UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the

Securities Exchange Act of 1934

GUESS?, INC.

(Name of Registrant as Specified In Its Charter)

May 19, 201517, 2018

Dear Shareholder:

We are pleased to invite you to the annual meeting of shareholders of Guess?, Inc. to be held on Monday,Tuesday, June 22, 2015,19, 2018, at 9:00 a.m., local time, at the Beverly Hills Hotel, 9641 Sunset Boulevard, Beverly Hills, California 90210.

At the annual meeting, you will be asked to: (i) elect two directors, (ii) approvecast an advisory vote on the Guess?, Inc. 2015 Annual Incentive Bonus Plan,compensation of our named executive officers, (iii) ratify the appointment of the independent auditor for the fiscal year ending January 30, 2016,February 2, 2019, (iv) if properly presented at the annual meeting, vote on a shareholder proposal regarding shareholder approval of future severance arrangements with senior executives, and (v) consider such other business as may properly come before the annual meeting. The enclosed proxy statement more fully describes the details of the business to be conducted at the annual meeting.

Whether or not you plan to attend the annual meeting in person, your vote is very important. Accordingly, we hope that you will vote as soon as possible by using the Internet or telephone voting systems, or by completing and mailing the enclosed proxy card.

Thank you for your ongoing support of and continued interest in Guess?, Inc.

GUESS?, INC.

GUESS?, INC.

1444 South Alameda Street

Los Angeles, California 90021

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS

To be held on June 22, 2015

This proxy statement (the "Proxy Statement"“Proxy Statement”) and the enclosed form of proxy are being furnished commencing on or about May 22, 2015,2018, in connection with the solicitation by the Board of Directors (the "Board“Board of Directors"Directors” or the "Board"“Board”) of Guess?, Inc. (the "Company"“Company”) of proxies in the enclosed form for use at the 20152018 annual meeting of shareholders (the "Annual Meeting"“Annual Meeting”) to be held at the Beverly Hills Hotel, 9641 Sunset Boulevard, Beverly Hills, California 90210, on Monday,Tuesday, June 22, 2015,19, 2018, at 9:00 a.m., local time, and any adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL MEETING

Q:    Why am I receiving these materials?

A:

The Board of Directors is providing these proxy materials for you in connection with the Annual Meeting, which will take place on June 22, 2015. As a shareholder as of May 5, 2015, you are invited to attend the Annual Meeting and are entitled to and requested to vote on the items of business described in this Proxy Statement.

Q:    What information is contained in this Proxy Statement?

A:

The information included in this Proxy Statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of directors and most highly paid executive officers, and certain other required information.

Q:    How do I obtain the Company's Annual Report on Form 10-K?

A:

A copy of the Company's fiscal 2015 Annual Report on Form 10-K is enclosed.

Q:	What information is contained in this Proxy Statement?

A:	The information included in this Proxy Statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of directors and most highly paid executive officers, and certain other required information.

Q:	How do I obtain the Company’s Annual Report on Form 10-K?

A:	A copy of the Company’s fiscal 2018 Annual Report on Form 10-K is enclosed.

Shareholders may request another free copy of the fiscal 20152018 Annual Report on Form 10-K from:

Guess?, Inc.


Attn: Investor Relations


1444 South Alameda Street


Los Angeles, California 90021


(213) 765-5578


http://investors.guess.com

The Company will also furnish any exhibit to the fiscal 20152018 Annual Report on Form 10-K if specifically requested.

Q:    What may I vote on by proxy?

A:

(1)   The election of two nominees to serve on the Board;

(2)

The approval of the Guess?, Inc. 2015 Annual Incentive Bonus Plan;

(3)

The ratification of the appointment of Ernst & Young LLP as the independent auditor of the Company for the fiscal year ending January 30, 2016 ("fiscal 2016"); and

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IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS

Throughout this Proxy Statement, we make “forward-looking” statements, which are not historical facts, but are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to expectations, analyses and other information based on current plans, forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our current business strategies and strategic initiatives, goals, future prospects, capital allocation plans and cash needs. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “outlook,” “pending,” “plan,” “predict,” “project,” “should,” “strategy,” “will,” “would,” and other similar terms and phrases, including references to assumptions.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. These forward-looking statements may include, among other things, statements or assumptions relating to: our expected results of operations; the accuracy of data relating to, and anticipated levels of, future inventory and gross margins; anticipated cash requirements and sources; cost containment efforts; estimated charges; plans regarding store openings, closings, remodels and lease negotiations; plans regarding the relocation of the Company’s European distribution center to a new facility in the Netherlands; plans regarding business growth, international expansion and capital allocation; plans regarding supply chain efficiencies and global planning and allocation; e-commerce, digital and omni-channel initiatives; business seasonality; results and risks of current and future legal proceedings, including the investigation by the European Commission regarding the potential breach of certain European Union competition rules by the Company; industry trends; consumer demands and preferences; competition; currency fluctuations and related impacts; estimated tax rates, including the impact of the Tax Cuts and Jobs Act of 2017 and changes to provisional estimates; results of tax audits and other regulatory proceedings; the impact of recent accounting pronouncements; raw material and other inflationary cost pressures; consumer confidence; and general economic conditions. We do not intend, and undertake no obligation, to update our forward-looking statements to reflect future events or circumstances. Such statements involve risks and uncertainties, which may cause actual results to differ materially from those set forth in these statements. Important factors that could cause or contribute to such differences include those discussed under “Part I, Item 1A. Risk Factors” contained in the Company’s Annual Report on Form 8-K within four business days following10-K for the Annual Meeting.Fiscal Year Ended February 3, 2018.

Q:    How may I communicate with the Company's Board or the non-management directors on the Company's Board?

A:

You may communicate with the Board by submitting an e-mail to the Company's Board atbod@guess.com. All directors have access to this e-mail address. Communications from shareholders or any other interested parties that are intended specifically for non-management directors should be sent to the e-mail address above to the attention of the Lead Independent Director.

Q:    What is the Company's fiscal year?

A:

The Company's fiscal year is the 52- or 53-week period that ends on the Saturday nearest to January 31 of each year. Unless otherwise stated, all information presented in this Proxy Statement is based on the Company's fiscal calendar.

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING TO BE HELD ON JUNE 22, 201519, 2018

This Proxy Statement and our Annual Report on Form 10-K for the Fiscal Year Ended January 31, 2015February 3, 2018 are available atwww.edocumentview.com/ges.

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PROPOSAL NO. 1: ELECTION OF TWO DIRECTORS

(Item 1 on Proxy Card)

Pursuant to the Company'sCompany’s Restated Certificate of Incorporation, the Board of Directors is divided into three classes of directors serving staggered three-year terms (Classes I, II and III), with each class to be as nearly equal in number as possible. The Bylaws authorize a Board of Directors consisting of not less than three or more than fifteen directors. The Board of Directors currently consists of seveneight members, of whom Maurice Marciano and Gianluca Bolla are Class I directors; Anthony Chidoni, Joseph Gromek and Paul Marciano are Class II directors; and Victor Herrero, Kay Isaacson-Leibowitz and Alex Yemenidjian are Class III directors. The terms for the Class I directors are scheduled to expire at the Annual Meeting.

The Board has nominated each of the current Class I directors, Maurice Marciano and Gianluca Bolla, for re-election at the Annual Meeting, to serve for three-year terms to expire at the 20182021 annual meeting and until their respective successors shall have been elected and qualified.

Mr. Maurice Marciano retired as an employee and executive of the Company in 2012 and continued to provide consulting services to the Company thereafter until January 28, 2015. He currently serves as non-executivea director and Chairman Emeritus of the Board. Mr. Bolla is not employed by or otherwise affiliated with the Company, except in his capacity as a director. Each of the nominees has consented to being named in this Proxy Statement and has agreed to serve as a member of the Board of Directors if elected. Information regarding the nominees and the continuing directors whose terms expire in 20162019 and 20172020 is set forth under the heading "Directors“Directors and Executive Officers"Officers” herein.

The nominees will be elected by a plurality of the votes cast at the Annual Meeting. Shareholders may not cumulate their votes. If any of the Nomineesnominees are unable to serve, which is not anticipated, the persons named as proxies intend to vote for such other person or persons as the Board of Directors may designate. In no event will the shares represented by the proxies be voted for more than two directors at the Annual Meeting.

The Board of Directors unanimously recommends a voteFOR the election of each of the two nominees.

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We also believe shareholder approval,interests are further served by other executive compensation related practices that we follow, including our stock ownership guidelines which include holding requirements and our “clawback” policy.

Shareholders are encouraged to read the “Compensation Discussion and Analysis” section of this Proxy Statement, the accompanying compensation tables and the related narrative compensation disclosures, which discuss in more detail the compensation of our Named Executive Officers and the compensation philosophy and policies that are used to determine such compensation.

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board of Directors will request shareholders to vote on May 18, 2015. The New Bonus Plan generally providesthe following resolution at the Annual Meeting:

“RESOLVED, that the shareholders hereby approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related narrative compensation disclosures.”

This vote is an advisory vote only and will not be binding on the Company, with greater flexibility to grant performance-based cash incentive awards to certain key employeesthe Board of Directors or the Compensation Committee, and will not be construed as overruling a decision by, or creating or implying any additional fiduciary duty for, the Board of Directors or the Compensation Committee. However, the Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by shareholders in their vote on this proposal, and will consider the outcome of the Company that may be structuredvote when making future compensation decisions for our Named Executive Officers.

The Company’s current policy is to qualify as "performance-based compensation" under Section 162(m)provide our shareholders with an advisory vote to approve the compensation of our Named Executive Officers each year at the U.S. Internal Revenue Codeannual meeting of 1986, as amended ("Section 162(m)").

        Section 162(m) generally provides that publicly held companies may not take a federal income tax deduction for certain compensation in excess of $1 million paid to certain of its executive officers in any one year unless that compensationshareholders. It is "performance-based." One of the requirements of "performance-based" compensation for purposes of Section 162(m) isexpected that the next advisory vote to approve the compensation of our Named Executive Officers will be paid pursuant to a plan that has been approved by shareholders. The New Bonus Plan is intended to provide the Company with greater flexibility to grant awards that qualify as "performance-based compensation" for these purposes.

        The Company's current Annual Incentive Bonus Plan (the "Current Bonus Plan"), which was last approved by the Company's shareholdersheld at the Company's 2010 annual meeting, and the Company's 2004 Equity Incentive Plan (the "2004 Plan"), which was last approved by the Company's shareholders at the Company's 2014 annual meeting, also generally provide for performance-based cash incentive awards to certain key employees of the Company that may also qualify as "performance-based compensation" for purposes of Section 162(m). However, the Current Bonus Plan is set to expire by its terms on June 22, 2015, the date of the Annual Meeting. Awards outstanding under the Current Bonus Plan at that time will continue in accordance with their terms, but no new award may be granted under the Current Bonus Plan after June 22, 2015. The Company's flexibility to grant cash incentive awards under the 2004 Plan that are intended to qualify as "performance-based compensation" for purposes of Section 162(m) continues until the Company's 2019 annual meeting of shareholders.

        If shareholders approve this proposal, the New Bonus Plan will have a term of approximately five years, ending with the date of the Company's annual meeting of shareholders in 2020.

        The New Bonus Plan, like the Current Bonus Plan, provides for only cash-based incentives. No shares of Company Common Stock will be authorized for issuance under the New Bonus Plan.

Summary Description of the New Bonus Plan

        The following is a brief summary of the material features of the New Bonus Plan. The following summary is qualified by the full text of the New Bonus Plan, which is attached asAppendix A to this Proxy Statement.

        Purpose.    The purposes of the New Bonus Plan are (1) to attract, retain and motivate selected officers and other key employees of the Company and its subsidiaries, and (2) to provide the Company with the opportunity to award incentives, which may be structured to qualify as "performance-based compensation" for purposes of Section 162(m), to achieve specific goals.

        Administration.    The New Bonus Plan will be administered by the Compensation Committee of the Board of Directors (the "Committee"). The Committee has authority and discretion to administer, construe and interpret the provisions of the New Bonus Plan and to adopt such rules and regulations for the administration of the New Bonus Plan as the Committee deems necessary or advisable. Any action taken by, or inaction of, the Committee relating or pursuant to the New Bonus Plan and within its authority thereunder or under applicable law will be within its absolute discretion and will be conclusive and binding upon all persons, including, without limitation, the Company and plan

participants. The Committee may designate all or any portion of its power and authority under the New Bonus Plan to any sub-committee of the Committee or to any executive officer or executive officers of the Company; provided that no such designation will be permitted or effective with respect to any award to, or any other matter concerning, any New Bonus Plan participant who is, or the Committee determines could be, a "covered employee" within the meaning of Section 162(m) for the applicable year (a "Covered Employee"). (Generally, Covered Employees include the Company's Named Executive Officers for the applicable year.)

        Eligibility and Participation.    Participation in the New Bonus Plan is limited to (1) Covered Employees and (2) those key employees of the Company and its subsidiaries, other than the Covered Employees, who, in the sole opinion of the Committee, are in a position to have a significant impact on the performance of the Company and who are selected by the Committee. Approximately 225 individuals participated in the Current Bonus Plan during fiscal year 2015, with approximately the same number participating for fiscal year 2016, in each case including all of the Named Executive Officers. We consider approximately 225 individuals as being eligible to participate in the New Bonus Plan (assuming it is approved by shareholders), including all of the Named Executive Officers. Prior to or at the time performance objectives are established for a plan year, the Committee will identify those employees who will in fact be participants for that plan year.

        Individual Award Limit.    The New Bonus Plan provides that the maximum bonus that may be paid under the New Bonus Plan to any one plan participant for any one fiscal year is $7.5 million. The maximum bonus that may be paid under the Current Bonus Plan to any one plan participant for any one fiscal year is $5 million. Under the 2004 Plan, the limit on cash incentive awards intended to qualify as "performance-based compensation" for purposes of Section 162(m) granted under that plan to any one individual in any one fiscal year is $5 million. Thus, combining the current annual limits of the Current Bonus Plan and the 2004 Plan, we have the authority to grant cash incentive awards intended to qualify as "performance-based compensation" for purposes of Section 162(m) to any one eligible employee in any fiscal year of up to $10 million. While all of the Company's bonuses have been less (and most have been substantially less) than this limit in the past, and the Company is not currently considering any greater target or maximum bonus amounts for New Bonus Plan participants, the higher limit in the New Bonus Plan will provide the Company with greater flexibility in the future should it become appropriate for the Company to increase compensation opportunities or increase the portion of a particular individual's compensation package that is based on annual performance and intended as "performance-based compensation" under Section 162(m). Mr. Paul Marciano's fiscal 2015 and fiscal 2016 maximum bonus opportunities were $7.5 million (with each maximum opportunity split between the Current Bonus Plan and the 2004 Plan to fall within the applicable plan limits). While we are not currently considering any greater target or maximum bonus amount for Mr. Paul Marciano, a $7.5 million annual individual limit under the New Bonus Plan will also provide us with flexibility to structure Mr. Paul Marciano's annual bonus opportunity (at its current maximum level) entirely under one plan.

        Determination of Awards.    For each fiscal year, the Committee will: (1) determine the participants who are to be eligible to receive performance-based awards under the New Bonus Plan for that year, (2) notify each participant in writing concerning his or her selection, (3) select the performance criteria or criterion to be used for each participant for that year and (4) establish, in terms of an objective formula or standard for each participant, the performance goal or goals and the amount of each award which may be earned for that year if the applicable performance goal or goals are achieved. Such determinations and actions will, with respect to any award intended to qualify as "performance-based compensation" under Section 162(m), be taken within the time period prescribed by Section 162(m) for the applicable fiscal year.

        The performance criteria or criterion that may be used under the New Bonus Plan to establish bonus opportunities are limited to the following: earnings or losses or net earnings or losses (in each case including earnings or losses before or after taxes, before or after interest and taxes, before or after interest, taxes, depreciation and/or amortization, or before or after interest, taxes, depreciation, amortization and/or rent), economic value-added models (defined as net operating profit after taxes minus weighted average cost of capital times invested capital), operating earnings or income (before or after taxes), earnings per share, cash flow (which means cash and cash equivalents derived from either net cash flow from operations or net cash flow from operations, financing and investing activities), free cash flow or cash flow per share (before or after dividends), return on capital (including return on total capital or return on invested capital), absolute and/or relative return on equity or assets or on net investment income or on invested capital, return on investment, cash flow return on investment, cash flow return on capital, improvement in or attainment of expense levels or working capital levels (including cash, inventory and accounts receivable), cost containment or reduction, pre-tax profits, earnings growth, gross revenue or revenue growth, sales (including same store or comparable sales) or sales growth, share price, share price growth, total shareholder returns, gross or net profit margin, operating margin, financial ratios (including those measuring liquidity, activity, profitability or leverage), cost of capital or assets under management, or any combination of the foregoing, any of which may be measured on an absolute or relative (including, without limitation, relative to the performance of other companies or upon comparisons of any of the indicators of performance relative to other companies) basis. Each performance goal may be expressed in terms of consolidated Company performance or the performance of a subsidiary, segment, division or business unit of the Company (or any combination of the foregoing).

        Actual financial performance will be measured by reference to the Company's financial records and the consolidated financial statements of the Company, to the extent applicable. To the extent provided by the Committee at the time it establishes the applicable performance goal(s) with respect to an award that is intended as "performance-based compensation" within the meaning of Section 162(m), the performance goal(s) and/or performance measurements will be adjusted to mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses, accounting changes, or other items specified by the Committee at the time of establishing the performance goal(s). As to any other award, the Committee may (whether specified at the time it set the applicable performance goal(s) or otherwise) adjust the performance goal(s) and/or performance measurements to mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses, accounting changes, or other items determined appropriate by the Committee. The Committee is also authorized at any time during or after the fiscal year to increase (except with respect to awards payable to Covered Employees that are intended as "performance-based compensation" within the meaning of Section 162(m)), reduce or eliminate the amount of an award payable to any participant for any reason. The Committee may also provide that the Chief Executive Officer or Chairman of the Board will have the discretion to increase or decrease the award otherwise payable to any participant other than a Covered Employee based upon their individual performance during the fiscal year.

        No later than 90 days after the last day of each fiscal year, the Committee will determine awards to participants for such fiscal year by comparing actual financial performance to the performance goals, performance criteria and amounts of awards adopted by the Committee for such year and the Committee will, with respect to Covered Employees, certify whether the final amount of the award for each Covered Employee that the Committee has determined is accurately calculated in accordance with the terms, conditions and limits of the New Bonus Plan, and whether the performance goals and any other material terms established by the Committee or set forth in the New Bonus Plan were in fact satisfied.

        Payment of Awards.    An approved bonus award will be paid in cash to the participant promptly after the amount of the award has been determined and, with respect to awards to Covered Employees,

the Committee has certified that the relevant performance goals have been achieved; provided that in all events, each award will be paid no later than the 15th day of the third month following the Company's first taxable year in which such award is no longer subject to a substantial risk of forfeiture unless a participant elects to defer payment if permitted by the Committee and on such terms as may be contained in the applicable deferred compensation plan or arrangement.

        Duration and Amendment.    If the New Bonus Plan is approved by the Company's shareholders, it will continue in effect until, and no new awards may be granted under the New Bonus Plan on or after, the first meeting of the Company's shareholders that occurs in 2020. Any awards outstanding under the New Bonus Plan upon expiration of the plan will continue in effect in accordance with their terms. The Committee may at any time terminate, modify or suspend the New Bonus Plan, in whole or in part, and if suspended, may reinstate any or all provisions, provided that no such termination or modification will impair any rights that may have accrued under the New Bonus Plan; and provided further, that the Committee may not without shareholder approval adopt any amendment that would require the vote of shareholders pursuant to Section 162(m) as to any awards intended to constitute "performance-based compensation" under Section 162(m).

        Payment of Taxes.    The Company may deduct from any payments under the New Bonus Plan any applicable withholding taxes required to be withheld with respect to such payments.

        Other Compensation; Deductibility.    The New Bonus Plan is not exclusive. The New Bonus Plan does not affect in any way the right or power of the Company to award other compensation (whether or not intended to constitute "performance-based compensation" under Section 162(m)) under any other plan (such as, without limitation, the 2004 Plan) or authority (including, without limitation, the general authority of the Board of Directors and the Committee to award compensation in such circumstances as it may determine to be appropriate). The Company is not required to qualify any compensation, awarded under the New Bonus Plan or otherwise, as "performance-based compensation" under Section 162(m), and the Company specifically reserves the right to award non-deductible compensation in such circumstances as it may determine to be appropriate.

Specific Benefits under the New Bonus Plan

        Bonus amounts paid under the Current Bonus Plan with respect to fiscal 2015 to the Named Executive Officers are reported under Column (g) and Footnote 3 of the "Summary Compensation Table" under "Executive and Director Compensation" below. For a discussion of the material terms of the annual bonus opportunities that have been granted to our Named Executive Officers in prior years, see the "Compensation Discussion and Analysis" section of this Proxy Statement and similar discussions in our prior proxy statements. Target and maximum annual cash incentive amounts for fiscal year 2016 for our Named Executive Officers are also discussed in the "Compensation Discussion and Analysis" section below. Bonus amounts, if any, that will be paid for fiscal year 2016 are not, however, determinable at this time.

        The Company has not approved any awards that are conditioned upon shareholder approval of this New Bonus Plan proposal. The Company is not currently considering any award grants under the New Bonus Plan and the number, size and other terms of any awards the Company may grant under the New Bonus Plan in the future if shareholders approve this proposal is not determinable. If the New Bonus Plan had been in effect in fiscal year 2015, the Company expects that its cash incentive awards for fiscal year 2015 would not have been different from those actually made in that year under the Current Bonus Plan and the 2014 Plan (except that, as noted above, Mr. Paul Marciano's fiscal year 2015 annual cash incentive opportunity would have been structured entirely within the maximum limit of the New Bonus Plan, had it been in effect, instead of being split between the Current Bonus Plan and the 2004 Plan).

Vote Required for Approval of the Guess?, Inc. 2015 Annual Incentive Bonus Plan

        The Board of Directors believes that it is in the best interests of the Company and its shareholders to approve the New Bonus Plan to provide the Company with additional flexibility to structure performance-based cash incentive awards that may be designed to qualify as "performance-based compensation" under Section 162(m). The Board is therefore asking the shareholders to approve the New Bonus Plan.

        One of the members of our Board of Directors and each of our executive officers is eligible for awards under the New Bonus Plan and thus may have a personal interest in the approval of this proposal.

        The affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on the proposal is required to approve the New Bonus Plan.

The Board of Directors unanimously recommends a voteFOR the approvaladvisory resolution approving the compensation of the New Bonus Plan as described above.Named Executive Officers.

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RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTANT

Independent Registered Public Accountant Fee Summary

Aggregate fees billed to us for the fiscal years ended February 3, 2018 and January 31, 2015 and February 1, 201428, 2017 by Ernst & Young LLP, our independent auditor, are as follows (dollars in thousands):

All non-audit services were pre-approved by our Audit Committee pursuant to the pre-approval policies and procedures described below.

The Audit Committee considered whether the provision of non-audit services provided by Ernst & Young during fiscal 20152018 was compatible with maintaining auditor independence. In addition to retaining Ernst & Young to audit and review our consolidated financial statements for fiscal 2015,2018, the Company retained Ernst & Young, as well as other accounting firms, to provide other advisory services in fiscal 2015.2018. The Company understands the need for its independent auditor to maintain objectivity and independence in its audit of the Company'sCompany’s financial statements.

The Audit Committee utilizes a policy pursuant to which the audit, audit-related, and permissible non-audit services to be performed by the independent auditor are pre-approved prior to the engagement to perform such services. Pre-approvals are detailed as to the particular service or category of service and the independent auditor and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditor in accordance with the pre-approvals, including the related fees. In addition to regular pre-approvals by the Audit Committee, the Audit Committee Chairperson may also pre-approve services to be performed by the independent auditor on a case-by-case basis, in accordance with authority delegated by the Audit Committee. Approvals made pursuant to this delegated authority are normally reported to the Audit Committee at its next meeting.

The Audit Committee Charter requires that the lead partner assigned to our audit be rotated at least every five years and that other audit partners be rotated at least every seven years.

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The Board of Directors believes that shareholder interests are best protected by providing flexibility to the Compensation Committee, which consists solely of independent directors, obtains advice from an independent compensation consultant, and oversees all matters regarding executive compensation, to assess the needs of the Company, the competition for talent and other relevant factors in making decisions regarding whether, and how, to offer severance benefits to executives. In orderaddition, we believe the Company’s employment agreements with each of Mr. Herrero and Mr. Marciano demonstrate that the proposal is unnecessary because the cash severance multiplier of 2x in Mr. Herrero’s employment agreement is well below the 2.99x cap that the proposal seeks, and the cash severance multiplier of 3x in Mr. Marciano’s employment agreement is nearly identical to support our compensation objective of attracting, retaining and motivating qualified executives, wethe cap that the proposal seeks.

We believe that, in certain cases, it is appropriate to provide our key executive officers with severance protections upon certain types of termination of their employment, such as by the Company without cause, by the executive for good reason or in connection with a change in control.control in order to support our compensation objective of attracting, retaining and motivating qualified executives. These severance protections are negotiated on an individual by individualindividual-by-individual basis in connection with the negotiation of other employment terms. By restricting the use of this important compensation tool, implementation of the proposal could materially hamper the Company'sCompany’s ability to attract, retain and motivate the highest quality and most talented senior executive team. The Board believes that shareholder interests are best protected by providing flexibility to the Compensation Committee, which consists solely of independent directors and oversees all matters regarding executive compensation, to

assess the needs of the Company, the competition for talent and other relevant factors in making decisions regarding whether, and how, to offer severance benefits to executives.

Calling a special meeting of shareholders to obtain prior approval of a severance arrangement that would provide benefits in excess of the specified cap would be expensive and impractical and could severely disadvantage the Company'sCompany’s ability to recruit qualified executives. Top candidates, when informed that the terms of their compensation arrangements first require shareholder approval, would likely be unwilling to sit on the sidelines pending such approval and may instead seek employment elsewhere, including at one of the Company'sCompany’s competitors who do not face similar restrictions on their ability to offer severance protection. Even if the severance arrangement could instead be ratified by shareholders after the fact, as the proposal suggests, the potential for shareholders to reject the severance arrangement—potentially many months after entering an agreement—would likely result in the promised severance benefits being viewed by a potential candidate as too uncertain to merit serious consideration. Delay and uncertainty would be injected into the hiring process, disadvantaging the Company in its efforts to recruit and retain the best available executive talent.

It would not be practical simply to avoid shareholder approval by entering into severance arrangements for amounts less than thea 2.99x cap. The benefits covered by the proposal include not only cash severance but also the value of prior equity awards that are accelerated upon a severance event. It is invariably the case, particularly with regard to highly sought-after executives, that employment agreements or other severance arrangements require at least partial vesting of equity awards upon certain types of severance events. GivenWe consider this appropriate and consistent with market practices given the nature of equity awards, which are generally granted on an annual basis and haveas part of an executive’s total annual compensation opportunity, but structured with multi-year vesting terms anto encourage retention. An arrangement that provided for accelerated vesting of stock awards upon severance, even if permitted only on a partial, pro rata basis, would have a higher probability of exceeding the 2.99x cap. ImplementingIn order to implement the proposal and remain competitive in attracting and retaining highly qualified executives, we believe that we would either require designingneed to design executive compensation that significantly reducesreduced the role of equity-based pay or providingreduce or eliminate multi-year vesting requirements for termsequity-based pay. We believe that could placeshareholder interests are best served by voting AGAINST the Company at aproposal so that we can continue to grant equity-based pay with multi-year vesting requirements and remain competitive disadvantage in attracting and retaining highly qualified executives.

        DuringWhile the proposal addresses future severance agreements, we believe the Company’s employment agreements with Mr. Herrero, our Chief Executive Officer, and Mr. Marciano, our Executive Chairman and Chief Creative Officer (not our Chief Executive Officer, as stated in the shareholder proposal’s supporting statement), demonstrate that the proposal is unnecessary. As a preliminary matter, the shareholder proposal’s supporting statement substantially overstates the amount of cash severance either Mr. Herrero or Mr. Marciano would be entitled to receive under their employment agreements by more than a factor of two. As disclosed in the

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Company’s proxy statement for its 2017 annual meeting, if there had been a change in control and termination of the executive’s employment on the last business day of fiscal 2017, Mr. Herrero would have received cash severance of $7.2 million and Mr. Marciano would have received cash severance of $8.55 million, not cash severance of $22.5 million as claimed in the supporting statement. Even after taking into account the changes to Mr. Marciano’s compensation in fiscal 2018, the cash severance that would have been payable to Mr. Marciano had his employment terminated at the end of fiscal 2018 in connection with a change in control would have been $10.35 million, which is less than half the amount disclosed by the proponent in its supporting statement.

Under Mr. Herrero’s employment agreement, upon a qualified termination (which generally includes a termination by the Company without cause or by the executive for good reason) of his employment with the Company, he is entitled to a cash severance benefit of two times his annual base salary (two times the sum of his annual base salary plus his annual target bonus amount if the termination of employment occurs within a year before or two years after a change in control of the Company). Under Mr. Marciano’s employment agreement, upon a qualified termination of his employment with the Company, he is entitled to a cash severance benefit of three times the sum of his annual base salary plus his annual target bonus amount. The cash severance multiplier of 2x in Mr. Herrero’s employment agreement is well below the 2.99x cap the proposal seeks, and the cash severance multiplier of 3x in Mr. Marciano’s employment agreement is nearly identical to the cap the proposal seeks. In such circumstances, Mr. Herrero would also be entitled to certain continued life and medical insurance benefits, but we expect the cost of these benefits when added to the cash severance amount described above would still be well less than the 2.99x cap the proposal seeks. In the event of a qualified termination of either executive’s employment, the executive’s employment agreement also provides for payment of a pro-rated bonus for the year in which the termination of employment occurs and accelerated vesting of certain equity awards granted by the Company to the executive. We do not believe it is appropriate to apply the limitation called for by the proposal to the pro-rated bonus because the pro-ration reflects payment for the portion of the year actually worked by the executive and, for the reasons discussed above, we do not believe it is appropriate to apply the limitation called for by the proposal to the acceleration of equity awards.

In addition, during merger, reorganizations and other change in control transactions, in particular, it is important for management to remain focused on protecting shareholders'shareholders’ interests and not be distracted by concerns about the security of their employment. The rigid and arbitrary limitation called for by the proposal could, by jeopardizing management’s ability to realize a benefit from the equity awards granted as part of their regular compensation opportunities, curtail the Company'sCompany’s ability to ensure the stability of the key executive management team during any change in control situations.

Finally, the proposal is extraordinarily broad and unclear, purporting to address "severance"“severance” payments. A careful reading of the proposal, however, shows that the proposal as written actually impacts much more. Because theThe payments covered by the proposal do not exclude retirement plan payments, deferred compensation plans, disability benefits, death benefits and other benefits payable at retirement or termination for any other reason, whether or not they were earned and vested prior to the executive'sexecutive’s termination of employment, all of these may be captured by the proposal.employment. Because these amounts could be aggregated in determining whether the payments exceeded the limits of the proposal, it could have the effect of prohibiting payments that are made in connection with a retirement or other termination, whether the amounts were previously earned and vested including, for example, the payment of a death benefit or vested retirement plan payments.

For all the above reasons, the Board of Directors unanimously recommends that the Company'sCompany’s shareholders voteAGAINST this shareholder proposal.

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to joining Inditex Group, Mr. Herrero served as a management consultant for Arthur Andersen in Asia from 1998 to 2002. Mr. Herrero holds an M.B.A. from the Kellogg School of Management at Northwestern University, a B.A. in Business Administration from the Ecole Superieure de Commerce de Paris in Paris, France, and a Bachelor’s of Law Degree from the Universidad de Zaragoza in Spain. Mr. Herrero has also served as a director of the Company since August 2015. His present term as a Class III director will expire at the 2020 annual meeting of shareholders. Mr. Herrero’s extensive global retail experience in the apparel industry and his intimate knowledge of the Company’s operations as its Chief Executive Officer provide valuable strategic and operational insights to the Board.

Gianluca Bolla has been a shareholder and director of Accord Management, S.r.L., an Italian private equity firm that specializes in the Italian mid-market, since the end of 2008. In addition, since 1994, Mr. Bolla has been a shareholder and director of Valdo Spumanti S.r.l., a leading producer of Prosecco, an Italian dry sparkling wine. Mr. Bolla has also served as a member of the board of directors of Deoleo, S.A., a Spanish multinational olive oil processing company, since 2016. From 1988 until 2007, Mr. Bolla held a number of executive positions with various subsidiaries of Barilla Holding S.p.A. ("Barilla"(“Barilla”), a privately-held Italian food

company with global revenues at the time of over €4 billion. He ultimately served from 2001 until 2007 as Chief Executive Officer of Barilla G. e R. Fratelli S.p.A., a global business with revenues at the time of over €2.5 billion. Prior to joining Barilla, Mr. Bolla was a corporate finance associate for two years with Salomon Brothers Inc., where he started after receiving his M.B.A. from the UCLA Graduate School of Management. Mr. Bolla has served as a director of the Company since April 2010 and his present term as a Class I director will expire at the Annual Meeting. As the Company continues its global expansion throughout Europe and beyond, Mr. Bolla'sBolla’s experience as the Chief Executive Officer of a large global business based in Italy provides the Board with a valuable and unique perspective into international growth and management.

Anthony Chidoni has been the principal and owner of Lorelle Capital, a private hedge fund, since January 2004. From January 1990 to January 2004, he was the Managing Director of Private Client Business in the Los Angeles office of investment bank Credit Suisse First Boston, and its predecessor Donaldson Lufkin & Jenrette, where he had served in various positions for 21 years. Mr. Chidoni has served as a director of the Company since November 2002 and his present term as a Class II director will expire at the 20162019 annual meeting of shareholders. Mr. Chidoni'sChidoni’s extensive background in investment banking and more recently as the principal and owner of a private hedge fund provides the Board with a valuable Wall Street perspective, a broad and deep insight into the capital markets and direct experience performing detailed review and analysis of public company financial statements.

Joseph Gromek served as President, Chief Executive Officer and director of The Warnaco Group, Inc., a global apparel company, from 2003 until his retirement in 2012. From 1996 to 2002, Mr. Gromek served as President and Chief Executive Officer of Brooks Brothers, Inc., a private clothing manufacturer and retail company. Prior to that time, he held senior management positions with Saks Fifth Avenue, Limited Brands, Inc. and Ann Taylor Stores, Inc. Mr. Gromek is currently the non-executive Chairman of the Board of Tumi Holdings, Inc., a wholesaler and retailer of luxury travel, business and lifestyle accessories; a member of the board of directors of Wolverine World Wide, Inc., a global footwear company; and a member of the board of directors of The Children'sChildren’s Place Retail Stores, Inc., a children'schildren’s specialty apparel retailer. Among his many philanthropic and civic affiliations, Mr. Gromek is a member of the board of directors of Ronald McDonald House, the board of governors of the Parsons School of Design and the board of trustees of the Trevor Day School,St. Peter’s University, and he is the chairman of the board of trustees of The New School. Mr. Gromek has served as a director of the Company since April 2014 and his present term as a Class II director will expire at the 20162019 annual meeting of shareholders. As a leading professional in the apparel sector for more than a quarter century, including extensive executive and director service with several global, multi-channel companies, Mr. Gromek brings a wealth of valuable experience to the Board that is particularly well-suited for the Company'sCompany’s global, multi-channel business.

Kay Isaacson-Leibowitz served as Executive Vice President of Beauty Niches for Victoria'sVictoria’s Secret, a leading specialty retailer of women'swomen’s intimate and other apparel, from July 2003 to July 2005. From 1995 to 2003, Ms. Isaacson-Leibowitz served as Executive Vice President of Merchandising for Victoria'sVictoria’s Secret. From

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1994 to 1995, she served as acting President and Senior Vice President of Merchandising for Banana Republic, a division of The Gap, Inc. From 2004 until 2014, Ms. Isaacson-Leibowitz served as a director of Coldwater Creek, a multi-channel specialty retailer of women'swomen’s apparel and accessories in the United States, primarily targeting women 35 years of age and older. She is also a co-founder, co-chairperson and board member for World of Children, a non-profit organization devoted to children globally. Ms. Isaacson-Leibowitz has served as a director of the Company since July 2006 and her present term as a Class III director will expire at the 20172020 annual meeting.meeting of shareholders. Ms. Isaacson-Leibowitz'sIsaacson-Leibowitz’s extensive career in the retail industry, and in particular as an executive and senior merchant for brands such as Victoria'sVictoria’s Secret and Banana Republic, allows her to provide valuable insights to the Board in key areas such as merchandising strategy and brand management, as well as product design and production.

Alex Yemenidjian has served as Chairman of the Board and Chief Executive Officer of Tropicana Las Vegas Hotel & Casino, Inc. since July 2009 and as Chairman of the Board and Chief Executive Officer of Armenco Holdings, LLC, a private investment company, since January 2005. He served as Chairman of the Board and Chief Executive Officer of Tropicana Las Vegas Hotel & Casino, Inc. from July 2009 to August 2015. Mr. Yemenidjian served as Chairman of the Board and Chief Executive Officer of Metro-Goldwyn-Mayer Inc., a leading entertainment gaming and hospitality company, from April 1999 to April 2005 and was a director thereof from November 1997 to April 2005. Mr. Yemenidjian also served as a director of MGM Resorts International, Inc. ("MGM"(“MGM”) (formerly MGM Grand, Inc. and MGM Mirage Resorts, Inc.) from 1989 to 2005 and was its President from 1995 to 1999. He also served MGM in other capacities, including as Chief Operating Officer from 1995 until 1999 and as Chief Financial Officer from 1994 to 1998. In addition, Mr. Yemenidjian served as an executive of the Tracinda Corporation, the majority owner of both Metro-Goldwyn-Mayer Inc. and MGM, from 1990 to 1997 and again during 1999. Prior to 1990, Mr. Yemenidjian was the managing partner of Parks, Palmer, Turner & Yemenidjian, Certified Public Accountants. Mr. Yemenidjian is currently a director and chairman of the audit committee of Regal Entertainment Group, which operates the largest motion picture theatre circuit in the United States, and a trustee of Baron Investment Funds Trust and Baron Select Funds, both mutual funds. Mr. Yemenidjian has served as a director of the Company since May 2005 and his present term as a Class III director will expire at the 20172020 annual meeting.meeting of shareholders. Mr. Yemenidjian is able to provide the Board with the unique perspective of someone with significant experience as a Chief Executive Officer, including both currently with Tropicana Las Vegas and previously with publicly-traded Metro-Goldwyn-Mayer and MGM.Officer. In addition, his strong accounting and finance background, including experience as a Chief Financial Officer, provides the Board with valuable insight and a depth of knowledge and experience with respect to accounting and finance related matters.

Sandeep Reddy was appointed to the position of Chief Financial Officer in July 2013. He previously served as the Company'sCompany’s Vice President and European Chief Financial Officer, since 2010, where he was responsible for all aspects of the Company'sCompany’s European finance functions, including financial planning, treasury, accounting and tax. From 1997 to 2010, Mr. Reddy served in a number of positions of increasing responsibility for Mattel Inc., a leading global toy manufacturer, ultimately serving as Vice President Finance and Supply Chain for Southern Europe (France, Spain, Portugal, Italy). Mr. Reddy has an MBA from Cornell University, and is a Chartered Financial Analyst.

 Michael Relich was appointed to the position of Chief Operating Officer in August of 2013. He previously served as the Company's Executive Vice President and Chief Information Officer since July 2010 and as Senior Vice President and Chief Information Officer since he joined the Company in May 2004. Prior to joining the Company, he served as Chief Information Officer and Senior Vice President of MIS and E-Commerce of Wet Seal, Inc., a specialty apparel retailer, from 2001 to 2004, and as Senior Vice President, Engineering of Freeborders, Inc., a Product Lifecycle Management (PLM) solutions provider, from 2000 to 2001. Mr. Relich also held senior level IT positions with retailers HomeBase Inc. from 1995 to 2000, where he ultimately served as Assistant Vice President of MIS, and Broadway Stores Inc. from 1983 to 1995, where he ultimately served as Director of Merchandise Systems.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Board Independence, Structure and Committee Composition

The Board is composed of seveneight directors, five of whom qualify as independent directors pursuant to the rules adopted by the SEC applicable to the corporate governance standards for companies listed on the NYSE. In determining independence, the Board affirmatively determines that directors have no direct or indirect material relationship with the Company. When assessing materiality, the Board considers all relevant facts and circumstances including, without limitation, transactions between the Company and the director directly or organizations with which the director is affiliated, and the frequency and dollar amounts associated with these transactions. The Board further considers whether the transactions were at arm'sarm’s length in the ordinary course of business and whether the transactions were consummated on terms and conditions similar to those of unrelated parties. In addition, the Board uses the following categorical standards to determine director independence: (1) not being a present or former employee, or having an immediate family member as an executive officer, of the Company within the past three years; (2) not personally receiving, or having an immediate family member receive, during any twelve-month period within the last three years, more than $120,000 of direct compensation from the Company other than (a) for Board or committee service, pension or other forms of deferred compensation for prior service or (b) by an immediate family member for services as an employee of the Company (other than as an executive officer); (3) not (a) being a current partner or employee of a firm that is the Company'sCompany’s internal or external auditor; (b) having an immediate family member who is a current partner of such a firm; (c) having an immediate family member who is a current employee of such a firm and personally works on the Company'sCompany’s audit; or (d) being within the last three years or having an immediate family member who was within the last three years a partner or employee of such a firm and personally worked on the Company'sCompany’s audit within that time; (4) not being employed, or having an immediate family member employed, within the past three years as an executive officer of another company where now or at any time during the past three years any of the Company'sCompany’s present executive officers serve or served on the other company'scompany’s compensation committee; (5) not being an executive officer or employee, or having an immediate family member who is an executive officer, of a company that makes or made payments to, or receives or received payments from, the Company, for property or services in an amount which, in any of the past three fiscal years, exceeds or exceeded the greater of $1 million, or 2% of the other company'scompany’s consolidated gross revenues; (6) not being an executive officer of a charitable organization of which the Company has within the preceding three years made any contributions to that organization in any single fiscal year that exceeded the greater of $1 million, or 2% of the charitable organization'sorganization’s consolidated gross revenues; (7) not accepting directly or indirectly any consulting, advisory, or other compensatory fee from the Company or any of its subsidiaries, provided that compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the Company (provided that such compensation is not contingent in any way on continued service); and (8) not being an affiliated person of the Company or any of its subsidiaries.

Applying these categorical standards and considering all relevant facts and circumstances, the Board determined that the following directors qualify as independent: Gianluca Bolla, Anthony Chidoni, Joseph Gromek, Kay Isaacson-Leibowitz and Alex Yemenidjian (the "Independent Directors"“Independent Directors”).

Each of the members of each of the committees of the Board is an Independent Director, and, in the case of members of the Audit Committee and the Compensation Committee, also meets the additional criteria for independence of (i) audit committee members set forth in Rule 10A-3(b)(1) under the Exchange Act and (ii) compensation committee members set forth in Rule 10C-1 under the Exchange Act. In addition, our Board has determined that each of the members of the Audit Committee is financially literate and that Anthony Chidoni meets the definition of an audit committee

financial expert, as set forth in Item 407(d)(5)(ii) of Regulation S-K. A brief description of Mr. Chidoni'sChidoni’s background and experience can be found under "Directors“Directors and Executive Officers"Officers” above.

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Our Board had the following three committees in fiscal 2015:2018: (1) Audit Committee, (2) Compensation Committee and (3) Nominating and Governance Committee. The current membership as of the date of this Proxy Statement and the function of each of the committees are described below. Each of the committees operates under a written charter adopted by the Board. All of the committee charters are available on the Company'sCompany’s website athttp://investors.guess.com. The Board of Directors held fiveseven meetings during fiscal 2015, with each2018. Each director attending at least 75 percent of such meetings. In addition, each member of the Board attended at least 75 percent of the aggregate of the total Board meetings held byand total committee meetings on which such director served during fiscal 2018, except Mr. Paul Marciano, who recused himself from three Board meetings as a matter of good corporate governance because the purpose of those meetings related to a previously disclosed investigation involving Mr. Marciano. Excluding the meetings from which he was recused, Mr. Marciano attended all committeesother meetings of the Board on which he or she served.that were held during fiscal 2018. Directors are encouraged to attend annual meetings of the Company'sCompany’s shareholders. All of our then-current directors except Alex Yemenidjian attended the last annual meeting of shareholders.

Audit Committee

The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of the integrity of the Company'sCompany’s financial statements, the Company'sCompany’s compliance with legal and regulatory requirements, the independent auditor'sauditor’s qualifications and independence, the performance of the Company'sCompany’s internal audit function and independent auditor, and risk assessment and risk management. Among other things, the Audit Committee prepares the Audit Committee report for inclusion in the annual proxy statement; annually reviews the Audit Committee Charter and the Audit Committee'sCommittee’s performance; appoints, evaluates and determines the compensation of our independent auditor; reviews and approves the scope of the annual audit, the audit fees and the financial statements; reviews our disclosure controls and procedures, internal controls, internal audit function, and corporate policies with respect to financial information and earnings guidance; oversees investigations into complaints concerning financial matters; and reviews other risks that may have a significant impact on the Company'sCompany’s financial statements. The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding from the Company for, outside legal, accounting and other advisors as the Audit Committee deems necessary to carry out its duties.

The report of the Audit Committee is included in this Proxy Statement. A current copy of the Audit Committee Charter is available on the Company'sCompany’s website athttp://investors.guess.com.

Compensation Committee

The Compensation Committee is responsible for establishing and governing the compensation and benefit practices of the Company. The Compensation Committee reviews and approves the general compensation

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policies of the Company, oversees the administration of all of the Company'sCompany’s compensation and benefit plans and reviews and approves compensation of the executive officers of the Company. For more information, see "Executive“Executive and Director Compensation"Compensation” below.

Nominating and Governance Committee

The Nominating and Governance Committee assists the Board in identifying individuals qualified to become directors; recommends to the Board the director nominees for the next annual meeting of shareholders, consistent with criteria approved by the Board, and selects, or recommends that the Board select, the director nominees for each annual meeting of shareholders; develops and recommends to the Board a set of Governance Guidelines applicable to the Company; oversees the evaluation of the Company'sCompany’s management and the Board and its committees; and recommends to the Board director assignments and chair appointments for each Board committee, other than the Nominating and Governance Committee. Other specific duties and responsibilities of the Nominating and Governance Committee include: developing membership qualifications and criteria for Board committees; defining specific criteria for director independence; monitoring compliance with Board and Board committee membership criteria; annually reviewing and recommending directors for continued service; coordinating and assisting management and the Board in recruiting new members to the Board; annually, and together with the Chairperson of the Compensation Committee, evaluating the performance of the Chief Executive Officer and presenting the results of such evaluation to the Board and to the Chief Executive Officer; reviewing governance-related shareholder proposals and recommending Board responses; overseeing the evaluation of the Board and management; and conducting a preliminary review of director independence and the financial literacy and expertise of Audit Committee members. A current copy of the Nominating and Governance Committee Charter is available on the Company'sCompany’s website athttp://investors.guess.com.

Consideration of Director Nominees

Shareholder Nominees

The policy of the Nominating and Governance Committee is to consider properly submitted shareholder nominations for candidates for membership on the Board as described below under "—“—Identifying and Evaluating Nominees for Directors."” The Nominating and Governance Committee will evaluate a prospective nominee suggested by any shareholder in the same manner and against the same criteria as any other prospective nominee identified by the Nominating and Governance Committee from any other source. In evaluating such nominations, the Nominating and Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board and to address the membership criteria set forth under "—“—Director Qualifications"Qualifications” below.

Any shareholder nominations proposed for consideration by the Nominating and Governance Committee should include the following information and documentation:

•

the nominator'snominator’s name, address and phone number and a statement of the number of shares of our Common Stock beneficially owned by the nominator during the year preceding the date of nomination;



•

Any shareholder nominations for candidates for membership on the Board should be addressed to:

Guess?, Inc.


Attn: Chair of the Nominating and Governance Committee


c/o Corporate Secretary


1444 South Alameda Street


Los Angeles, California 90021

Director Qualifications

The Nominating and Governance Committee has established the following minimum criteria for evaluating prospective Board candidates:

•

reputation for integrity, strong moral character and adherence to high ethical standards;



•

Identifying and Evaluating Nominees for Directors

The Nominating and Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Nominating and Governance Committee evaluates the current members of the Board whose terms are expiring and who are willing to serve an additional term utilizing the criteria described above to determine whether to recommend such directors for re-election. Both of the nominees for election at the Annual Meeting are current members of the Board who are standing for re-election.

The Nominating and Governance Committee also regularly assesses whether any vacancies on the Board are expected due to retirement or otherwise or whether it would be advisable to increase the overall size of the Board through the addition of a new director. In the event that vacancies are anticipated, or otherwise arise, or the size of the Board may be increased, the Nominating and Governance Committee considers various potential candidates for director. Candidates may come to the attention of the Nominating and Governance Committee through current Board members, professional search firms hired to identify potential nominees, shareholders, members of management or other persons. These candidates are evaluated at regular or special meetings of the Nominating and Governance Committee, and may be considered at any point during the year.

As described above, the Nominating and Governance Committee considers properly submitted shareholder nominations for candidates for the Board. Following verification of the shareholder status of persons proposing candidates, recommendations are aggregated and considered by the Nominating and Governance Committee at a regularly scheduled meeting, which is generally the first or second meeting prior to the issuance of the proxy statement for the Company'sCompany’s annual meeting. If any materials are provided by a shareholder in connection with the nomination of a director candidate, such materials are forwarded to the Nominating and Governance Committee. The Nominating and Governance Committee also reviews materials provided by professional search firms or other parties in connection with a nominee who is not proposed by a shareholder. In evaluating such nominations, the Nominating and Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board.

Director Resignation Policy

In April 2011, upon the recommendation of the Nominating and Governance Committee, the Board approved the adoption of a new Director Resignation Policy, which has been incorporated into the Company'sCompany’s Governance Guidelines. The policy provides that any nominee for director in a non-contested election of directors who receives a greater number of votes "withheld"“withheld” from his or her election than votes "for"“for” such election shall submit to the Board a letter of resignation for consideration by the Nominating and Governance Committee. The Nominating and Governance Committee (excluding the nominee in question if a member thereof) shall evaluate such offer of resignation in light of the best interests of the Company and its shareholders and shall recommend to the Board the action to be taken with respect thereto. The Board shall then act promptly with respect to the letter of resignation and the Company shall publicly disclose the decision of the Board.

Board Leadership Structure

The Company'sCompany’s Governance Guidelines provide that the Board should be free to determine, in any manner that it deems best for the Company from time to time, whether the role of Chairman of the Board and Chief Executive Officer ("CEO"(“CEO”) should be separate. SinceFrom the time that the Company became public in 1996 until August 2015, the roles of Chairman and CEO have beenwere always performed by one or both of Maurice Marciano, a founder of the Company in 1981, and Paul Marciano, a senior executive of the Company since just two months after its inception. Between 1999On August 1, 2015, Victor Herrero became the first non-Marciano CEO in the Company’s history, Paul Marciano transitioned from his prior role as CEO and 2007, they shared the duties as Co-Chairmen and Co-CEOs. Beginning in 2007, Mr. Maurice Marciano began serving as sole executiveVice Chairman of the Board to his current role as Executive Chairman and Mr. Paul Marciano began serving as sole CEO. On January 28, 2012, Mr.Chief Creative Officer, and Maurice Marciano retiredtransitioned from his prior role as an employee and executivenon-executive Chairman of the Company. However, he continuesBoard to servehis current role as non-executive Chairman Emeritus and member of the Board. The Board believes that this is currently the most effective leadership structure for the Company, striking an appropriate balance between strong and consistent leadership and independent and effective oversight of the Company'sCompany’s business and affairs.

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To further promote the independent and effective oversight of the Board and management, the Board has appointed a Lead Independent Director, currently Alex Yemenidjian, to facilitate free and open discussion and communication among the Independent Directors. The Lead Independent Director presides at all executive sessions of the Board at which only Independent Directors are present. These executive sessions are held to discuss various issues and matters of concern to the Board, including the effectiveness of management, the Company'sCompany’s performance and the Company'sCompany’s strategic plans. The executive sessions are generally held in conjunction with the regularly scheduled quarterly meetings of the Board, but may be called at any time by our Lead Independent Director or any of our other Independent Directors. Our Lead Independent Director typically sets the agenda for these executive sessions with input from the other Independent Directors and discusses issues that arise from those sessions with our Executive Chairman, CEO or other members of management, as appropriate.

The Company also has strong corporate governance structures and processes that are intended to ensure that its Independent Directors will continue to effectively oversee key issues such as strategy, risk and integrity. Each of the committees of the Board is composed solely of Independent Directors. Consequently, Independent Directors oversee such critical matters as the integrity of the Company'sCompany’s financial statements, the compensation of senior executives, liquidity and capital resource allocation, the selection and evaluation of directors, and the development and implementation of corporate governance programs. Board committees hold independent sessions among their members, without management present, to discuss issues and matters of concern to the committees.

Risk Oversight

The Board executes its risk oversight responsibility for risk management directly and through its committees. Although management is responsible for the day-to-day management of risk, throughout the year the Board regularly discusses and assesses significant risks and mitigation strategies with management. The Board and its appropriate committees consider risks associated with our business plans, operational efficiencies, strategic objectives, investment opportunities, financial reporting, capital structure, ITcybersecurity, information system infrastructure and controls, and others. For instance, the Audit Committee, which is generally responsible for oversight of financial reporting risks, reviews an annual risk assessment prepared by the internal audit department, which identifies strategic, operational and internal control risks, and informs the internal audit plan for the next fiscal year. The Nominating and Governance Committee, on the other hand, oversees and advises the Board with respect to the Company'sCompany’s positions and practices regarding significant corporate governance risks.

In addition, the Compensation Committee and management consider, in establishing and reviewing our compensation arrangements for executives and other employees, whether these arrangements encourage unnecessary or excessive risk taking and we believe that they do not. In particular, our

executive compensation program reflects a balanced approach using both quantitative and qualitative assessmentsa mix of performancedifferent compensation elements without putting an undue emphasis on a single element or applicable performance measure. Base salaries are set at levels that are intended to avoid excessive fixed costs while simultaneously providing sufficient guaranteed annual income to mitigate incentives for executive'sexecutive’s to pursue overly risky business strategies in order to maximize short-term variable compensation. While maximum annual bonus opportunities for our named executive officers and maximum annual equity award grant levelsgenerally include a pre-established, objective measure of performance for our named executive officers (other than Mr. Paul Marciano) were, prior to fiscal 2016, generally based on our earnings from operations, actual bonus payouts (prior to fiscal 2016) and equity award levels were determined by the Compensation Committee based on its discretionary evaluation of multiple Company and individual performance factors. Commencing with fiscal 2016, maximum annual bonus opportunities for our named executive officers and maximum annual equity award grant levels for our named executive officers (other than Mr. Paul Marciano) are generally based on our cash flow from operations. Commencing with fiscal 2016, actual annual bonus payouts for our named executive officers will be determined (within such maximum levels) with reference to specific, pre-established earnings from operations levels. Theapplicable year, the Compensation Committee retains the ability to adjust the incentives based on its assessment of such other factors as it deems appropriate, and in all cases subject to thean applicable maximum.maximum level. The Compensation Committee also continues to retainhas discretion to set the appropriate equity award grant levels each year (within any applicable maximum). The application of the Compensation Committee'sCommittee’s ability to exercise discretion in finalizing the bonus payouts and annual equity awardsmaking these determinations helps ensure that there is a clear linkage between pay and performance over both the short- and long-term, and that performance is evaluated based on both the absolute results and the manner in which suchthe results were achieved.

Because equity awards make up a substantial portion of each of our executive'sexecutive’s total compensation opportunity, there is a strong alignment between executives'executives’ interests and those of our shareholders. We believe

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that these awards do not encourage unnecessary or excessive risk taking because the ultimate value of the awards is tied to our stock price, and because grants are subject to long-term vesting schedules to help ensure that executives always have significant value tied to long-term stock price performance. Our current practice generally providesperformance, and because we utilize multiple performance measures for a mixture of options and restricted stock. The Compensation Committee believes this mix provides an appropriate balance between the goals of increasing the price of our Common Stock (as stock options only have value if the stock price increases after the option is granted) and avoiding risks that could threatenequity awards subject to performance-based vesting requirements. For example, our growth and stability (as restricted stock is exposedequity awards granted to decreases in our stock price). Mr. Paul Marciano's equity awards in the last fiscal year as well asMarciano and Mr. Herrero in fiscal 2016 consist entirely of2018 include restricted stock units with performance-based vesting requirements. The Compensation Committee believes that these awards do not encourage unnecessary or excessive risk taking because, in addition torequirements with the factors noted above, the awards use more than one performance vesting measure,performance-based measures including a three-year relative total shareholder return (“TSR”) measure for one of the awards. awards, three-year revenue and operating income measures for one of the awards, and a third award with a measure based on licensing earnings (for Mr. Paul Marciano’s award) or revenues excluding net royalties (for Mr. Herrero’s award).

Potential risks are also mitigated by the significant amounts of our Common Stock that are owned or beneficially owned by Messrs. Maurice and Paul Marciano and, as outlined in the "Compensation“Compensation Discussion and Analysis"Analysis” section below, our stock ownership guidelines and compensation "clawback policy"“clawback policy” applicable to certain senior executives.

Communications with the Board

You may communicate with the Board by submitting an e-mail to the Company'sCompany’s Board atbod@guess.com. All directors have access to this e-mail address. Communications from shareholders or any other interested parties that are intended specifically for non-management directors should be sent to the e-mail address above to the attention of the Lead Independent Director.

Governance Guidelines and Committee Charters

The Company'sCompany’s Governance Guidelines, which satisfy the NYSE'sNYSE’s listing standards for "corporate“corporate governance guidelines,"” as well as the charters for each of the committees of the Board, are available athttp://investors.guess.com. Any person may request a copy of the Company'sCompany’s Governance Guidelines or the charter of any of the committees of the Board, at no cost, by writing to us at the following address: Guess?, Inc., Attn: General Counsel, 1444 South Alameda Street, Los Angeles, California 90021.

Code of Ethics

The policies comprising our code of ethics are set forth in the Company'sCompany’s Code of Ethics (the "Code“Code of Ethics"Ethics”). These policies satisfy the SEC'sSEC’s requirements for a "code“code of ethics,"” and apply to all directors, officers (including our principal executive officer, principal financial officer, and principal accounting officer and controller) and employees. The Code of Ethics is published on our website athttp://investors.guess.com. Any person may request a copy of the Code of Ethics, at no cost, by writing to us at the following address: Guess?, Inc., Attn: General Counsel, 1444 South Alameda Street, Los Angeles, California 90021.

Indemnification of Directors

The General Corporation Law of the State of Delaware provides that a company may indemnify its directors and officers as to certain liabilities. The Company'sCompany’s Restated Certificate of Incorporation and Third Amended and Restated Bylaws provide for the indemnification of its directors and officers to the fullest extent permitted by law, and the Company has entered into separate indemnification agreements with certain directors and officers to effectuate these provisions and has purchased directors'directors’ and officers'officers’ liability insurance. The effect of such provisions is to indemnify, to the fullest extent permitted by law, the directors and officers of the Company against all costs, expenses and liabilities incurred by them in connection with any action, suit or proceeding in which they are involved by reason of their affiliation with the Company.

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Non-Employee Director Compensation
Compensation—Fiscal 2018

Compensation for individuals who were members of our Board of Directors at any time during fiscal 20152018 and who were not also our employees (referred to herein as "Non-Employee Directors"“Non-Employee Directors”) generally consisted of annual retainers, fees for attending meetings and equity awards. The compensation paid to Mr. Paul Marciano a directorand Mr. Herrero, directors who also served as our Chief Executive Officerexecutive officers of the Company during the covered fiscal period,2018, is presented below in the "Summary“Summary Compensation Table"Table” and the related explanatory tables covering compensation paid to certain of our executive officers. While employed by the Company, employee-directors are not entitled to receive additional compensation for their services as directors. The following table presents information regarding the compensation paid to our Non-Employee Directors with respect to fiscal 2015.2018.

Non-Employee Directors, as described above. In addition, under the terms of his previously existing employment agreement, the Company and Mr. Maurice Marciano entered into a consulting agreement (the "Marciano Consulting Agreement") in conjunction with his retirement under which Mr. Maurice Marciano continued to provide valuable insight, guidance and strategic direction to the Company as a consultant. The Marciano Consulting Agreement originally provided for a two-year term that commenced on January 28, 2012. In January 2014, in light of his continuing substantial efforts and valuable contributions to the Company, the Compensation Committee agreed to extend the term of the Marciano Consulting Agreement for an additional year until January 28, 2015. Although Mr. Maurice Marciano continues to provide substantial contributions to the Company that the Compensation Committee considers to be over and above those normally provided by a non-executive chairman, the Compensation Committee and Mr. Maurice Marciano agreed to allow the Marciano Consulting Agreement to expire as of January 28, 2015 without further extending the term.

        The Marciano Consulting Agreement provided for consulting fees of $500,000 per year. During the term of the Marciano Consulting Agreement, Mr. Maurice Marciano was not eligible to participate in the Company's employee benefit plans but was entitled to continued automobile use in a manner consistent with past practice. The Compensation Committee has elected to continue to provide for such automobile use subsequent to the expiration of the term of the Marciano Consulting Agreement based on his continuing substantial contributions to the Company. In addition, as required by the terms of his previous employment agreement, Mr. Maurice Marciano is entitled to receive lifetime retiree and

family medical coverage. Mr. Maurice Marciano is also entitled to his fully vested benefits (based on his prior employment) pursuant to the standard terms of the Company'sCompany’s Supplemental Executive Retirement Plan, Deferred Compensation Plan and 401(k) Plan. In the event Mr. Maurice Marciano had died or become disabled during the term of the Marciano Consulting Agreement, he would have received a cash payment equal to the amount of all payments he would have otherwise been entitled to during the remaining term of the agreement.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides an overview of the Company'sCompany’s executive compensation program, including a description of the Company'sCompany’s compensation philosophies and objectives and a discussion of the material elements of compensation awarded to, earned by or paid to the following executive officers, (or former executive officers, as the case may be), referred to in this Proxy Statement as the "Named“Named Executive Officers":Officers,” for their service in fiscal 2018:

•

Paul Marciano, Executive Chairman and Chief Creative Officer;

Victor Herrero, Chief Executive OfficerOfficer; and Vice Chairman;



•

Management’s focus on these strategies and initiatives helped deliver strong results for the Company in fiscal 2018 and provide a foundation for continued progress moving forward. Specifically, in fiscal 2018, total Company net revenue increased 8% over the prior year (5% in constant currency) to $2.36 billion, driven by 27% growth in Europe (21% in constant currency) and 24% growth in Asia (22% in constant currency), two areas of focus for the Company. In addition, adjusted net earnings increased 51% in fiscal 2018, to $58.4 million, and adjusted diluted earnings per share increased 52% in fiscal 2018, to $0.70. On a GAAP basis, the Company reported a net loss of $7.9 million for fiscal 2018, compared to net earnings of $22.8 million in fiscal 2017, and diluted loss per share of $0.11 for fiscal 2018, compared to diluted earnings per share of $0.27 in fiscal 2017. From a balance sheet perspective, the Company ended fiscal 2018 with cash and cash equivalents of $367 million and continued to demonstrate a commitment to delivering value to shareholders by returning $126 million in the form of dividends and share repurchases during fiscal 2018. Please see “Non-GAAP Measures” on pages 45 and 46 of the discussionsCompany’s Fiscal 2018 Annual Report on Form 10-K for additional information regarding the Company’s disclosure of certain non-GAAP financial information, including constant currency information, contained herein.

The increase in European revenues in fiscal 2018 was driven by the continued momentum from the successful implementation of the Company’s strategic initiative to elevate the quality of its sales and merchandising organization. The Company experienced strong comparable store sales and continued to expand its retail presence in the region. The European e-commerce business has experienced rapid growth and is now approaching the size of the e-commerce business in the Americas. In addition, the European wholesale business continues to see strong results.

In Asia, the Company continues to strengthen its retail presence with the opening of stores across the region. At the same time, the Company has experienced significant e-commerce growth in the region, especially in China. In this market alone, the e-commerce business could be as large as the Company’s U.S. e-commerce business within a few years. Management’s strategic initiative to build a major business in Asia has been a positive driver for the Company as demonstrated by ending the year with five consecutive quarters of margin expansion in Asia.

Profits in the Americas Retail segment have benefited from the Company’s strategic initiative to improve its cost structure by closing unprofitable stores and negotiating better lease terms and from the Company’s strategic initiatives in supply chain and inventory management. Management believes that the Company’s continued celebrity partnerships, together with a focus on the initiative to elevate the sales and merchandising organization, will lead to continued improvement in sales in the Americas over several months. Following a detailed review process,time. It also believes that the profitability of the Americas Retail segment will continue to benefit from the Company’s cost reduction and margin improvement initiatives.

As the Company enters fiscal 2019, management is excited about the overall direction of the business and the opportunities ahead as it continues to focus on the strategic initiatives outlined above.

Fiscal 2018 Executive Compensation Committee certified results and made final decisions concerning executive compensation for fiscal 2015,Actions

The highlights of the framework for which had been established well before our 2015 Annual Meeting of shareholders and subsequent shareholder outreach efforts. It was then able to incorporate more structural changes in theCompany’s executive compensation program for fiscal 2016. The Compensation Committee feels strongly that the final compensation results2018 include:

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For more information regarding how the fiscal 20152018 compensation decisions and results described above translated into "realizable pay"“realizable pay” for our Chief Executive Officer,Mr. Paul Marciano and Mr. Herrero, see the additional disclosure abovebelow under the heading "—“—Realizable Compensation for CEO and Executive Chairman.”

Realizable Compensation."Compensation for CEO and Executive Chairman

Overview of Fiscal 2016 Executive Compensation Actions

        Some of the highlights of our executiveThe realizable compensation programamount for fiscal 2016 include:

•

Half2018 (determined as described below) for Mr. Herrero is less than his fiscal 2018 total compensation amount as reported in the “Summary Compensation Table” on page 48, principally because the final vesting, if any, of his 2018 Relative TSR Award and 2018 LTIP Award will not be known until the end of fiscal 2020. As discussed below in this Compensation Discussion and Analysis, Mr. Paul Marciano's equity award for fiscal 2016 (based on grant date fair value) is a performance-based vesting restricted stock unit award with vesting subject toboth a three-year relative total stockholder return measure and service-based vesting requirements.



•

Half of Mr. Paul Marciano's equity award for fiscal 2016 (based on grant date fair value) isMarciano was awarded a restricted stock unit award with vesting subject toboth the achievement of a threshold level of the Company's earnings from operations derived from the Company's licensing segment forin fiscal 2016 and service-based vesting requirements.



•

In recent years, the Company's cash awards for the Named Executive Officers have been determined entirely within the Compensation Committee's discretion,that was subject to a maximumrelative TSR measure over a three-year performance period consisting of the Company’s 2016, 2017 and 2018 fiscal years (the “2016 TSR Award”). As a result of the vesting of the 2016 TSR Award at the end of fiscal 2018 based on actual TSR performance for the performance period, Mr. Paul Marciano’s realizable compensation amount for each executive determined based on our earnings from operations. For fiscal 2016, final cash award amounts for the Named Executive Officers will be determined taking into account specific pre-established earnings from operations goals for the fiscal year, set at levels considered by the Compensation Committee to be rigorous, and subject to a maximum amount for each executive determined based on our cash flow from operations for the fiscal year.

For a more detailed description of the compensation framework and related performance measures and award opportunities established by the Compensation Committee for the Named Executive Officers with respect to fiscal 2016, see "—Material Compensation Committee Actions After Fiscal 2015" below.

CEO Realizable Compensation

        Mr. Paul Marciano's realizable compensation for 20152018 (determined as described below) is substantially lessgreater than his fiscal 20152018 total compensation amount as reported in the "Summary“Summary Compensation Table"Table” on page 54, principally because of the forfeiture of his 2015 Performance Share Award, as mentioned above. 48.

SEC rules require that all stock options and stock awards be reported in the Summary Compensation Table for the year in which they were granted to the Named Executive Officer based on their respective fair values determined at the time of grant of the awards, even if such awards were scheduled to vest in later years, and even if such awards were subsequently forfeited (such as, for example, because an applicable performance-based vesting condition was not satisfied). The following table shows Mr. Paul Marciano's "realizable"the “realizable” compensation for fiscal 20152018 for Mr. Herrero and

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Mr. Paul Marciano compared against hiseach executive’s total compensation reported in the Summary Compensation Table for fiscal 2015.2018. For these purposes, "realizable"“realizable” compensation is determined in the same manner as total compensation is reported in the Summary Compensation Table, but adjusted to take into account (1) any forfeiture ofperformance-based equity awards granted during the fiscal year as well aswhere the performance-based vesting results have not yet been determined, and (2) the change in the value of our Common Stock subject to other equity awards granted during the year. As Mr. Paul Marciano forfeited his entire 2015 Performance Share Award, Mr. Paul Marciano'sthe final vesting for the executives’ 2018 Relative TSR Awards and 2018 LTIP Awards will not be determined until the completion of fiscal 20152020, fiscal 2018 realizable compensation for these executives does not include any value as to that award.those awards. In addition, Mr. Paul Marciano's 2015Herrero’s 2018 realizable compensation attributable to his 20152018 Revenue Award and Mr. Paul Marciano’s 2018 realizable compensation attributable to his 2018 Licensing Award, is based on the value of thatthe award at the end of fiscal 2015.2018. The values of these awards are included because the applicable performance-based vesting conditions were satisfied during fiscal 2018. Consistent with the intent that equity awards align our executives'executives’ interests with those of our shareholders, the value of the shares of our Common Stock subject to both Mr. Herrero’s 2018 Revenue Award and Mr. Paul Marciano's 2015Marciano’s 2018 Licensing Award at the end of fiscal 20152018 (plus dividend equivalents attributable to those shares with respect to fiscal 2015)2018) was lessmore than the value of the same number of shares at the time the award wasawards were originally granted. No equity award granted prior to fiscal 2018 to Mr. Paul Marciano or to Mr. Herrero that included performance-based vesting conditions became eligible to vest in fiscal 2018 because the performance conditions were satisfied in that year, other than Mr. Paul Marciano’s 2016 TSR Award. Accordingly, the realizable compensation in the table below includes the value of Mr. Paul Marciano’s 2016 TSR Award at the end of fiscal 2018 and does not include any value for any other equity awards granted prior to fiscal 2018.

As shown in the CEO and Executive Chairman Realizable Compensation Table below, Mr. Paul Marciano'sHerrero’s total realizable compensation calculated in this manner was $3,695,851$6,761,035 for fiscal 2015,2018, which is $5,289,742$1,882,530less than his fiscal 20152018 total compensation as required to be disclosed in the Summary Compensation Table. BothTable and, because of the CEO Realizable Compensation Table andvesting of his 2016 TSR Award, Mr. Paul Marciano’s total realizable compensation calculated in this manner was $10,818,273 for fiscal 2018, which is $2,398,178 more than his fiscal 2018 total compensation as required to be disclosed in the Summary Compensation Table reflect the fact that Mr. Paul Marciano did not receive a cash incentive award for fiscal 2015.Table. The table below supplements, and should be read in connection with, the Summary Compensation Table.

CEO and Executive Chairman Realizable Compensation Table—Fiscal 2015
2018

For Mr. Paul Marciano, the dollar amount shown in this column is equal to the fiscal 2018 year-end values of his 2018 Licensing and 2016 TSR Awards. The fiscal 2018 year-end value of his 2018 Licensing Award is the product of (1) the number of shares of Company Common Stock subject to Mr. Paul Marciano's 2015the 2018 Licensing Award as of January 31, 2015,February 3, 2018, multiplied by (2) $19.455. $19.455$15.285 (which is the sum of (a) $18.78,$14.61, the closing market price of the Company'sCompany’s Common Stock on January 30, 2015,February 2, 2018, the last trading day of fiscal 2015,2018, plus (b) $0.675, the aggregate cash value of the dividends paid by the Company on a share of its Common Stock from the time of grant until the end of

The Role of the Compensation Committee and Management

The Company'sCompany’s executive compensation programs are determined and approved by the Compensation Committee. Our Chief Executive Officer and Chairman of the Board recommendrecommends to the Compensation Committee salary, cash incentive awards, equity-based awards and long-term compensation levels for less senior executives, including the other Named Executive Officers.Officers (other than for Mr. Paul Marciano). At the direction of the Compensation Committee, other members of management furnish financial, performance and other information relevant to setting performance goals and certifying results. The

Compensation Committee is, however, solely responsible for making the final decisions on compensation for all Named Executive Officers. Other members of management, including any other Named Executive Officers, do not currently have any role in determining or recommending the form or amount of compensation paid to our Named Executive Officers.

The Role of the Independent Compensation Consultant

As indicated above, the Compensation Committee has engaged FW Cook as its independent compensation consultant. During fiscal 2015,2018, FW Cook assisted the Compensation Committee (1) in a review of COOexecutive compensation levels, including in its selection of the peer group of companies identified below and CFO compensation, including assembling and analyzing competitive compensation data amongfor the peer group of companies listed below andcompanies; (2) in its shareholder outreach efforts concerning executive compensation matters. Duringmatters; (3) in the design of the Company’s fiscal 2016, FW Cook continued assisting2018 cash incentive and long-term incentive award structure for executives; and (4) with the Compensation Committee as it made a numberdevelopment of important design changes to its executive compensation programthe shareholder proposal contained in the 2017 proxy statement for fiscal 2016 in lightthe amendment and restatement of investor feedback as described under "—Material Compensation Committee Actions After Fiscal 2015" below.the Guess?, Inc. 2004 Equity Incentive Plan.

The services performed by FW Cook for the Company have been exclusively limited to compensation consulting services performed at the request of the Compensation Committee. FW Cook does not undertake any work for the Company at the direction of the Company'sCompany’s management or other employees, although the consultant communicates with management from time to time to obtain information necessary to advising the Compensation Committee. The Compensation Committee has determined that FW Cook is independent and that its services do not raise any conflict of interest with the Company or any of its executive officers or directors.

The peer group used to inform the Compensation Committee’s judgment in setting executive compensation levels for the competitive analysis of COO and CFO compensation during fiscal 20152018 was established by the Compensation Committee, taking into account the advice of FW Cook and input from management. (The new peer group data was not used as to Mr. Paul Marciano's compensation levels during fiscal 2015 as those levels had been established in his employment agreement.) In selecting the peer companies, made up of publicly-traded retail apparel and accessories companies, the Compensation Committee considered factors such as the size and business models of each company, as well as whether such companies may compete with Guess for executive talent. The companies that comprised the peer group for fiscal 20152018 were:

The peer group for fiscal 20152018 was the same as the peer group for the prior year, with the following exceptions: (1)except for the removal of the following companies,Aéropostale, Inc., ANN INC. and Quiksilver, Inc., each of which arewas no longer publicly traded: Coldwater Creek, Inc., Kenneth Cole Productions, Inc., The Talbots, Inc., True Religion Apparel, Inc. and Warnaco Group, Inc., (2) the removal of the following companies due to their relatively low market cap, revenue and operating income levels: bebe stores, inc. and Pacific Sunwear of California, Inc. and (3) the addition of the following companies based on a review of their size (including market cap, revenue and operating income) and lines of business: The Children's Place, Inc., Deckers Outdoor Corp., Express Inc., Jones Group Inc. and Kate Spade & Company.traded.

The peer company compensation data provided by FW Cook in fiscal 20152018 was used by the Compensation Committee as a general reference point in its compensation review.reviews. The Compensation Committee does not set compensation levels at any specific level or percentile against this compensation data. Instead, the peer group data is only one point of information taken into account by the Compensation Committee in making

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compensation decisions. Except as otherwise noted, the Compensation Committee'sCommittee’s executive compensation determinations are subjective and the result of the Compensation Committee'sCommittee’s business judgment, which is informed by the experiences of the members of the Compensation Committee as well as the input from, and peer group data provided by, the Compensation Committee'sCommittee’s independent executive compensation consultant.

The Role of Shareholder Say-on-Pay Votes

Our shareholders are currently provided with an opportunity to cast an advisory vote on our executive compensation program every three yearsyear through the say-on-pay proposal. Our shareholders were last presented with such an opportunity at our 20142017 annual meeting of shareholders, where a majorityshareholders overwhelmingly approved of our executive compensation program for fiscal 2017, with over 91% of the votes on our advisory say-on-pay shareholder vote at our 2017 annual meeting of shareholders cast opposedin favor of our executive compensation program. In addition, at our 2017 annual meeting of shareholders, shareholders had the opportunity to cast an advisory vote on the frequency of future say-on-pay proposal. votes and, as recommended by the Board, voted for an annual say-on-pay vote. Following the shareholder vote, the Board determined that the Company will hold an annual say-on-pay shareholder vote.

As discussed above, the Compensation Committee took the results of this vote very seriously and, to better understand shareholder perspective on this important topic,as in prior years, the Chairperson of the Compensation Committee led a shareholder outreach effort which included direct discussionscontinued his dialogue with our shareholders in 2017, speaking directly with investors representing an estimated 63%45% of the issued and outstanding shares of our Common Stock held by persons other than insiders.

        As discussed above, Based in part on these conversations, the Compensation Committee carefully considereddecided to continue the perspectives heard during the investor outreach efforts and reviewed the resultsstructure of the discussions over several months. Following a detailed review process, the Compensation Committee certified results and made final decisions concerning executive compensation forour fiscal 2015, the framework for which had been established well before our 2015 Annual Meeting of shareholders and subsequent shareholder outreach efforts. It was then able to incorporate more structural changes in the2017 executive compensation program forin fiscal 2016. The Compensation Committee feels strongly that2018 and to continue to emphasize pay-for-performance, including through the final compensation results for fiscal 2015use of robust three-year goals linked to operating earnings and the structural changes to the executive compensation program for fiscal 2016 address many of the key concerns raised by investors. It also believes that the revised framework for fiscal 2016 reflects many of the best practices in executive compensation today, has increased the emphasis on performance in the program and will result in an even greater alignment between the interests of our Named Executive Officers and those of our shareholders.revenues, as well as relative TSR measured over a three-year period.

        For a more detailed description of the compensation framework and related performance measures and award opportunities established by the Compensation Committee for the Named Executive Officers with respect to fiscal 2016, see "—Material Compensation Committee Actions After Fiscal 2015" below.

When making future compensation decisions for our Named Executive Officers, the Compensation Committee will continue to consider the opinions that shareholders express directly to the Compensation Committee and through our annual say-on-pay advisory votes. The next advisory vote on our executive compensation program will occur at the 2017 annual meeting of our shareholders.

Executive Compensation Program Elements for Fiscal 20152018

Summary

        The information provided in this section reflects the Company's key executive compensation program elements for fiscal 2015. For a description of important changes made to certain of these compensation program elements for fiscal 2016, see "—Material Compensation Committee Actions After Fiscal 2015" below.

The material elements of our current executive compensation program for Named Executive Officers consist of a base salary, an annual cash incentive opportunity and aequity-based long-term equity incentive opportunity.opportunities. We also provide a non-qualified deferred compensation plan, a 401(k) plan, a supplemental executive retirement plan for our Chief Executive OfficerChairman and severance protection for certain terminations of our Named Executive Officers'Officers’ employment.

We believe that each element of our executive compensation program helps us to achieve one or more of our compensation objectives. Base salaries, the non-qualified deferred compensation plan, 401(k) plan, supplemental executive retirement plan and severance and other termination benefits are all primarily intended to attract and retain qualified executives. These are the elements of our current executive compensation program where the value of the benefit in any given year is generally not variable. We believe that in order to attract and retain top-caliber executives, we need to provide executives with predictable benefit amounts that reward the executive'sexecutive’s continued service. Some of the elements, such as base salaries, are generally paid out on a short-term or current basis. The other elements are generally paid out on a longer-term basis, such as upon retirement or other termination of employment.employment or following a vesting period. We believe that this mix of longer-term and shorter-term elements allows us to achieve our dual goals of attracting and retaining executives (with the longer-term benefits geared toward retention and the shorter-term awards focused on recruitment).executives.

Our Named Executive Officer’s annual cash incentive opportunity is primarily intendedopportunities are paid out on an annual basis and are designed to hold executives accountable for annual performance. ItThey also helpshelp further align Named Executive Officers'

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Officers’ interests with those of our shareholders and helpshelp us attract, motivate and retain executives. Our long-term equity incentives are primarily intended to align Named Executive Officers'Officers’ interests with those of our shareholders, although they also hold executives accountable for performance (as the value of the awards, as well as the number of shares/units vesting under certain awards, is linked to the achievement of specified performance goals and/or our stock price) and help us attract, motivate and retain executives. These are the elements of our current executive compensation program that are designed to reward performance and the creation of shareholder value, and therefore the value of these benefits is dependent on performance. Each Named Executive Officer's annual cash incentive opportunity is paid out on an annual basis and is designed to reward performance for that period. Long-term equity incentives are generally paid out and/or earned on a longer-term basis and are designed to reward performance and continued employment over one or more years.share price.

The Compensation Committee uses these elements, as described in more detail below, to create a total compensation package for each Named Executive Officer that it believes supports the Company'sCompany’s compensation objectives and provides a competitive compensation opportunity tied to both operating performance and changes in shareholder value.

Base Salaries for Fiscal 2015

Base salaries offor the Named Executive Officers are designed to compensate executives for their level of responsibility, skill, experience and individual contributions. The Compensation Committee reviews and approves base salaries for Named Executive Officers annually and in connection with promotions or other changes in responsibilities. Base salaries are set at levels that are intended to avoid excessive fixed costs while simultaneously providing sufficient guaranteed annual income to mitigate incentives for executives to pursue overly risky business strategies in order to maximize short-term variable compensation. In determining the appropriate levels of base salary, the Compensation Committee also considers, in its subjective judgment, individual performance, scope of duties, pay history and market data.

For fiscal 2015,2018, Mr. Paul Marciano'sMarciano’s base salary was increased from $570,000 to $950,000, which was still more than a third less than his base salary in fiscal 2016 of $1,500,000. The Compensation Committee considered his continuing substantial contributions to the Company, notably his instrumental contributions to the licensing and marketing areas, and a review of compensation levels for similar executive positions at the peer group of companies in setting his base salary. This increase in base salary was accompanied by a significant reduction in Mr. Paul Marciano’s target annual cash incentive amount for fiscal 2018, as more fully described under “—Annual Cash Incentive Awards—Methodology to Determine Cash Awards” below.

For fiscal 2018, Mr. Herrero’s base salary remained flat at $1,500,000, a$1,200,000, the level originally set by the Compensation Committee in connection with the negotiation of Mr. Paul Marciano'sunder his employment agreement during 2013.entered into in fiscal 2016. Mr. Paul MarcianoHerrero agreed to defer the portion of his salary in excess of $1,000,000 until the termination of his employment with the Company pursuant to the

Company's Nonqualified Company’s Non-Qualified Deferred Compensation Plan in order to help preserve the deductibility of that portion for tax purposes.(the “DCP”).

During fiscal 2015,2018, Mr. Reddy’s base salary remained flat at $525,000, the level set by the Compensation Committee reviewed the overall compensation levels for Mr. Relich and Mr. Reddy including through a review and analysis of COO and CFO compensation data among a peer group of companies (as discussed in more detail under "—The Role of the Independent Compensation Consultant" above). While the Compensation Committee generally does not set compensation levels at any specific level or percentile against this compensation data, it did consider the data, which showed that the base salaries for both Mr. Relich and Mr. Reddy were below the 25^th percentile for the peer group, in its deliberations. Following its review, the Compensation Committee increased Mr. Relich's base salary by 9.1% from $550,000 to $600,000 and Mr. Reddy's base salary by 12.5% from $400,000 to $450,000 to bring their respective base salaries closer to the median for similar positions at companies in the peer group.

        Ms. Ernster's base salary was set at $675,000 in connection with her offer of employment as Chief Design Officer in March 2013. Ms. Ernster's base salary was negotiated with her and set at a level the Compensation Committee believed to be appropriate and competitive for that position. The base salary for Ms. Ernster remained flat in fiscal 2015 versus the prior year.2016.

        The amount of base salary paid to each Named Executive Officer for fiscal 2015 is reported in Column (c) of the "Summary Compensation Table" below.

Annual Cash Incentive Awards for Fiscal 2015

We believe that a significant portion of compensation for executive officers should be based on Company and individual performance, with the opportunity to earn substantial awards in connection with superior business and individual performance. Annual cash incentive awards are generally granted to the Company'sCompany’s Named Executive Officers under the Company'sCompany’s shareholder-approved Annual Incentive Bonus Plan (the "Bonus Plan"“Bonus Plan”), a performance-based plan intended to motivate key employees by linking cash incentive award opportunities to pre-established performance goals. Specific performance criteria that can be used by the Compensation Committee (in its sole discretion) each period are set forthobjectives.

As in the Bonus Plan.

        For fiscal 2015,prior years, the Compensation Committee utilized a two-tier funding approach for determining the Named Executive OfficersOfficers’ annual cash incentives under the Bonus Plan that was designed to givefor fiscal 2018. For the first tier, the Compensation Committee greater flexibility to consider all aspects of performance and other factorsused pre-established formulas based on the Compensation Committee considers relevant, within a framework that is intended to preserve the Company's tax deductionCompany’s cash flow from operations for qualified performance-based compensation under Section 162(m) of the Internal Revenue Code. Under the program, the Compensation Committee approves pre-established formulasfiscal 2018 to determine the maximum cash incentive opportunity that may be awarded to each Named Executive

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Officer under the Bonus Plan then exercises its discretion infor fiscal 2018. The Compensation Committee determined that the second tier for determining the actual cash payouts which willwould be at or belowbased on the calculated maximum payout levels.

CalculationCompany’s earnings from operations for fiscal 2018 (and the Company’s licensing segment earnings from operations for fiscal 2018, in the case of Maximum Eligible Cash AwardsMr. Paul Marciano) in part to address shareholder concerns regarding a desire for Fiscal 2015

        For fiscal 2015,less Compensation Committee discretion with respect to annual cash incentive awards for executives, and also because the Compensation Committee believes that earnings from operations (and licensing segment earnings from operations, in the case of Mr. Paul Marciano) is widely used by investors and shareholders to measure performance and including it as the measurement used to calculate annual cash incentive awards helps to further link the executives’ incentive opportunities to the Company’s financial performance. For these purposes, the Compensation Committee established threshold, target and maximum earnings from operations goals for fiscal 2018 at levels that the Compensation Committee considered to be rigorous. The earnings from operations goals for fiscal 2018 were less than the earnings from operations goals that were set for the prior year mainly due to (i) the Company’s weaker-than-expected actual results in its Americas Retail business in fiscal 2017 (a year in which the Named Executive officers received no cash awards under the annual cash incentive award program) and (ii) the overall challenging nature of the North American retail landscape at the time fiscal 2018 goals were established.

Methodology to Determine Cash Awards

Each Named Executive Officer has a threshold and target cash incentive amount under the Bonus Plan, and each executive’s annual cash incentive is in all events capped at a maximum amount. For Mr. Paul Marciano, the threshold incentive amount was 131.5% of his base salary and his target incentive amount was reduced by an amendment to his employment agreement from 400% of his base salary to 263% of his base salary for fiscal 2018, based on investor feedback and a review of executive compensation practices at the peer group of companies. For Mr. Herrero, the threshold incentive amount was 100% of his base salary and his target incentive amount was 200% of his base salary. For Mr. Reddy, the threshold incentive amount was 37.5% of his base salary, and pursuant to the terms of his offer letter, his target incentive amount was 75% of his base salary. At the time each of these target and threshold levels was approved for fiscal 2018, the Compensation Committee believed them to be reasonably competitive for each position.

Subject to the maximum amount for each executive described below, the Named Executive Officers’ fiscal 2018 annual cash incentives would be determined 50% (in the case of Mr. Paul Marciano) and 100% (in the case of Messrs. Herrero and Reddy) based on the Company’s earnings from operations for fiscal 2018 and 50% (in the case of Mr. Paul Marciano) based on the Company’s licensing segment earnings from operations for fiscal 2018 (in either case, excluding the impact of certain specified legal, restructuring, store impairment, acquisition, disposition and accounting related matters) relative to performance targets established by the Compensation Committee set forth in the table below:

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If the Company’s actual performance falls between the levels indicated above, the payout percentage is determined by linear interpolation between the applicable payout levels.

The maximum individual cash award opportunities for the Named Executive Officers pursuant to a specific formulawere tied to the Company's earningsCompany’s cash flow from operations. For Mr. Paul Marciano, this limit was based on the Company's earnings from operations for fiscal 2018 (excluding the impact of certain specified legal, restructuring, store impairment, acquisition, disposition and accounting related matters) for the entire fiscal 2015 year. However, for the otheror, if lower, a specified multiple of each Named Executive Officers, this limit was based on the Company's earnings from operations (excluding the impact of certain specified legal, restructuring, acquisition and accounting related matters) for the last three quarters of fiscal 2015. (The shorter performance period for the other Named Executive Officers for fiscal 2015 was a result of technical differences between the way that equity awards are structured for Mr. Paul Marciano

and for the other Named Executive Officers. Because the Company's 2004 Equity Incentive Plan was scheduled to expire by its terms in April 2014 and be submitted to a shareholder vote to extend its term at the 2014 annual meeting of shareholders, if the Compensation Committee had set fiscal 2015 goals for equity for the other Named Executive Officers prior to the 2014 annual meeting of shareholders, such awards would have been contingent on shareholder approval of the 2004 Equity Incentive Plan. Rather than provide for contingent equity awards to these other Named Executive Officers, the Compensation Committee elected (on a one time basis) to wait until after shareholder approval of the 2004 Equity Incentive Plan at the 2014 annual meeting of shareholders to consider and set the performance goals for the other Named Executive Officers, resulting in a slightly shorter performance period for their equity award opportunities for fiscal 2015. Finally, because the cash and equity award programs for fiscal 2015 for the other Named Executive Officers utilized the same performance metric, the Compensation Committee also elected to wait to set the cash award opportunity goals, resulting in the same shortened performance period for the fiscal 2015 cash and equity award opportunities for the other Named Executive Officers.)

Officer’s base salary. The maximum individual cash award opportunities for fiscal 20152018 were as follows: for Mr. Paul Marciano, a maximum award opportunity equal to the lesser of 3.71%4.91% of earningscash flow from operations for fiscal 20152018 or 500%$3,747,750; for Mr. Herrero, a maximum award opportunity equal to the lesser of base salary;4.72% of cash flow from operations for fiscal 2018 or $3,600,000; and for Mr. Reddy, a maximum award opportunity equal to the lesser of 0.17%1.04% of earningscash flow from operations for the last three quarters of fiscal 20152018 or 75% of base salary; for Mr. Relich, a maximum award opportunity equal to the lesser of 0.22% of earnings from operations for the last three quarters of fiscal 2015 or 75% of base salary; and for Ms. Ernster, a maximum award opportunity equal to the lesser of 0.25% of earnings from operations for the last three quarters of fiscal 2015 or 75% of base salary.$787,500. For Mr. Paul Marciano and Mr. Herrero, the maximum award opportunity as(calculated based on a percentage of base salarysalary) is provided under the executive’s employment agreement (for Mr. Paul Marciano, as reduced for fiscal 2018 under the amendment to his employment agreement.agreement). For the other Named Executive Officers,Mr. Reddy, the percentage of base salary is consistent withremained at the maximum opportunity provided for continuing Named Executive Officerslevel set by the Compensation Committee in the prior year.fiscal 2016.

The Compensation Committee chose earnings from operations (and licensing segment earnings from operations, in the case of Mr. Paul Marciano) as the measurement used to calculate maximumthe final annual cash incentive opportunities (andamount (subject to establish the performance-based aspects of our long-term equity incentive awardsapplicable maximum) for fiscal 2015 as described below)each executive as a way to further link the executives'these executives’ incentive opportunities to the Company'sCompany’s financial performance. Earnings from operations is also a consistently applied, easily understood and widely used metric that provides a measurement of operating performance that excludes certain non-operational factors.

        Each Named Executive Officer also has a threshold and targetfactors to better assess managements’ operation of the business. Licensing segment earnings from operations was taken into account in determining Mr. Paul Marciano’s award given his continuing contributions to the Company’s licensing business. The Compensation Committee chose cash flow from operations as the measurement used to calculate maximum cash incentive amount underopportunities (and to establish the Bonus Plan. These amounts are established as guidelines only and are not tied to any particular metric or goal, with the Compensation Committee able to exercise discretion to award incentives that are above or below such levels (but in all cases within the applicable maximumperformance-based aspects of two of our long-term equity incentive awards for Mr. Reddy for fiscal 2018 as described above) based on its subjective assessment of such factors as it deems appropriate. Pursuant to his employment agreement, the target incentive amountbelow) as a percentageway to further link these executives’ incentive opportunities to the Company’s financial performance. Cash flow from operations is also a consistently applied, easily understood and widely used metric that provides a measurement of base salary for Mr. Paul Marciano was 400% and, while no threshold incentive amount was specified,operating performance that excludes certain non-operational factors to better assess managements’ operation of the cash award can be reduced downbusiness, with a focus on the ability of the business to zero. The threshold and target incentive amounts as a percentagegenerate cash.

Determination of base salary for the other executive officers was set at 25% for threshold and 50% for target (which amounts were consistent with the opportunity levels provided for continuing Named Executive Officers in the prior year). At the time each of these target and threshold levels was approved for fiscal 2015, the Compensation Committee believed them to be reasonably competitive for each position.Actual Cash Awards

In the first quarter of fiscal 2016,2019, the Compensation Committee determined that the Company'sCompany’s earnings from operations (as described above) for fiscal 2018 was $93,919,000, after giving effect to adjustments approved by the last three quartersCompensation Committee to exclude (i) $8.5 million for asset impairment charges, (ii) $11.4 million for losses on lease terminations, (iii) $6.5 million for negative impacts related to accounting standard changes, and (iv) $2.4 million for legal settlement charges (as specified in the original formula established by the Compensation Committee). In the first quarter of fiscal 2015 was $127.9 million, and2019, the Compensation Committee determined that the Company'sCompany’s licensing segment earnings from operations (as described above) for allfiscal 2018 was $82,421,000, after giving effect to an adjustment approved by the Compensation Committee to exclude $6.5 million for negative impacts related to accounting standard changes (as specified in the original formula established by the Compensation Committee). Applying the payout percentages above, the Company’s performance resulted in a cash incentive award for fiscal 2018 of fiscal 2015 was $125.9 million. Accordingly, the potential maximum payout opportunity$3,747,750 for Mr. Paul Marciano, was 311% of base salary (or $4,671,335),$3,600,000 for Mr. Reddy was 48% of base salary (or $217,411),Herrero, and $787,500 for Mr. RelichReddy.

The Compensation Committee determined that the Company’s cash flow from operations (as described above) for fiscal 2018 was 47% of base salary (or $281,356). Ms. Ernster$148,370,000, and that each Named Executive Officer’s annual cash incentive amount as set forth in the preceding paragraph was not eligible to

receive an individualgreater than the applicable maximum for each executive based on that cash award for fiscal 2015 due to her separationflow from the Company prior to year-end.

Determination of Actual Cash Awards for Fiscal 2015

        Once the maximum payout levels are established,operations result. Accordingly, the Compensation Committee then determines actual cash payouts for each participating Named Executive Officer (subject to the calculated maximum payout level fordetermined that executive). The Compensation Committee bases its final cash award decision on its subjective assessment of the Company's overall financial performance for the fiscal year, each Named Executive Officer's individual performance for the fiscal year and other factors that the Compensation Committee determines warrant consideration, such as global economic and competitive conditions.

        For fiscal 2015, although the Compensation Committee reviewed the Company's financial results in detail, it did not directly link all or any portion of the Named Executive Officers'Officer’s annual cash incentive awards to the achievement or failure to achieve any specific goal or assign a specific weighting to any particular financial measure. Instead, the Compensation Committee considered the financial resultsfor fiscal 2018 would be as set forth in the context of the economic and competitive environment, with a focus on both near-term results and the long-term health and positioning of the Company. In particular, the Compensation Committee reviewed the Company's earnings, revenues, expenses, margins, return on invested capital, segment performance, cash flows and total shareholder return for fiscal 2015. The Compensation Committee also considered its subjective assessment of the Company's overall financial position at year-end.preceding paragraph.

 In addition, the Compensation Committee evaluated each individual Named Executive Officer's performance during the fiscal year, taking into account the individual's contributions to the Company's various strategic initiatives, such as growth, profitability, omni-channel, supply chain, planning and allocation, design, marketing and organizational development initiatives. The Compensation Committee gave no specific weighting to any particular performance measure and evaluated individual performance in a non-formulaic manner.

        The Compensation Committee also acknowledged management's dedication to the long-term success of the Company, as demonstrated by management's continuing effort to strategically execute on the Company's long-term global expansion strategy and its commitment to protect the Guess brand, even during a period of particularly difficult economic and market conditions. However, despite these positive achievements and strong management team performance in many areas, the Compensation Committee recognized that the Company did not achieve its original financial expectations for fiscal 2015, including revenues (which declined 6% over the prior year) and diluted earnings per share (which declined 38% over the prior year to $1.11 per share).39

Long-Term Equity Incentive Awards for Fiscal 2015

The Company'sCompany’s philosophy is that the Named Executive Officers'Officers’ long-term compensation should be directly linked to the value provided to our shareholders. Therefore, 100% of the Named Executive Officers'Officers’ long-term compensation is currently awarded in the form of stock options, and restricted stock (or, in the case of Mr. Paul Marciano,and/or restricted stock units).units. The Compensation Committee has the authority to grant stock options, restricted stock, restricted stock units and other awards under the Company'sCompany’s 2004 Equity Incentive Plan. The fiscal 20152018 equity awards granted to Mr. Paul Marcianothe Named Executive Officers are described under "—Equity Awards for Mr. Paul Marciano for Fiscal 2015" below.

Restricted Stock.

        Stock Options.The Company generally makes a portionCompensation Committee primarily utilizes restricted stock (or restricted stock units) as the main component of its long-term incentive grants to our Named Executive Officers (other than Mr. Paul Marciano) in the formOfficers. Use of stock options with an exercise price that is equal to the closing price of a share of the Company's Common Stock on the NYSE on the grant date. The Compensation Committee utilizes stock options to help ensure that the Named Executive Officers will realize value only if our shareholders realize value on their shares. Stock options also foster retention of key executives since the awards generally vest over the four-year period following the performance period.

        Restricted Stock.    The Compensation Committee uses restricted stock (or restricted stock units) in addition toinstead of stock options to reducereduces the level of potential share dilution that would otherwise develop if larger stock option awards were granted. The Compensation Committee also uses restricted stock awards as a retention incentive as they generally vest over a multi-year period. For fiscal 2018, the four-year period followingCompensation Committee granted restricted stock unit awards to the performance period.Named Executive Officers that were subject to both performance-based and time-based vesting requirements to provide additional incentives to achieve specified financial goals. In addition, restricted stock promotes commonality of interests between management and shareholders since the awards expose the recipient to both upside and downside risk based on the value of the Company'sCompany’s Common Stock over time.

Stock Options.

The Compensation Committee also granted a portion of its long-term incentive grant to Mr. Reddy in the form of stock options with an exercise price that is equal to the closing price of a share of the Company’s Common Stock on the NYSE on the grant date. The Compensation Committee utilizes stock options to help ensure that the executive will realize value only if our shareholders realize value through stock price appreciation after the grant date. Stock options also foster retention of key executives since the awards generally vest over the four-year period following the performance period. The Company did not, however, include stock options in the annual equity award mix for Mr. Paul Marciano or for Mr. Herrero because of the views of certain shareholders and shareholder advisory groups that stock options are not “performance-based” regardless of the fact that the value of the Company’s stock must appreciate after the grant date of the options in order for the options to have value.

Equity Awards for the Named Executive Officers Other Than Mr. Paul Marciano and Mr. Herrero for Fiscal 20152018

        LikeIn April 2017, the annual cashCompensation Committee granted awards of restricted stock units to Mr. Paul Marciano and Mr. Herrero pursuant to the terms of the executives’ employment agreements. The awards were separated into three different award types so that different vesting requirements could be used for different portions of the awards. Each of the awards was subject to both time- and performance-based vesting requirements, with approximately one-third of the total award value considered by the Compensation Committee allocated to each of the three award types. The awards were determined by the Compensation Committee to be, in light of the executives’ role with the Company, an appropriate incentive award program,for the executive both to achieve the specific performance goals identified below and to continue employment with the Company through the vesting period.

Licensing Award and Revenue Award. The first restricted stock unit awards granted to Mr. Paul Marciano and Mr. Herrero were eligible to vest if the Company achieved a threshold performance goal for fiscal 2015,2018. Mr. Paul Marciano’s award, which consists of 110,664 restricted stock units (the “2018 Licensing Award”), was eligible to vest if the Company’s earnings from operations from its licensing segment for fiscal 2018 (excluding the impact of certain specified legal, restructuring, store impairment, acquisition, disposition and accounting related matters) exceeded a threshold amount established by the Compensation Committee of $64.4 million, and Mr. Herrero’s award, which consists of 125,449 restricted stock units (the “2018 Revenue Award”), was eligible

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to vest if the Company’s total revenue (excluding net royalties and the impact of certain specified accounting and currency related matters) for fiscal 2018 exceeded a threshold amount established by the Compensation Committee of $1.98 billion. If the applicable threshold goals were met, the awards would be scheduled to vest in three equal installments on each of January 30, 2018, January 30, 2019 and January 30, 2020.

The Compensation Committee believes that Mr. Paul Marciano continues to make substantial contributions to the Company’s licensing segment. Earnings from operations derived from the Company’s licensing segment was selected as the performance measure for this award as a way to further link Mr. Paul Marciano’s incentives to the performance of that segment of the Company’s business. Earnings from operations is also a consistently applied, easily understood and widely used metric that provides a measurement of operating performance that excludes certain non-operational factors. Following the end of fiscal 2018, the Compensation Committee determined that the Company’s licensing segment earnings from operations for fiscal 2018 was $82.4 million (after giving effect to an adjustment required pursuant to the terms of the award to exclude $6.5 million for negative impacts related to accounting standard changes), meaning that the threshold level had been achieved. Accordingly, one-third of the award vested upon the Compensation Committee’s determination, and the remaining two-thirds is scheduled to vest as described above.

For Mr. Herrero, the Company’s total revenue (excluding net royalties and the impact of certain specified accounting and currency related matters) was selected as the performance measure for this award as a way to further link Mr. Herrero’s compensation to the performance of the Company as a whole. Following the end of fiscal 2018, the Compensation Committee determined that the Company’s total revenue (excluding royalties and after giving effect to an adjustment required pursuant to the terms of the award to exclude the impact of currency fluctuations) for fiscal 2018 was $2.186 billion, meaning that the threshold level had been achieved. Accordingly, one-third of the award vested upon the Compensation Committee’s determination, and the remaining two-thirds is scheduled to vest as described above.

Relative TSR Performance Awards. The second restricted stock unit awards granted to Mr. Paul Marciano and Mr. Herrero (the “2018 Relative TSR Awards”) are subject to a relative TSR vesting requirement that compares the Company’s TSR over a three-year performance period consisting of the Company’s 2018, 2019 and 2020 fiscal years to the TSRs of a group of peer companies selected by the Compensation Committee. The use of a TSR vesting metric addresses prior feedback from shareholders that shareholders wanted to see (1) performance metrics that more closely link executive pay with shareholder value, such as TSR, and (2) longer performance periods for performance-based equity awards. Similar to fiscal 2017, in structuring these executives’ long-term incentive opportunities for fiscal 2018, the Compensation Committee decided to base these awards on the Company’s relative TSR and to provide for a three-year performance period. The Compensation Committee believes this structure helps to further align these executives’ interests with those of our shareholders.

Mr. Paul Marciano’s 2018 Relative TSR Award consists of 116,245 restricted stock units at the “target” level of performance, and Mr. Herrero’s 2018 Relative TSR Award consists of 131,775 restricted stock units at the “target” level of performance.

Between zero and 150% of the target number of restricted stock units subject to each 2018 Relative TSR Award will vest based on the Company’s TSR compared to the TSRs for the peer group of companies for the three-year performance period as follows:

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The percentage of target restricted stock units that vest will be determined by linear interpolation if the Company’s TSR percentile is between the levels noted above. The portion of the award that is credited to the executive based on the Company’s relative TSR performance will be eligible to vest as of the last day of the three year performance period. A dollar denominated payment cap was also imposed on the awards such that, in all events, the number of restricted stock units subject to each 2018 Relative TSR Award that vest will not exceed the number of restricted stock units determined by dividing a specified dollar amount ($3,705,000 as to Mr. Paul Marciano’s award and $4,200,000 as to Mr. Herrero’s award) by the closing price of a share of the Company’s Common Stock on the applicable vesting date.

The peer group of companies used for purposes of the 2018 Relative TSR Awards is the same fiscal 2018 peer group of companies identified under “—The Role of the Independent Compensation Consultant” above, except that the Compensation Committee, recognizing that company size is less relevant for TSR performance comparisons than it is for determining compensation levels and taking into account the business model of each company and whether each company competes with Guess for executive talent, determined it was appropriate to increase the number of peer companies by adding Columbia Sportswear Company, Gap Inc. and lululemon athletica inc.

LTIP Awards. The third restricted stock unit awards granted to Mr. Paul Marciano and Mr. Herrero will be eligible to vest based on the Company’s revenue (excluding the Americas Retail segment) and earnings from operations for fiscal 2020 (the “2018 LTIP Awards”). Each of Mr. Paul Marciano’s and Mr. Herrero’s 2018 LTIP Award consists of 89,606 restricted stock units at the “target” level of performance. Between zero and 200% of the target number of restricted stock units subject to each award will vest based on the Company’s performance in fiscal 2020 measured against pre-established goals, with each award being weighted 25% for revenue (excluding the Americas Retail segment) performance and 75% for earnings from operations performance (in either case, as determined in accordance with GAAP and reflected in the Company’s financial reports, in each case excluding the impact of certain specified legal, restructuring, store impairment, acquisition, disposition, accounting and currency related items). The portion of each award that is credited to the executive based on the Company’s performance in 2020 will be eligible to vest as of the last day of the performance period.

For each of the fiscal 2018 equity awards granted to Mr. Paul Marciano and Mr. Herrero described above, vesting of the award is contingent on the executive’s continued service to the Company through the applicable vesting date, although this service-based vesting requirement would be deemed met if the executive’s employment terminates in certain circumstances set forth in the applicable award agreement.

Equity Awards for Mr. Reddy for Fiscal 2018

As in prior years, the Compensation Committee utilized a two-tier approach for equity awards to Named Executive Officers (other than Mr. Paul Marciano)Reddy for fiscal 2018 that gives the Compensation Committee greater flexibility to consider all aspects of performance and other factors the Compensation Committee considers relevant, within a framework that is intended to preserve the Company's tax deduction for qualified performance-based restricted stock under Section 162(m) of the Internal Revenue Code. Like the cash program,relevant. Under this approach, the Compensation Committee approves pre-established formulas to determine the maximum value of the equity incentive opportunities that may be awarded to each Named Executive Officer,Mr. Reddy, then exercises its discretion in determining the number of shares to be subject to the actual equity awards, which will be at levels at or below the calculated maximum award levels. The maximum number of shares of the Company'sCompany’s Common Stock subject to each annual award is intended to create a meaningful opportunity for stock ownership in light of the Named Executive Officer'sMr. Reddy’s current position with the Company, the size of comparable awards to comparable executives at our peer group companies, and the individual'sMr. Reddy’s personal performance in recent periods. The Compensation Committee believes that the mix of equity award types, which currently provides a heavier emphasis on restricted stock than on stock options (as more fully described below), supports its retention and performance objectives and provides a balanced risk/reward approach, while maintaining a strong alignment between the interests of the Named Executive Officers and those of our shareholders.

Calculation of Maximum Eligible Equity Awards for Fiscal 2015.    For fiscal 2015,2018. In April 2017, the Compensation Committee established maximum equity incentive opportunities in the form of stock options and restricted stock for each of the Named Executive Officers (other than Mr. Paul Marciano)Reddy pursuant to a specific formula tied to the Company's earningsCompany’s cash flow from operations (excluding the impact of certain specified legal, restructuring, store impairment, acquisition, disposition and accounting related matters) for the last three quarters of fiscal 2015.2018. The maximum individual equity award opportunities for participating Named Executive OfficersMr. Reddy for fiscal 2015 were as follows: for Mr. Reddy,2018

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consisted of a maximum stock option award opportunity value equal to the lesser of 0.05%0.21% of earningscash flow from operations for the last three quarters of fiscal 20152018 or 20%30% of base salary and a maximum restricted stock award opportunity value equal to the lesser of 0.13%0.55% of earningscash flow from operations for the last three quarters of fiscal 20152018 or 60%80% of base salary; for Mr. Relich, a maximum stock option award opportunity value equal to the lesser of 0.06% of earnings from operations for the last three quarters of fiscal 2015 or 20% of base salary and a maximum restricted stock award opportunity value equal to the lesser of 0.18% of earnings from operations for the last three quarters of fiscal 2015 or 60% of base salary; and for Ms. Ernster, a maximum stock option award opportunity value equal to the lesser of 0.07% of earnings from operations for the last

three quarters of fiscal 2015 or 20% of base salary and a maximum restricted stock award opportunity value equal to the lesser of 0.20% of earnings from operations for the last three quarters of fiscal 2015 or 60% of base salary. The percentage of base salary level in each case was the same as the level used under the fiscal 2014 annual incentive program for continuing Named Executive Officers.

In the first quarter of fiscal 2016,2019, the Compensation Committee determined the Company's earningsCompany’s cash flow from operations (as described above) for the last three quarters of fiscal 20152018 was $127.9$148.4 million, which resulted in potentialthe maximum grant date stock option value for Mr. Reddy being 30% of his base salary (or $157,500), and the maximum grant date restricted stock award opportunity values as follows:value for Mr. Reddy maximum stock option and restricted stock award values equal to 14% and 37%being 80% of his base salary respectively; and for Mr. Relich, maximum stock option and restricted stock award values equal to 13% and 38% of base salary, respectively. Ms. Ernster was not eligible to receive equity awards for fiscal 2015 due to her separation from the Company prior to year-end.(or $420,000). These maximum award opportunities were then converted from dollar amounts to shares, with stock options valued using the Black Scholes Model and restricted stock valued at the closing price of the Company'sCompany’s unrestricted Common Stock on the NYSE, in each case on a pre-determined measurement date with respect to the grant date. For fiscal 2015,2018, the grant date occurred on April 2, 2015,March 30, 2018, the date of the first quarter Compensation Committee meeting where the Compensation Committee approved the awards, and the pre-determined measurement date occurred five business days prior to the grant date in order to allow the Compensation Committee sufficient time to review final maximum share and option opportunities prior to making its final award decisions.

Determination of Actual Equity Awards for Fiscal 2015.2018. Once the maximum payout levels are established, the Compensation Committee then determines actual equity awards for each participating Named Executive Officer (other than Mr. Paul Marciano)Reddy under the annual equity program (subject to the calculated maximum payout levels for that executive) using the samelevels) based on its review and subjective assessment process as used forof the annual cash incentive award program described in detail under "—Annual Cash Incentive Awards for Fiscal 2015" above.

        Likeexecutive’s performance during the annual cash incentive award program for fiscal 2015, theyear. The Compensation Committee gave nodoes not give any specific weighting to any particular performance measure considered for fiscal 2015 for equity awardscriterion and evaluatedevaluates individual performance in a non-formulaic manner, making an overall subjective assessment of Company and individual performance during the year. WhileBased on its review, including its assessment of the significant individual efforts exhibited by Mr. Reddy, the Compensation Committee did not award cash bonuses to any of the Named Executive Officers (including Mr. Paul Marciano) for fiscal 2015, it decided to provide equity awards to Mr. Reddy and Mr. Relich with grant-date values that were nearapproximately equal to the maximum eligible payout levels described above. The Compensation Committee believes that the grant of equity awards at these levels, when combined with the lack of cash bonus awards for fiscal 2015, resulted in total direct compensation levels for Mr. Reddy and Mr. Relich that are well below the median total direct target compensation levels for comparable positions in the Company's peer group (based on publicly-available data for the peer group companies provided by FW Cook). As mentioned above, Ms. Ernster was not eligible to receive equity awards for fiscal 2015 due to her separation from the Company prior to year-end.

        The Compensation Committee's decision to provide equity awards at these levels (while paying no cash bonus awards) was intended to strike a balance of recognizing the contributions of Mr. Reddy and Mr. Relich during a time of difficult economic and market conditions, while recognizing that the Company did not achieve its original financial expectations for the year. The Compensation Committee believes that the fiscal 2015 equity awards provide the added benefits over cash awards of helping to further align the interests of management with shareholders (since their ultimate value depends on share price) and helping to foster a long-term approach (since the awards vest over a number of years).

The actual equity awards approved by the Compensation Committee for the Named Executive Officers Mr. Reddywith respect to fiscal 20152018 performance are presented in footnote (2)(4) to the "Grants“Grants of Plan-Based Awards in Fiscal 2015"2018” table below. In accordance with applicable SEC rules, the "Grants

“Grants of Plan-Based Awards in Fiscal 2015"2018” table reflects equity awards actually granted by the Companyin fiscal 2015.2018 to Mr. Reddy. The material terms of the equity awards granted to our Named Executive Officers during fiscal 20152018 are described below under "—“—Description of Plan-Based Awards."” Since our equity awards granted to Mr. Reddy in fiscal 20152018 under the annual program related to performance in fiscal 2014,2017, the basis for these awards was included in the "Compensation“Compensation Discussion and Analysis"Analysis” section of our proxy statement filed with the SEC on May 28, 201426, 2017 with respect to our 20142017 annual meeting of shareholders. The equity awards described in the preceding paragraphs, which were awarded in the first quarter of fiscal 20162019 based on fiscal 20152018 performance, will, in accordance with applicable SEC rules, be reflected in the "Grants“Grants of Plan-Based Awards"Awards” table included in our proxy statement next year with respect to our 20162019 annual meeting of shareholders.

Equity Awards for Mr. Paul Marciano for Fiscal 2015

LTIP Award. The Compensation Committee granted two awards of restricted stock units toalso awarded Mr. Paul Marciano in April 2014, the 2015 LicensingReddy a 2018 LTIP Award and the 2015 Performance Share Award, pursuant to the terms of his employment agreement. Each of these awards is subject to both time- and performance-based vesting requirements and was determined by the Compensation Committee to be, in light of Mr. Paul Marciano's role with the Company, an appropriate incentive for Mr. Paul Marciano both to achieve the specific performance goals identified below and to continue his employment with the Company through the vesting periods. The 2015 Licensing Award, consisting of 100,000 restricted stock units, would be eligible to vest only if the Company's earnings from operations derived from the Company's licensing segment for fiscal 2015 exceeded a threshold amount established by the Compensation Committee of $76.9 million. If this threshold goal was met, the awards would vest in three annual installments at the end of each of fiscal 2015, 2016 and 2017, subject to Mr. Paul Marciano's continued service as an employee or director of the Company through the applicable vesting date. The Compensation Committee believes that Mr. Paul Marciano continues to make substantial contributions to the Company's licensing segment. Earnings from operations derived from the Company's licensing segment was selected as the performance measure for this award as a way to further link Mr. Paul Marciano's incentives to the performance of that segment of the Company's business. Earnings from operations is also a consistently applied, easily understood and widely used metric that provides a measurement of operating performance that excludes certain non-operational factors. Following the end of fiscal 2015, the Compensation Committee determined that the Company's licensing segment earnings from operations for fiscal 2015 was $101.3 million, meaning that the threshold level had been achieved.

        The 2015 Performance Share Award for Mr. Paul Marciano, consisting of a target number of 159,700 restricted stock units, would be eligible to vest with respect to a percentage of that target number determined based on the Company's earnings from operations (excluding the impact of certain specified legal, restructuring, acquisition and accounting related matters) for fiscal 2015 in accordance with the following chart:

        Earnings from operations was selected as the performance measure for this award as a way to further link Mr. Paul Marciano's incentives to the Company's overall financial performance. Earnings from operations is also a consistently applied, easily understood and widely used metric that provides a measurement of operating performance that excludes certain non-operational factors. The percentage

of target restricted stock units eligible to vest would be determined by linear interpolation for performance between the levels noted above, with the maximum number of units eligible to vest being capped at 150% of the target number. The restricted stock units that were eligible to vest based on the Company’s revenue and operating income levels for fiscal 2015 performance would vest in one installment on January 31, 2017, subject2020, with similar terms to the 2018 LTIP Awards granted to Mr. Paul Marciano's continued service with the Company through that date. The numberMarciano and Mr. Herrero as described above. Mr. Reddy’s 2018 LTIP Award consisted of units subject to the award was determined by dividing $4.5 million by the average closing prices of our Common Stock over a period of twenty trading days ending on the grant date. Following the end of fiscal 2015, the Compensation Committee determined that the Company's earnings from operations for fiscal 2015 was $125.9 million, falling short of the threshold level and resulting in the forfeiture of the entire award.

Material Compensation Committee Actions After Fiscal 2015

        During the first quarter of fiscal 2016, following a shareholder outreach effort that was led by the Chairperson of the Compensation Committee, the Compensation Committee established the compensation framework and related performance measures and award opportunities for the Named Executive Officers with respect to fiscal 2016. For a further discussion of the shareholder outreach effort that was led by the Chairperson of the Compensation Committee, see "—Shareholder Engagement" above.

Fiscal 2016 Cash Incentive Opportunities

        During the first quarter of fiscal 2016, the Compensation Committee established the fiscal 2016 annual cash incentive award opportunities for the Named Executive Officers. The maximum fiscal 2016 individual cash award opportunities for each Named Executive Officer will be determined based on the Company's cash flow from operations (excluding the impact of certain specified legal, restructuring, acquisition and accounting related matters) for fiscal 2016. Each Named Executive Officer's maximum cash award opportunity for fiscal 2016 will be: for Mr. Paul Marciano, a maximum award opportunity equal to the lesser of 4.35% of cash flow from operations for fiscal 2016 or 500% of base salary; for Mr. Reddy, a maximum award opportunity equal to the lesser of 0.46% of cash flow from operations for fiscal 2016 or 150% of base salary; and for Mr. Relich, a maximum award opportunity equal to the lesser of 0.57% of cash flow from operations for fiscal 2016 or 150% of base salary. Unlike the approach used under the Bonus Plan in prior years, in which the Compensation Committee would next exercise its discretion in determining the actual cash payouts, under the fiscal 2016 cash incentive award program, each Named Executive Officer's cash incentive award will then be determined (within such maximum levels) with reference to the Company's earnings from operations (excluding the impact of certain specified legal, restructuring, acquisition and accounting related matters) for fiscal 2016. The Compensation Committee decided that this second tier approach for determining actual cash payouts would be based on earnings from operations in part to address shareholder concerns regarding a desire for less Compensation Committee discretion with respect to cash bonus awards for executives, and also because the Compensation Committee believes that earnings from operations as the measurement used to calculate maximum cash incentive opportunities helps to further link the executives' incentive opportunities to the Company's financial performance. For these purposes, the Compensation Committee established threshold, target and stretch earnings from operations goals for fiscal 2016 at levels that the Compensation Committee considered to be rigorous.

        If the Company's earnings from operations for fiscal 2016 are at the threshold level, the bonus for Mr. Paul Marciano would be 200% of base salary and the bonuses for Messrs. Reddy and Relich would be 37.5% of their respective base salary levels. If the Company's earnings from operations for fiscal 2016 are at the target level, the bonus for Mr. Paul Marciano would be 400% of base salary and the bonuses for Messrs. Reddy and Relich would be 75% of their respective base salary levels. If the Company's earnings from operations for fiscal 2016 are at the stretch level, the bonus for Mr. Paul Marciano would be 500% of base salary and the bonuses for Messrs. Reddy and Relich would be 150%

percent of their respective base salary levels. Bonus levels will be determined on a straight-line basis for earnings from operations between the stated levels. The Compensation Committee retains the ability to adjust the incentives based on its assessment of such other factors as it deems appropriate, and in all cases subject to the applicable maximum levels.

Fiscal 2016 Restricted Stock Unit and Performance Share Awards for Mr. Paul Marciano

        On May 1, 2015, the Compensation Committee approved the grant of two restricted stock unit awards for Mr. Paul Marciano under the Company's 2004 Equity Incentive Plan. Each of these awards had a grant date fair value (as computed in accordance with FASB ASC Topic 718, disregarding any estimate of forfeitures related to service-based vesting conditions) of approximately $3.25 million. Each restricted stock unit subject to these awards represents a contractual right to receive one share of the Company's Common Stock if the applicable performance-based and service-based vesting requirements are satisfied.

        The first restricted stock unit award, consisting of 175,86651,747 restricted stock units (the "Licensing and Time-Based Award"), will be eligible to vest only ifat the Company's earnings from operations from its licensing segment ("Licensing Earnings") for fiscal 2016 exceeds a threshold amount established by the Compensation Committee; provided, however, that if either a "change in control" (as defined in Mr. Paul Marciano's employment agreement) or Mr. Paul Marciano's death or "disability" (as defined in Mr. Paul Marciano's employment agreement) occurs before the last day“target” level of fiscal 2016, this performance requirement will be deemed to have been satisfied as of the date of such event. If this threshold goal is met, the Licensing and Time-Based Award will vest in three equal installments on each of January 30, 2016, January 30, 2017 and January 30, 2018, subject to Mr. Paul Marciano's continued service to the Company through the applicable vesting date.

        The second award for Mr. Paul Marciano, consisting of a target number of 183,368 restricted stock units (the "Performance Share Award"), is subject to a relative total stockholder return ("TSR") vesting requirement over a three-year performance period and is also subject to continued service requirements.performance. Between zero and 150%200% of the target number of restricted stock units subject to the award willare eligible to vest based on the Company's TSR comparedCompany’s revenue (excluding the Americas Retail segment) and earnings from operations for fiscal 2020 on terms similar to the TSRs2018 LTIP Awards, described above, for a peer groupMr. Paul Marciano and Mr. Herrero.

For each of companies approved bythe fiscal 2018 equity awards granted to Mr. Reddy described above, vesting of the award is contingent on the executive’s continued service to the Company through the applicable vesting date.

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Fiscal 2016 Annual Equity Award- Final Vesting

In fiscal 2016, the Compensation Committee forawarded Mr. Paul Marciano a restricted stock unit award that had a structure similar to the 2018 Relative TSR Award outlined above (the “2016 TSR Award”), with a three-year performance period consisting of the Company'sCompany’s 2016, 2017 and 2018 fiscal years in accordance with the following chart:

        The percentage of target restricted stock units that vest will be determined by linear interpolation if the Company's TSR percentile is between the levels noted above. A dollar-denominated payment cap was also imposed on the award.years. In all events, the number of restricted stock units subject to the Performance Share Award that vest will not exceed the number of restricted stock units determined by dividing three times the grant date fair value of the award by the closing price of a share of the Company's Common Stock on the applicable vesting date.

        As described under "—Long-Term Equity Incentive Awards for Fiscal 2015—Equity Awards for Mr. Paul Marciano for Fiscal 2015" above, Mr. Paul Marciano was granted an award of restricted stock units in fiscal 2015 that was eligible to vest with respect to a percentage of the target number of units subject to the award determined based on the Company's earnings from operations for fiscal 2015, and that the restricted stock units that were eligible to vest based on fiscal 2015 performance would vest in

one installment on January 31, 2017, subject to Mr. Paul Marciano's continued employment or service with the Company through that date (as described above, Mr. Paul Marciano ultimately forfeited this award in its entirety). In response to shareholder concerns regarding a desire to see (1) performance metrics that more closely link executive pay with shareholder value, such as TSR, and (2) longer performance periods for performance-based equity awards,February 2018, the Compensation Committee decideddetermined that the performance metric applicableCompany’s TSR was in the 66.66^th percentile compared to the Performance Share AwardTSRs for Mr. Paul Marciano for fiscal 2016 would be based on the Company's relative TSR metric described above (and not based on earnings from operations) and that the Performance Share Award will vest over a three-year performance period (instead of being subject to a one-year performance period).

        The Compensation Committee approved the following peer group of companies used for purposes of the Performance Share Award:

        This peer group isaward for the same as the peer group used bythree-year performance period. As a result, the Compensation Committee for certain compensation reviews in fiscal 2015, except for the removal of Jones Group Inc., which is no longer publicly traded, and the addition of Michael Kors Holdings Limited.

        In general, ifdetermined that Mr. Paul Marciano's service toMarciano’s 2016 TSR Award vested at the Company terminates for any reason, any restricted stock units subject to the awards that have not previously vested will terminate. If Mr. Paul Marciano's employment terminates due to a termination by the Company without "cause" (as defined in Mr. Paul Marciano's employment agreement), by Mr. Paul Marciano for "good reason" (as defined in Mr. Paul Marciano's employment agreement) or due to his death or disability, any restricted stock units subject to the Licensing and Time-Based Award that became eligible to vest based on Licensing Earnings performance will become fully vested asend of the termination date. If Mr. Paul Marciano's employment terminates dueperformance period as to a termination by the Company without "cause" or by Mr. Paul Marciano for "good reason" and a "change in control" (as such terms are defined in Mr. Paul Marciano's employment agreement) has not previously occurred,133.32% of the target number of restricted stock units subject to the Performance Share Award will be pro-rated basedaward.

Material Compensation Committee Actions After Fiscal 2018

In March 2018, after a review of compensation levels for similar executive positions at the peer group of companies, the Compensation Committee increased Mr. Reddy’s annual base salary for fiscal 2019 from $525,000 to $650,000 and his target annual cash incentive amount for fiscal 2019 from 75% to 90% of his base salary. His base salary and target annual cash incentive amount had previously remained at the same levels since fiscal 2016.

As disclosed in the Company’s current report on Form 8-K filed with the portionSEC on February 20, 2018, the Board of the performance period thatDirectors and Mr. Paul Marciano was employedagreed in February 2018 that he would relinquish his day-to-day responsibilities pending the completion of an investigation of improper conduct by the Company, and such pro-rated target number of units will remain outstanding and eligible to vest at the endMr. Paul Marciano being overseen by a Special Committee of the performanceBoard comprised of two independent directors. During this period, based on the Company's relative TSR for the performance period as described above as though Mr. Paul Marciano's employment hadMarciano will not been terminated. If Mr. Paul Marciano's employment terminates due to his death or "disability" (as defined in Mr. Paul Marciano's employment agreement), the Performance Share Award will become vested as to the target number of restricted stock units subject to the award. If there is a change in control of the Company and the awards are not continued following such event or assumed or converted by the successor entity: (1) the outstanding and unvested portion of the Licensing and Time-Based Award will vest; (2) if the change in control occurs during fiscal 2016, the Performance Share Award will become vested as to the target number of restricted stock units subject to the award; and (3) if the change in control occurs during fiscal 2017 or fiscal 2018, the performance period applicable to the Performance Share Award will be deemed to have ended as of the date of the change in control and the award will become vested based on actual TSR performance for such shortened performance period. If there is a change in control of the Company and the