Calls the Company's 2018 Investigation into Allegations against Paul Marciano "Troublingly Inadequate in Design, Transparency, and Result Achieved"
Highlights "Credible Risk to the Guess Brand Posed by Paul Marciano's Continued Involvement with the Company"
Legion Urges Shareholders to Follow ISS's Recommendation and Vote to Eliminate the Existential Risk Posed to Guess by the Marciano Brothers' Continued Presence in Leadership Roles
LOS ANGELES, April 14, 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 leading proxy advisory firm Institutional Shareholder Services ("ISS") has 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").
In its report, ISS comments on the Board's failure to adequately respond to the numerous allegations of sexual harassment against Paul Marciano dating back decades – and Maurice Marciano's enabling influence that has protected his brother's position.
Summing up the case for the Marciano brothers' removal, ISS writes:1
ISS sharply criticizes the 2018 investigation, led by a Special Committee of the Guess Board composed of two male directors with long tenures, into Paul Marciano's alleged sexual abuse – which has served as the crux of the Company's defense throughout this campaign. ISS also takes the step of recommending only "cautionary" support for the re-election of Anthony Chidoni, who served on that Committee:
ISS also critiques the Company's conduct during this proxy campaign:
Finally, ISS agrees with other issues Legion has raised around executive compensation:
Legion Managing Directors Chris Kiper and Ted White said, "We are pleased that ISS has recognized that the Marciano brothers' continued presence on the Guess Board poses an unacceptable risk to the Company's brand, reputation and valuation. Ultimately, an alleged sexual predator such as Paul Marciano, and his brother who has covered for him over the years, cannot be allowed to remain in their positions. In our view, once Paul and Maurice Marciano are removed from the Board, Guess will be able to better focus on executing its strategy – led by CEO Carlos Alberini – and deliver greater value for shareholders. Guess must be free of the severe overhang from the Marcianos' continued presence and have a clear runway to succeed going forward."
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 PartnersLegion 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 ISS report was neither sought nor received. Emphases added.
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SOURCE Legion Partners Asset Management