Guess? Inc. Files DEFA14A Proxy Soliciting Material

TL;DR

GUESS proxy filing is out, looks like they're prepping for shareholder votes.

AI Summary

Guess?, Inc. filed a DEFA14A proxy statement on September 8, 2025. This filing is soliciting material under Rule 14a-12, indicating it's related to communications made before a formal proxy statement is filed. The company is based in Los Angeles, CA, and its fiscal year ends on January 31st.

Why It Matters

This filing is a preliminary step in the proxy process, often used for communications that might precede a full proxy statement, allowing companies to engage with shareholders on certain matters before formal voting begins.

Risk Assessment

Risk Level: low — This is a standard SEC filing (DEFA14A) related to proxy statements, not indicating any immediate financial distress or unusual corporate activity.

Key Players & Entities

• GUESS INC (company) — Registrant
• ANNE DEEDWANIA (person) — Contact Person for Business and Mail Address
• Los Angeles, CA (location) — Company Headquarters

FAQ

Key Financial Figures

• $16.75 — action, Guess shareholders will receive $16.75 in cash for each share of GES they own,

Filing Documents

• guess-14ax12schedule14afil.htm (DEFA14A) — 50KB
• 0000912463-25-000067.txt ( ) — 51KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under Rule 14a-12 GUESS, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply) No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Filed by Guess, Inc. Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Commission File No. 001-11893 This Schedule 14A filing consists of the following Transaction FAQs sent to employees of Guess, Inc. (the "Company") relating to the proposed transaction involving the Company and Authentic Brands Group LLC TRANSACTION FAQs These FAQs are intended to answer the most anticipated questions following our recently announced transaction. They are a summary only and are not complete. In the event of any conflict or inconsistency between these FAQs and the merger agreement, the merger agreement prevails. Please reach out to your Manager if you have any further questions. Questions Related to Your Role at Guess 1. What does this mean for my role and job security at Guess Until the transaction closes, we will continue to operate as an independent, publicly traded company. There are no changes to our strategy or objectives, your role or responsibilities, or any Company policies. The immediate focus is on business continuity and maintaining the high-quality service and performance our customers and partners expect. The new Company structure impacting our intellectual property portfolio is intended to strengthen our organization, with the goal of accelerating growth and innovation. Following the transaction, we expect the majority of our operations to remain consistent with our current businesses although we will no longer be a publicly traded company. Most importantly, it is business as usual at Guess, and it is essential that we stay focused on our jobs and customers. We will share news and information as it becomes available in the coming months. 2. Will our compensation, benefits or bonus structures change as a result of this transaction There are no changes to compensation, benefits or bonus structures. It is important to note that Paul and Carlos, as owners of the operating company following closing, will continue to be committed to providing competitive compensation and benefit plans for employees in recognition of the important role they play in our success. Plans for future compensation programs will be announced in the coming months, but the intention is to replace the equity compensation portion of current total compensation programs with a newly designed incentive program typical for private companies and comparable to the current equity plans. 3. What happens to my equity (RSUs, stock options, shares) when we go private Upon the close of the transaction, Guess shareholders will receive $16.75 in cash for each share of GES they own, minus any applicable taxes. This includes all unvested equity, which will vest immediately at closing and be paid in the same way as vested equity. We anticipate that payments will be made within 5 business days of closing, unless delayed for IRS tax rules. Any dividend equivalents tied to your equity will also be paid. 4. Can I sell my shares prior to the closing of transaction Assuming the Company is no longer in a blackout period, you may sell your shares in the public market consistent with our normal practices, including requesting approval for a sale unless you are subject to trade restrictions for having any material non-public information. 5. What happens to the ESPP The current ESPP period will be paid as scheduled on September 26, 2025. There will be no more ESPP purchase periods through the closing of the transaction, when the ESPP will formally end. Other Questions 6. What are Paul and Carlos' new roles going to be following the transaction Paul and Carlos will continue to manage the businesses following the closing of the transaction and will own 100% of the operating company. Both Paul and Carlos have expressed their excitement to continue leading Guess and working with Authentic Brands Group (ABG or Authentic) to accelerate the execution of the Company's vision. At this time, we do not anticipate any changes to our executive team or their roles. Until the transaction closes, we will continue to operate as an independent, publicly traded company. 7. How wi

View Full Filing

View this DEFA14A filing on SEC EDGAR