ISS and Glass Lewis Determine that Change is Needed at Guess and Cite Serious Risks to the Company from Marciano Brothers Remaining on the Board
Glass Lewis Observes that Paul Marciano's Continued Presence at Guess "Paints a Picture that the [2018] Investigation was Merely a Public Relations Ploy" Without Real Consequences
Legion Urges Shareholders to Follow ISS's and Glass Lewis's Recommendations and Vote to Eliminate the Existential Risk Posed to Guess by the Marciano Brothers' Remaining in Leadership Roles
LOS ANGELES, April 18, 2022 /PRNewswire/ -- Legion Partners Asset Management, LLC, together with its affiliates (collectively, "we" or "Legion Partners"), a significant shareholder of Guess?, Inc. ("Guess", or the "Company") (NYSE: GES), today announced that both leading proxy advisory firms – Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis") – have recommended that shareholders use the BLUE proxy card to WITHHOLD their votes on the reelection of Paul Marciano and Maurice Marciano to the Guess Board of Directors (the "Board") at the upcoming 2022 Annual Meeting of Shareholders (the "Annual Meeting").
Glass Lewis notes the multi-faceted layers of risk posed by the Marcianos' continued ties to Guess and presence on the Board:1
Glass Lewis also condemns the Board's lack of oversight of the Marciano brothers and discounts the legitimacy of the Board's 2018 investigation:
Glass Lewis writes the following regarding director Laurie Ann Goldman's decision to not stand for re-election and to abstain from voting at the Annual Meeting:
Finally, Glass Lewis questions Guess's motives for moving up the Annual Meeting date compared to prior years:
Previously, in its report, ISS wrote:
Legion Managing Directors Chris Kiper and Ted White said, "We are pleased that both leading proxy advisory firms, ISS and Glass Lewis, have reached the conclusion that the Marciano brothers must go and that the independent directors' responses to the allegations against Paul Marciano – including the 2018 board investigation – have been at best inept and at worst deceitful. As these firms conclude, the Marcianos pose high levels of risks to Guess's brand, reputation and valuation. Their ongoing presence in leadership roles does a grave disservice to all Guess stakeholders and is holding back the Company from achieving its full potential. We urge all Guess shareholders to make their voices heard and vote for a better Guess."
Shareholders can find additional information at www.ABetterGuess.com.
Legion urges shareholders to support its efforts by signing, dating and returning the enclosed BLUE proxy card today to WITHHOLD their vote on the re-election of Paul and Maurice Marciano.
If shareholders have already voted for the Company's nominees, they have every right to change their vote by signing, dating and returning a later dated BLUE proxy card or by voting in person at the Annual Meeting.
If shareholders have any questions, require assistance in voting the BLUE proxy card or need additional copies of our proxy materials, please contact:Saratoga Proxy Consulting LLC520 8th Avenue, 14th FloorNew York, NY 10018(212) 257-1311
Shareholders call toll-free at (888) 368-0379Email: info@saratogaproxy.com
About Legion Partners
Legion Partners is a value-oriented investment manager based in Los Angeles, with a satellite office in Sacramento, CA.Legion Partners seeks to invest in high-quality businesses that are temporarily trading at a discount, utilizing deep fundamental research and long-term shareholder engagement. Legion Partners manages a concentrated portfolio of North American small-cap equities on behalf of some of the world's largest institutional and HNW investors.
Investor Contact:John Ferguson / Joe MillsSaratoga Proxy Consulting(212) 257-1311jferguson@saratogaproxy.com / jmills@saratogaproxy.com
Media Contact:Longacre Square PartnersDan Zacchei / Joe Germanidzacchei@longacresquare.com / jgermani@longacresquare.com
1 Permission to quote from the Glass Lewis and ISS reports was neither sought nor obtained. Emphases added.
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SOURCE Legion Partners Asset Management