Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 5, 2023, Guess?, Inc. (the "Company") held its annual meeting of shareholders (the "Annual Meeting"). As of March 23, 2023, the record date for the Annual Meeting (the "Record Date"), there was a total of 55,662,267 shares of common stock of the Company outstanding and eligible to vote. At the Annual Meeting, 50,697,270 shares were represented in person or by proxy and, therefore, a quorum was present.

At the Annual Meeting, the shareholders of the Company voted on the following matters:

•The election of seven directors to serve on the Company's Board of Directors. Carlos Alberini, Anthony Chidoni, Cynthia Livingston, Maurice Marciano, Paul Marciano, Deborah Weinswig and Alex Yemenidjian were nominated to serve as directors.

•An advisory vote to approve the compensation of the Company's named executive officers.

•An advisory vote to approve the frequency of future advisory votes on the compensation of the Company's named executive officers.

•The ratification of the appointment of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending February 3, 2024.

On May 5, 2023, First Coast Results, Inc., the independent inspector of election for the Annual Meeting (the "Inspector of Election"), issued its final report, which certified the final voting results for the Annual Meeting. Set forth below are the final voting results as provided by the Inspector of Election.

The results of the voting were as follows:

1. With respect to the election of seven directors to serve on the Company's Board of Directors as described above:



       Nominee               Votes For        Votes Withheld         Broker Non-Votes
       Carlos Alberini       45,380,004    2,057,595                    3,259,671
       Anthony Chidoni       40,710,014    6,727,585                    3,259,671
       Cynthia Livingston    34,221,000   13,216,599                    3,259,671
       Maurice Marciano      43,516,542    3,921,057                    3,259,671
       Paul Marciano         39,819,225    7,618,374                    3,259,671
       Deborah Weinswig      45,171,616    2,265,983                    3,259,671
       Alex Yemenidjian      40,324,868    7,112,731                    3,259,671

Based on the vote results set forth above, each of the director nominees was duly elected to hold office for a one-year term and until their respective successors are duly elected and qualified.

2. With respect to the advisory vote to approve the compensation of the Company's named executive officers:

Votes For Votes Against Votes Abstaining Broker Non-Votes


          40,055,413      7,334,944            47,242             3,259,671

Based on the vote results set forth above, the advisory vote on the compensation of the Company's named executive officers was approved.

3. With respect to the advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers:






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           1 year      2 years     3 years     Votes Abstaining     Broker Non-Votes
         45,648,334    11,767     1,743,382         34,116             3,259,671

Based on the vote results set forth above, the shareholders recommended holding an advisory vote on the compensation of the Company's named executive officers every year.

In accordance with the shareholders' recommendation, the Company's Board of Directors has determined that an advisory vote on the compensation of the Company's named executive officers will be conducted every year, until the next shareholder advisory vote on this matter.

4. With respect to the ratification of the appointment of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending February 3, 2024:

Votes For Votes Against Votes Abstaining Broker Non-Votes


          50,276,396       399,568             21,306                 -

Based on the vote results set forth above, the appointment of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending February 3, 2024 was duly ratified.





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