0001562870-12-000005.txt : 20121217 0001562870-12-000005.hdr.sgml : 20121217 20121217175349 ACCESSION NUMBER: 0001562870-12-000005 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121207 FILED AS OF DATE: 20121217 DATE AS OF CHANGE: 20121217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kershaw Nigel CENTRAL INDEX KEY: 0001562870 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11893 FILM NUMBER: 121269520 MAIL ADDRESS: STREET 1: C/O GUESS?, INC. STREET 2: 1444 SOUTH ALAMEDA STREET CITY: LOS ANGELES STATE: CA ZIP: 90021 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GUESS INC CENTRAL INDEX KEY: 0000912463 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', CHILDREN'S & INFANTS' UNDERGARMENTS [2340] IRS NUMBER: 953679695 STATE OF INCORPORATION: DE FISCAL YEAR END: 0203 BUSINESS ADDRESS: STREET 1: ATTN: JASON MILLER STREET 2: 1444 SOUTH ALAMEDA STREET CITY: LOS ANGELES STATE: CA ZIP: 90021 BUSINESS PHONE: (213) 765-3100 MAIL ADDRESS: STREET 1: ATTN: JASON MILLER STREET 2: 1444 SOUTH ALAMEDA STREET CITY: LOS ANGELES STATE: CA ZIP: 90021 FORMER COMPANY: FORMER CONFORMED NAME: GUESS INC ET AL/CA/ DATE OF NAME CHANGE: 19940902 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2012-12-07 0 0000912463 GUESS INC GES 0001562870 Kershaw Nigel C/O GUESS?, INC. 1444 SOUTH ALAMEDA STREET LOS ANGELES CA 90021 0 1 0 0 Interim CFO Common Stock 19911 D Employee Stock Option (right to buy) 41.12 2011-01-31 2017-03-19 Common Stock 425 D Employee Stock Option (right to buy) 41.71 2011-12-31 2018-04-03 Common Stock 1200 D Employee Stock Option (right to buy) 22.03 2019-04-14 Common Stock 7500 D Employee Stock Option (right to buy) 47.94 2020-04-29 Common Stock 2500 D Employee Stock Option (right to buy) 32.78 2020-06-24 Common Stock 8000 D Employee Stock Option (right to buy) 38.90 2021-04-15 Common Stock 4000 D Employee Stock Option (right to buy) 29.90 2022-01-06 Common Stock 15000 D Employee Stock Option (right to buy) 31.36 2022-03-28 Common Stock 6000 D Options to purchase 5,000 of such shares are fully vested. Option to purchase the remaining 2,500 shares vest on 12/31/2012. The option vests in four equal installments on each December 31 of 2010, 2011, 2012 and 2013. The option vests in four equal installments on each June 24 of 2011, 2012, 2013 and 2014. The option vests in four equal installments on each December 31 of 2011, 2012, 2013 and 2014. The option vests in four equal installments on each January 6 of 2013, 2014, 2015 and 2016. The option vests in four equal installments on each January 5 of 2013, 2014, 2015 and 2016. Power of Attorney Nigel Kershaw 2012-12-17 EX-24 2 attach_3.htm POWER OF ATTORNEY

POWER OF ATTORNEY



  The undersigned hereby constitutes and appoints each of Deborah S. Siegel and Jason T. Miller, or either of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:



(1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities and Exchange Act of 1934 or any rule or regulation of the SEC;



(2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Guess?, Inc., Forms 3, 4, 5 and 144 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;



(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4, 5 or 144, complete and execute any amendment or amendments thereto, timely file such form with the SEC and any stock exchange or similar authority; and



(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney in fact's discretion.



   The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or their substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.   The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.



             This Power of Attorney is governed by and shall be construed in accordance with the laws of the State of California.  This Power of Attorney revokes any and all previous powers of attorney appointing any officer of Guess?, Inc. as the undersigned's true and lawful attorney-in-fact.  The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5, and 144 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.



         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of November 2012.



___________________

/s/  Nigel Kershaw