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

On June 12, 2020, Guess?, Inc. (the "Company") held its annual meeting of shareholders (the "Annual Meeting"). As of April 28, 2020, the record date for the Annual Meeting (the "Record Date"), there was a total of 67,644,248 shares of common stock of the Company outstanding and eligible to vote. At the Annual Meeting, 62,069,669 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 three directors to serve on the Company's Board of
       Directors. Carlos Alberini, Deborah Weinswig and Alex Yemenidjian were
       nominated to serve for three-year terms and until their successors are
       duly elected and qualified.


•      An advisory vote to approve 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 January 30, 2021.



The results of the voting were as follows:
1.  With respect to the election of three directors to serve on the Company's

Board of Directors as described above:

Nominee Votes For Votes Withheld Broker Non-Votes Carlos Alberini 58,053,539 324,600 3,691,530 Deborah Weinswig 57,518,536 859,603 3,691,530 Alex Yemenidjian 57,468,093 910,046 3,691,530

Based on the votes set forth above, each of the director nominees was duly elected.




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 52,942,053 5,391,047 45,039 3,691,530

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

3. With respect to the ratification of the appointment of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending January 30, 2021:

Votes For Votes Against Votes Abstaining Broker Non-Votes 61,678,039 342,415 49,215

             -

Based on the votes set forth above, the appointment of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending January 30, 2021 was duly ratified.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.
  Exhibit No.    Description
  104            Cover Page Interactive Data File - the cover page XBRL tags are
                 embedded within the Inline XBRL document





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