8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 20, 2018 

GUESS?, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-11893	95-3679695
(Commission File Number)	(IRS Employer Identification No.)

1444 S. Alameda Street, Los Angeles, California 90021

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (213) 765-3100

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 20, 2018, the Board of Directors (the “Board”) of Guess?, Inc. (the “Company”), agreed with Paul Marciano, Executive Chairman and Chief Creative Officer of the Company, that Mr. Marciano will relinquish his day-to-day responsibilities pending the completion of an investigation of improper conduct by Mr. Marciano being overseen by a Special Committee of the Board comprised of two independent directors. During this period, Mr. Marciano will not receive salary. 

Item 7.01. Regulation FD Disclosure.

The Company issued a press release on February 20, 2018. A copy of the press release is being furnished as Exhibit 99.1 attached hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Guess?, Inc. dated February 20, 2018

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Guess?, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 20, 2018	GUESS?, INC.
	By:	/s/Sandeep Reddy
		Sandeep Reddy Chief Financial Officer

S-1

EX-99.1

Exhibit 99.1

GUESS Co-Founder Relinquishes Duties During Investigation

Los Angeles, CA - February 20, 2018 - On February 7, the Board of Directors of Guess?, Inc. (NYSE:GES) formed a Special Committee comprised of two independent directors to oversee an ongoing investigation into recent allegations of improper conduct by the Company's co-founder, Paul Marciano.  Mr. Marciano has denied the allegations. The investigation is being conducted by the law firm of O'Melveny & Myers LLP, and the Special Committee has retained the law firm of Glaser Weil, LLP.

The Board of Directors and Mr. Marciano have agreed that Mr. Marciano will relinquish his day to day responsibilities at the Company, on an unpaid basis, pending the completion of the investigation.

“I have pledged my full cooperation to the Company, and I have the utmost confidence in our CEO, Victor Herrero, to continue leading the Company during this time,” Mr. Marciano said.

The Company takes very seriously any allegations of sexual misconduct, is committed to maintaining a safe work environment, and looks forward to the completion of a thorough investigation of all the facts.

About GUESS?, Inc.

Established in 1981, GUESS began as a jeans company and has since successfully grown into a global lifestyle brand. Guess?, Inc. designs, markets, distributes and licenses a lifestyle collection of contemporary apparel, denim, handbags, watches, footwear and other related consumer products. Guess? products are distributed through branded Guess? stores as well as better department and specialty stores around the world. As of October 28, 2017, the Company directly operated 982 retail stores in the Americas, Europe and Asia. The Company’s licensees and distributors operated 671 additional retail stores worldwide. As of October 28, 2017, the Company and its licensees and distributors operated in roughly 100 countries worldwide. For more information about the Company, please visit www.guess.com.