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Legion Partners Files Definitive Proxy Statement to Solicit Votes Against Guess?, Inc. Directors Paul Marciano and Maurice Marciano

Published: 2022-03-31 12:00:00 ET

Issues Investor Presentation Detailing Why It Believes Removing the Marciano Brothers from the Company Should Eliminate a Massive Risk to Guess' Brand, Reputation and Ability to Generate Sustainable Shareholder Value

Urges Shareholders to WITHHOLD Their Votes on Paul and Maurice Marciano on the BLUE Proxy Card

Launches www.ABetterGuess.com to Provide Updates to Shareholders

LOS ANGELES, March 31, 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 it has filed its definitive proxy statement in connection with a "Vote No" campaign opposing the re-election of Paul and Maurice Marciano to the Company's Board of Directors (the "Board") at the upcoming 2022 Annual Meeting of Shareholders (the "Annual Meeting").

Legion also today issued an investor presentation detailing its views as to why the Marciano brothers must be removed from the Company. The presentation is available at https://abetterguess.com/wp-content/uploads/2022/03/Legion-Presentation.pdf.

Further, Legion has launched www.ABetterGuess.com as a resource for shareholders to find additional information, including legal complaints that allege Paul Marciano's long-standing pattern of misconduct in detail, and sign up for updates.

Highlights of Legion's presentation include the following:

For more than a decade, a number of sexual assault and harassment allegations have been made against Paul Marciano, who also serves as the Company's Chief Creative Officer, while his brother Maurice Marciano appeared to turn a blind eye as a former Chairman of the Board and the Company spent nearly $1 million on settlements with alleged victims.
New sexual assault and harassment allegations have surfaced against Paul Marciano, and even the Company's own insurance carrier has sought relief in court to avoid having to cover claims related to Paul Marciano's alleged "pattern" of "wrongful acts."1
Despite these disturbing new developments, the Board has determined to re-nominate Paul and Maurice Marciano for election to the Board at the Company's 2022 Annual Meeting. Legion feels this reflects a disturbing lack of good corporate governance and adequate oversight on the part of the incumbent directors.
Legion believes the Marcianos' ongoing presence on the Board has and will continue to harm the Company's brand, financial performance and stock price. In Legion's view, models hesitate to model for the Company, consumers hesitate to purchase its products, and investors hesitate to invest – all of which has likely harmed shareholder value.
In fact, Guess seems to experience a "Marciano Discount" relative to its peers. While this discount briefly narrowed after Guess launched an investigation into allegations of improper conduct by Paul Marciano, the valuation gap has widened again to 45% since four more individuals complained about sexual assaults by Paul Marciano in 2021.

It is time to make a better Guess.

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

1Beazley Insurance Company, Inc. v. Guess?, Inc., et al., 2:21-cv-09962.

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SOURCE Legion Partners Asset Management

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329 South Oyster Bay Road #2085
Plainview, NY 11803
team@eninvs.com

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