8-K: Guess?, Inc. Announces Board Changes: Barrack Resigns, Lewis Appointed

Thomas J. Barrack, Jr. resigned from the Guess?, Inc. Board of Directors, and Christopher N. Lewis was appointed as his replacement, effective January 22, 2025.

Summary

• Thomas J. Barrack, Jr. resigned from the Board of Directors of Guess?, Inc. effective January 21, 2025.
• The resignation was not due to any disagreement with the company's operations, policies, or practices.
• Christopher N. Lewis was appointed to the Board, effective January 22, 2025, following Barrack's resignation.
• Lewis's appointment was recommended by the Nominating and Governance Committee.
• Lewis will serve until the 2025 annual meeting of shareholders or until his successor is elected.
• The Board has determined that Mr. Lewis is an independent director under the listing standards of the New York Stock Exchange.
• Lewis was also named to serve on the Nominating and Governance Committee of the Board.
• Lewis previously served as Chief Legal Officer and General Counsel of Edward Jones.
• As a non-employee director, Lewis will receive a retainer of $35,000 per year and meeting fees of $1,500 for each Board and standing Board committee meeting attended.
• Lewis received an award of 4,914 shares of restricted stock that will vest on the earlier of the first anniversary of the date of grant, the company's annual meeting of shareholders in 2025, or a change in control of the company.
• Lewis's appointment is pursuant to the ERSRI Settlement, where the Company agreed to appoint one new independent director to the Board to be selected by ERSRI and mutually agreed to by the Company by no later than the Company's 2025 Annual Meeting of Shareholders.

Sentiment

Score: 7

Explanation: The announcement is neutral to slightly positive. The board change appears orderly and fulfills a prior agreement. The new director has relevant experience.

Positives

• The appointment of Christopher N. Lewis adds an experienced executive with a strong legal background to the Board.
• Lewis's appointment fulfills the company's obligation under the ERSRI Settlement.
• The Board has determined that Mr. Lewis is an independent director under the listing standards of the New York Stock Exchange.

Future Outlook

The document does not contain specific forward-looking statements regarding the company's financial performance or strategic direction beyond the appointment of the new board member.

Industry Context

Board changes are a common occurrence in publicly traded companies. The appointment of an independent director is often viewed positively by investors as it can enhance corporate governance and oversight.

Comparison to Industry Standards

• Director compensation at Guess?, Inc., with a $35,000 annual retainer and $1,500 per meeting, is within the typical range for companies of similar size and industry.
• For example, comparable companies like Ralph Lauren or PVH Corp. also provide annual retainers and meeting fees to their non-employee directors.
• The vesting schedule for the restricted stock award is also standard practice, aligning the director's interests with those of the shareholders.

Management Changes

Stakeholder Impact

• Shareholders may view the appointment of an independent director positively, as it can enhance corporate governance.
• The appointment fulfills the company's obligation under the ERSRI Settlement, potentially resolving related legal matters.

Next Steps

• Christopher N. Lewis will serve on the Board until the 2025 annual meeting of shareholders.
• Lewis will also serve on the Nominating and Governance Committee of the Board.

Key Dates