Contends Guess Directors Have Repeatedly Abdicated Their Responsibilities and Let Paul Marciano off the Hook Despite Disturbing Pattern of Alleged Sexual Misconduct

Company is Trying to Sneak an Apparent Entrenchment Maneuver Past Shareholders by Accelerating the Upcoming Annual Meeting Date by Two Months and Deadline for Director Nominations by 40 Days

Legion Believes it is Time for the Independent Members of the Board - and Particularly the 100% Independent and Female Nominating and Governance Committee - To Fulfill their Duty and Remove the Marciano Brothers

LOS ANGELES, March 9, 2022 /PRNewswire/ -- Legion Partners Asset Management, LLC, together with its affiliates (collectively, "we" or "Legion Partners"), is a significant shareholder of Guess?, Inc. ("Guess", or the "Company") (NYSE: GES). Today Legion Partners issued a presentation detailing the long and growing list of sexual assault and harassment allegations against Guess co-founder, Chief Creative Officer and director Paul Marciano, who it believes has been largely enabled by his brother, Maurice Marciano. The presentation also questions the puzzling decision by the independent members of the Guess Board of Directors ("the Board") to seemingly ignore these allegations.

Additionally, Legion commented on the Company's recent announcement that the 2022 annual meeting of shareholders ("the meeting") would be moved up by more than two months. In Legion's view, this is a blatant attempt to try to prevent shareholders from being able to exercise their rights by seeking to submit proposals or replace directors at the meeting.

The presentation can be viewed here: Paul Marciano: A Long List of Sexual Assault and Harassment Allegations

Legion co-founder and Managing Director Ted White stated, "For more than a decade, allegations of sexual assault and harassment against Paul Marciano have mounted, including while his brother Maurice Marciano served as Chairman of the Board. Following our public letter last month detailing this litany of claims, we have heard from victims, advocates and our fellow GES investors – who have echoed our demand that it is time for the independent directors of the Board finally to step up and remove the Marciano brothers from Guess.

Instead, the members of the Board have made half-hearted assurances and empty promises to us that they want to do the 'right thing.' Actions speak much louder. With the disclosure last Friday that the Guess annual meeting would be moved up more than two months – what we perceive as a blatant and highly irregular maneuver to try to prevent Legion or other shareholders from being able to take action as shareholders – the independent directors have signaled they are going down a cowardice path. All Guess stakeholders should make their voices heard to ensure the Board gets the message: enough is enough and the Marcianos must go."

Highlights from the presentation include:

• The long history of disturbing allegations – Paul Marciano's sexual abuse allegations have long made headlines and resulted in calls from the public for his removal from Guess. Over the years, Paul Marciano appears to have used his role as Chief Creative Officer to scout young models and take advantage of them, with at least 15 women having made allegations so far.
• Maurice Marciano's time should be up as well – There have long been reports of Maurice dismissing Paul's alleged predatory behavior, and he served as Chairman when Paul was reinstated to the Board in January of 2019. It also appears that following a bike accident in summer of 2020 Maurice has been unable to fully perform his duties as a director as demonstrated by his absences from Board meetings and last year's annual meeting. While Legion is not unsympathetic to his condition, his continued service on the Board does not make sense.
• Legion believes the independent directors have abdicated their responsibilities – Guess' five independent directors – Anthony Chidoni, Laurie Ann Goldman, Cynthia Livingston, Deborah Weinswig, and Alex Yemenidjian – have not taken any meaningful action regarding the allegations even after Guess' own insurance carrier has sought relief in court to deny coverage for the growing liability Guess faces due to Paul Marciano's continued alleged misconduct. 
• The time is now for the independent directors, and especially the Nominating and Governance Committee, to act – Legion finds it particularly puzzling that the powerful Nominating and Governance Committee, made up of the three independent female directors, appears content to let this stunning breakdown in corporate governance at Guess continue. Legion questions how these directors explain their strong support of women's causes outside the Guess boardroom with their apparent willingness to support an alleged sexual predator inside of it.

Additionally, the Company's recent entrenchment maneuver is highly telling. After market close on Friday, March 4, Guess filed a notice that the Company's annual meeting would now be held on April 22, 2022. Typically, the meeting is held in late June (last year's was on June 24). As a result of this change, the deadline for shareholders to submit proposals or nominate directors is accelerated to March 14 – just ten days following the announcement. This move reduced the window for nominating directors by over a month and quickly accelerated the record date to March 23 perhaps to freeze current share ownership positions.

White continued, "Even under 'normal' circumstances, we believe moving an annual meeting up two months when facing growing shareholder criticism could be considered terrible corporate governance. The fact that Guess' Board would seek to slip it past shareholders by filing the required disclosure on a Friday afternoon (when companies typically 'take out the trash' and bury news they don't want to have seen), and would do it after telling us in our private discussions that they wanted to work together to find an 'elegant solution,' speaks volumes. It also shows that the Marciano brothers are feeling the heat.

Finally, we were deeply disappointed by a conversation we had on March 7th with Chairman of the Board Alex Yemenidjian. Mr. Yemenidjian indicated that the Board intends to re-nominate Paul and Maurice Marciano for election at the next annual meeting. In fact, Mr. Yemenidjian's 'elegant solution' was to form an 'ESG Committee.' What good is an ESG Committee when the full Board has demonstrated it does not seem to take social or governance issues seriously? Further, when we requested a meeting with the members of the Nominating and Governance Committee, Mr. Yemenidjian told us that 'would not be appropriate at this time.' While we remain open to constructive engagement with the Board on these matters, it appears that they are set on the path of strong-arming shareholders and avoiding holding the Marciano brothers accountable at all costs."    

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.

Media Contact:Longacre Square PartnersDan Zacchei / Joe Germanidzacchei@longacresquare.com / jgermani@longacresquare.com

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SOURCE Legion Partners Asset Management