ potential realizable value and actual realized value with respect to their equity awards. The “Pension Benefits Table—Fiscal 2025” and related description of the material terms of our SERP describe the retirement benefits provided to Messrs. Marciano and Alberini under our SERP. The discussion under “Potential Payments Upon Termination or Change in Control” below is intended to further explain the potential future payments that are, or may become, payable to our Named Executive Officers under certain circumstances.

DESCRIPTION OF EMPLOYMENT AGREEMENTS

The following is a description of the material terms of the employment agreements and employment offer letters with our Named Executive Officers that were in effect during fiscal 2025. Each of these agreements also provides or provided for severance payments and benefits upon certain terminations of the Named Executive Officer’s employment. See “Potential Payments upon Termination or Change in Control” below for a description of the material terms of these benefits. The Company is not currently party to an employment agreement with Mr. Benarouche, who is employed with the Company on an “at-will” basis.

Paul Marciano

Mr. Marciano was previously party to an employment agreement with the Company that expired in accordance with its terms on January 30, 2019. On December 19, 2024, the Company entered into a new employment agreement with Mr. Marciano (the “Marciano Employment Agreement”). Subject to earlier termination as provided in the agreement, the Marciano Employment Agreement provides for Mr. Marciano’s employment as its Chief Creative Officer to continue through February 2, 2030. The Marciano Employment Agreement provides for Mr. Marciano to receive the following compensation and benefits:

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Carlos Alberini

On January 27, 2019, the Company entered into an employment agreement with Carlos Alberini (the “Prior Alberini Employment Agreement”). Subject to certain termination provisions, the Prior Alberini Employment Agreement provided for Mr. Alberini’s employment by the Company as its Chief Executive Officer for a three-year term, with automatic one-year renewals thereafter unless either party provides notice that the term will not be extended. The Prior Alberini Employment Agreement was amended in June 2021 to extend the term through June 30, 2025 (with automatic one-year renewals thereafter as noted above).

The Prior Alberini Employment Agreement provided for Mr. Alberini to receive the following compensation and benefits:

On December 19, 2024, the Company entered into a new employment agreement with Mr. Alberini that supersedes the Prior Alberini Employment Agreement (the “Alberini Employment Agreement”). Subject to earlier termination as provided in the agreement, the Alberini Employment Agreement provides that Mr. Alberini will continue to serve as the Company’s Chief Executive Officer through February 2, 2030. The Alberini Employment Agreement provides for Mr. Alberini to receive the following compensation and benefits:

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Dennis Secor

On March 14, 2022, the Company entered into an employment agreement with Dennis Secor (the “Prior Secor Employment Agreement”). The Prior Secor Employment Agreement provided for Mr. Secor to serve the Company as an executive for an employment term that commenced March 15, 2022. The Prior Secor Employment Agreement also provided for Mr. Secor to receive the following compensation and benefits:

The Prior Secor Employment Agreement originally provided for a term of employment to end March 31, 2023, subject to earlier termination. On March 31, 2023, the Prior Secor Employment Agreement was amended (the “Secor Amendment”) to extend the term through March 31, 2024, subject to earlier termination. The Secor Amendment provided that Mr. Secor would continue to serve as the Company’s Interim Chief Financial Officer and Chief Accounting Officer until such time as determined by the Company’s Board of Directors, following which time he would continue to serve the Company (for the duration of his period of employment with the Company) as the Company’s Executive Vice President, Finance. As noted above, Mr. Neubrand succeeded Mr. Secor as the Company’s Chief Financial Officer effective July 3, 2023. For the portion of Mr. Secor’s period of employment with the Company through August 31, 2023, Mr. Secor was employed with the Company on a full-time basis with an annualized base salary rate of $750,000. For the portion of Mr. Secor’s period of employment with the Company following August 31, 2023, his workload was reduced and his annualized base salary rate was reduced to $75,000. Pursuant to the Secor Amendment, he was not eligible for an annual bonus for fiscal year 2024, but he earned a retention bonus of $350,000 for remaining employed with the Company through March 31, 2024. On April 1, 2023, the Company granted Mr. Secor an award of restricted stock units with a grant date fair value of $500,000. The restricted stock units were scheduled to vest, subject to Mr. Secor’s continued employment with the Company, on March 31, 2024, and they vested on that date.

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On March 29, 2024, the Company and Mr. Secor entered into an amendment and restatement of the Prior Secor Employment Agreement (the “Amended and Restated Prior Secor Employment Agreement”). The Amended and Restated Prior Secor Employment Agreement extended the term of Mr. Secor’s employment as the Company’s Executive Vice President, Finance through March 31, 2025, subject to earlier termination as provided in the agreement. The Amended and Restated Prior Secor Employment Agreement provided for the following:

In connection with Mr. Neubrand’s resignation from his position as Chief Financial Officer of the Company, on August 17, 2024, Mr. Secor was appointed as Interim Chief Financial Officer of the Company, effective August 26, 2024. On August 18, 2024, in connection with such appointment, the Company entered into a new employment agreement with Mr. Secor (the “New Secor Employment Agreement”) that replaced, effective August 26, 2024, the Amended and Restated Prior Secor Employment Agreement. The New Secor Employment Agreement provided that Mr. Secor will serve the Company as an executive for an employment term that is scheduled to end August 25, 2025, subject to earlier termination as provided in the New Secor Employment Agreement, and that Mr. Secor will serve as the Company’s Interim Chief Financial Officer for such portion of the employment term from August 26, 2024 through March 31, 2025, as determined by the Board. The New Secor Employment Agreement provided for Mr. Secor to receive the following compensation and benefits:

The New Secor Employment Agreement was amended on March 31, 2025 to provide for Mr. Secor’s continued service as Interim Chief Financial Officer of the Company through the date on which the Company files its Quarterly Report on Form 10-Q for the first quarter of fiscal 2026 or, if earlier, July 31, 2025, the termination of Mr. Secor’s employment with the Company, or such other date that the Board may determine (the “New Secor Amendment”). The New Secor Amendment also extended the period of time Mr. Secor will be employed with the Company until September 12, 2025, subject to earlier termination as provided in the New Secor Employment Agreement. The New Secor Amendment provides that Mr. Secor will continue to be paid a salary at the rate of $750,000 annually through July 31, 2025, and that his annual rate of base salary for the remaining portion of his employment term after that date will be $240,000. The New Secor Amendment provides Mr. Secor with two new retention bonus opportunities: (1) $225,000 subject to his employment with the Company through June 13, 2025, and (2) $50,000 subject to his employment with the Company through September 12, 2025.

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Markus Neubrand

In connection with his appointment as the Company’s Chief Financial Officer, on April 27, 2023, Guess Europe Sagl (“Guess Europe”), a wholly-owned subsidiary of the Company, entered into an employment agreement with Mr. Neubrand (the “Neubrand Employment Agreement”). The Neubrand Employment Agreement did not have a specific term, and generally was terminable by either party on three months’ notice.

The Neubrand Employment Agreement provided that Mr. Neubrand was based out of the Company’s headquarters in Switzerland and would be entitled to the following compensation and benefits:

During fiscal 2025, Mr. Neubrand served as our Chief Financial Officer until his resignation as an officer of our Company effective August 26, 2024. Mr. Neubrand resigned as an employee of our Company effective September 30, 2024.

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GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

The following table presents information regarding the equity and non-equity incentive awards granted to the Named Executive Officers during fiscal 2025 under the Company’s 2004 Equity Incentive Plan and Bonus Plan. The material terms of each grant are described below under “Description of Plan-Based Awards.”

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DESCRIPTION OF PLAN-BASED AWARDS

The Grants of Plan-Based Awards Table above reflects a cash incentive award opportunity (under a performance-based program based on fiscal 2025 results) for each of the indicated Named Executive Officers. The table also reflects equity awards granted during fiscal 2025 to the Named Executive Officers, in each case as described in more detail below. Each of these awards was granted under, and is subject to the terms of, the 2004 Plan or the Bonus Plan. The plans are administered by the Compensation Committee. Vesting requirements for these awards discussed in this Proxy Statement generally assume no change in control of the Company occurs and that the executive would not be entitled to any accelerated vesting in connection with a termination of employment. Change in control and accelerated vesting provisions applicable to these awards are discussed below and in the “Potential Payments upon Termination or Change in Control” section below.

Each restricted stock unit awarded to the Named Executive Officers represents a contractual right to receive one share of the Common Stock if the applicable vesting requirements are satisfied. These restricted stock units include dividend equivalent rights. If a cash dividend is paid with respect to the Common Stock while any restricted stock units subject to the award are outstanding, the award will be credited with an amount in cash equal to the dividends the award holder would have received if he or she had been the owner of the shares of Common Stock subject to the outstanding restricted stock units. Any dividend equivalents credited with respect to an award are subject to the same vesting requirements as the restricted stock units to which they relate.

Performance-Based Restricted Stock Units

Mr. Marciano 2025 Performance Award. The restricted stock unit award for Mr. Marciano reported in Column (g) of the table above was eligible to vest if the Company achieved the specific performance goals and based on Mr. Marciano’s continued service through the applicable vesting dates. Fifty percent of the award was eligible to vest based on the Company’s earnings from operations from its licensing segment for fiscal 2025 and the remaining 50% of the award was eligible to vest based on the Company’s total revenue for fiscal 2025. If both of the performance goals established by the Compensation Committee for the performance period were met, all of the restricted stock units subject to the award would be eligible to vest. If only one of the performance goals established by the Compensation Committee for the performance period was met, then 50% of the restricted stock units subject to the award would be eligible to vest. If neither of the performance goals established by the Compensation Committee for the performance period were met, all of the restricted stock units subject to the award would have been cancelled and terminated as of the last day of the performance period. As described in, “Executive Compensation Program Elements for Fiscal 2025—Long-Term Equity Incentive Awards—Equity Awards for Named Executive Officers for Fiscal 2025—Performance Award for Mr. Marciano” above, the Compensation Committee determined that the threshold performance level for earnings from operations derived from our licensing segment was achieved but that the threshold performance level for total Company revenue was not achieved. As a result, 50% of the total award (the portion corresponding to the earnings from operations derived from our licensing segment performance measure) will vest subject to Mr. Marciano’s continued service as noted above, and the remaining portion of the award (the 50% corresponding to the Company revenue performance measure) was forfeited.

The restricted stock units subject to Mr. Marciano’s award that became eligible to vest based on performance during the performance period will generally vest in three equal installments, with one-third of the stock units vesting on January 30 of 2025, 2026 and 2027. In general and except as noted below, if the executive’s service to the Company terminates for any reason, any restricted stock units subject to the award that have not previously vested will terminate. If the executive’s employment terminates due to the executive’s death or disability, all restricted stock units subject to the award will become fully vested as of the termination date (and if such termination occurs prior to the end of the performance period, the performance requirements will be

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deemed to have been met). If there is a change in control of the Company prior to the end of the performance period, the performance conditions would be deemed to have been satisfied as of the date of such event and the time-based vesting conditions will continue to apply (except as provided in the next sentence). If there is a change in control of the Company and the then-outstanding and unvested portion of the award is terminated in connection with the transaction (that is, it is not continued following such event or assumed or converted by the successor entity), such portion of the restricted stock units subject to the award will become fully vested as of the date of the change in control.

2025 Relative TSR Awards for Mr. Alberini and Mr. Benarouche. Columns (f) through (h) of the table above include the restricted stock units subject to the 2025 Relative TSR Awards granted to Mr. Alberini and Mr. Benarouche in October 2024. The restricted stock units subject to each award cover a target number of shares of the Common Stock as follows: for Mr. Alberini—181,585 shares and for Mr. Benarouche—11,182 shares, with the number of units subject to the award that are ultimately eligible to vest being equal to zero to 150% of the target number based upon the Company’s TSR for a performance period commencing on October 8, 2024 and ending on the last day of fiscal 2027 relative to the TSRs during that performance period of a peer group of companies selected by the Compensation Committee at the time of grant of the award. If the Company’s TSR ranks at the 50th percentile relative to the peer group for the performance period, the target number of the restricted stock units subject to the award will be eligible to vest. If the Company’s TSR ranks at the 25th percentile relative to the peer group for the performance period, 25% of the target number of the restricted stock units subject to the award will be eligible to vest. If the Company’s TSR ranks at the 75th percentile or above relative to the peer group for the performance period, 150% of the target number of the restricted stock units subject to the award will be eligible to vest. However, in no event will the award vest as to the number of shares of Common Stock determined by dividing five times the grant date fair value of the award by the closing price of a share of the Common Stock on the applicable vesting date. If the Company’s TSR is between these threshold, target and maximum performance levels, the vesting percentage will be determined by linear interpolation between the vesting percentages for those levels. No portion of the award will vest if the Company’s relative TSR for the performance period is below the 25th percentile. Any restricted stock units subject to the award that are not deemed eligible to vest based on the Company’s relative TSR will be cancelled and terminated as of the last day of the performance period.

As to Mr. Alberini’s 2025 Relative TSR Award, in the event that, during the performance period and outside of a “Change in Control Window” (which is 12 months prior to, in connection with, or 24 months following a change in control of the Company), Mr. Alberini’s employment terminates due to a termination by the Company without “cause”, by the executive for “good reason” (as such terms are defined in the Alberini Employment Agreement) or due to a non-renewal of the term of the Alberini Employment Agreement by the Company, or if Mr. Alberini’s employment is terminated due to his death or “disability” (as such term is defined in the Alberini Employment Agreement) at any time prior to the vesting date, the target number of units will be prorated by multiplying the target number by a fraction, the numerator of which is the number of days Mr. Alberini was employed during the performance period, and the denominator of which is total number of days in the performance period, and the prorated number of target units would remain outstanding and eligible to vest based on the Company’s relative TSR for the entire performance period.

If a change in control of the Company occurs during the performance period, the award will be eligible to vest as to either the target number of units (if the change in control occurs during fiscal 2025) or based on the Company’s relative TSR for the performance period through the change in control (if the change in control occurs during fiscal 2026 or fiscal 2027). If the award continues following such event or is assumed or converted by the successor entity, the number of units that are eligible to vest will vest on the last day of the original performance period, subject to Mr. Alberini’s continued employment through the vesting date and to accelerated vesting if his employment terminates within a Change in Control Window due to a termination by the Company without “cause”, by him for “good reason”, or due to a non-renewal of the term of the Alberini Employment Agreement by the Company, without application of the proration described above, or due to Mr. Alberini’s death or “disability,” with application of the proration described above. Such units will vest upon the change in control

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if the award is to be terminated in connection with the change in control transaction (that is, the award does not continue following such event and is not assumed or converted by the successor entity).

As to Mr. Benarouche’s 2025 Relative TSR Award, in the event that, during the performance period, the executive’s employment is terminated due to his death or disability (as defined in the 2004 Plan) at any time prior to the vesting date, the target number of units will be prorated by multiplying the target number by a fraction, the numerator of which is the number of days the executive was employed during the performance period, and the denominator of which is total number of days in the performance period, and the prorated number of target units would remain outstanding and eligible to vest based on the Company’s relative TSR for the entire performance period. If a change in control of the Company occurs during the performance period, the award will be eligible to vest as to either the target number of units (if the change in control occurs during fiscal 2025) or based on the Company’s relative TSR for the performance period through the change in control (if the change in control occurs during fiscal 2026 or fiscal 2027). If the award continues following such event or is assumed or converted by the successor entity, the number of units that are eligible to vest will vest on the last day of the original performance period subject to the executive’s continued employment through the vesting date and to accelerated vesting if his employment terminates due to his death or disability, with application of the proration described above. Such units will vest upon the change in control if the award is to be terminated in connection with the change in control transaction (that is, the award does not continue following such event and is not assumed or converted by the successor entity).

Other Restricted Stock Unit Awards

One-Time Awards for Messrs. Marciano and Alberini. Column (i) of the table above includes the restricted stock units subject to the Marciano One-Time Award and the Alberini One-Time Award (together, the “One-Time Awards”), with respect to 708,216 shares and 300,000 shares that were granted to Mr. Marciano and Mr. Alberini, respectively, in December 2024. The One-Time Awards each become eligible to vest in five equal annual installments on January 30 of each of the Company’s 2026, 2027, 2028, 2029, and 2030 fiscal year, subject to the executive’s continued employment through the applicable vesting date.

As to the Marciano One-Time Award, in the event that Mr. Marciano’s employment terminates prior to February 2, 2030 without “cause,” by Mr. Marciano for “good reason” or due his death or “disability” (as such terms are defined in the Marciano Employment Agreement), any portion of the Marciano One-Time Award that is outstanding and unvested as of Mr. Marciano’s termination date will vest in full.

As to Mr. Alberini’s One-Time Award, in the event that Mr. Alberini’s employment terminates prior to February 2, 2030 without “cause” or by Mr. Alberini for “good reason” (as such terms are defined in the Alberini Employment Agreement), any portion of the Alberini One-Time Award that is outstanding and unvested as of Mr. Alberini’s termination date will vest in full. In the event that Mr. Alberini’s employment terminates prior to February 2, 2030 due his death or “disability” (as defined in the Alberini Employment Agreement), the Alberini One-Time Award will become vested as to a prorated portion of the restricted stock units otherwise scheduled to vest on the next regularly scheduled vesting date after Mr. Alberini’s termination date determined by multiplying the number of restricted stock units otherwise scheduled to vest on the next regularly scheduled vesting date after Mr. Alberini’s termination date by a fraction, the numerator of which is the number of days Mr. Alberini was employed by the Company following the last regularly scheduled vesting date through his termination date, and the denominator of which is the number of days between the last regularly scheduled vesting date and the next regularly scheduled vesting date.

Retention Awards for Mr. Secor. The restricted stock unit awards for Mr. Secor reported in Column (i) of the table above with respect to 11,078 shares (the “April 2024 Award”) and 19,594 shares (the “October 2024 Award”), will become eligible to vest in full based on Mr. Secor’s continued employment through March 31, 2025 and August 25, 2025, respectively. The April 2024 Award was granted pursuant to the Amended and Restated Prior Secor Employment Agreement and the October 2024 Award was granted pursuant to the New

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Secor Employment Agreement. In each case, in the event that Mr. Secor’s employment terminates due to a termination by the Company without “cause” or by the executive for “good reason” (as such terms are defined in the applicable employment agreement) at any time prior to the vesting date, the award will vest in full on Mr. Secor’s termination date. In the event that Mr. Secor’s employment terminates due to his death or “disability” (as such term is defined in the applicable employment agreement) at any time prior to the vesting date, the number of units will be prorated by multiplying the target number by a fraction, the numerator of which is the number of days Mr. Secor was employed by the Company during the term of the applicable employment agreement, and the denominator of which is 365, and the prorated number of target units would vest on Mr. Secor’s termination date.

Non-Equity Incentive Plan Awards

With respect to fiscal 2025 performance, the Company granted non-equity incentive plan award opportunities to its Named Executive Officers as described in footnote (3) to the table above. In April 2025, the Compensation Committee reviewed the Company’s performance with respect to the pre-established performance goals, certified the level of performance and the resulting awards to the Named Executive Officers for fiscal 2025 as described above under “Executive Compensation Program Elements for Fiscal 2025—Annual Incentive Awards” and as set forth in Column (g) of the “Summary Compensation Table.”

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OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

The following table presents information regarding the outstanding equity awards held by each Named Executive Officer as of February 1, 2025, including the vesting dates for the awards that had not fully vested as of that date.