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

Rhea-AI Summary

Legion Partners Asset Management has launched a campaign urging shareholders of Guess (NYSE: GES) to withhold votes for Paul and Maurice Marciano's re-election to the Board. The investor presentation highlights ongoing allegations of sexual misconduct against Paul Marciano, which Legion claims threaten the company's brand and financial performance. The Marciano brothers’ continued presence is seen as detrimental, with the stock reportedly experiencing a "Marciano Discount" relative to peers. Legion emphasizes the need for better governance and has set up a dedicated website for updates.

Positive

• Legion Partners is advocating for shareholder engagement to improve governance at Guess.

Negative

• Ongoing allegations of sexual misconduct against Paul Marciano could harm the brand and investor confidence.
• The presence of the Marciano brothers on the Board is linked to a 45% valuation gap compared to peers.
• The company spent nearly $1 million on settlements over misconduct allegations.

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 LLC
520 8th Avenue, 14th Floor
New York, NY 10018
(212) 257-1311

Shareholders call toll-free at (888) 368-0379
Email: 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 Mills
Saratoga Proxy Consulting
(212) 257-1311
jferguson@saratogaproxy.com / jmills@saratogaproxy.com

Media Contact:
Longacre Square Partners
Dan Zacchei / Joe Germani
dzacchei@longacresquare.com / jgermani@longacresquare.com

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

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SOURCE Legion Partners Asset Management

FAQ

What is Legion Partners' stance on Paul and Maurice Marciano's re-election at Guess?

Legion Partners is urging shareholders to withhold votes for the re-election of Paul and Maurice Marciano.

How does the ongoing misconduct allegations against Paul Marciano affect Guess' stock performance?

The allegations are believed to contribute to a "Marciano Discount," negatively impacting the company's valuation compared to peers.

What actions has Legion Partners taken regarding Guess?

Legion Partners has filed a definitive proxy statement and launched a website to inform shareholders about their campaign.

What financial implications has Guess faced due to the Marciano brothers' presence?

Guess reportedly faced a valuation gap of 45% relative to industry peers linked to the Marciano brothers.

What legal issues are associated with Paul Marciano?

Legal complaints involving Paul Marciano allege a long-standing pattern of misconduct and have led to insurance disputes.