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EX-99.1 - GUESS INC | v183002_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 30, 2010
GUESS?,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
1-11893
|
95-3679695
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
1444
S. Alameda Street Los Angeles, California 90021
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (213) 765-3100
Not
applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
|
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On
April 30, 2010, Guess?, Inc. (the “Company”) announced the resignation of
non-employee director Alice T. Kane, effective immediately. At the
time of her resignation, Ms. Kane was Chair of the Nominating and Governance
Committee and a member of the Audit Committee. The circumstances of
Ms. Kane’s resignation are set out in a press release, a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
(d) Also
on April 30, 2010, the Company announced that the Board of Directors (the
“Board”) of the Company, upon recommendation of the Company’s Nominating and
Governance Committee, has appointed Gianluca Bolla as a Class I member of the
Board, to hold office until the 2012 annual meeting of shareholders of the
Company and until his successor is elected and qualified. Mr. Bolla
was also named to serve on the Audit and Nominating and Governance Committees of
the Board.
Mr.
Bolla, age 51, 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. From 1988 until 2007, Mr. Bolla held a number of
executive positions with various subsidiaries of Barilla Holding S.p.A.
(“Barilla”), a privately-held Italian food company with global revenues 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 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.
As the
Company continues its global expansion throughout Europe and beyond, Mr. Bolla’s
experience as the chief executive officer of a large global business based in
Italy will provide the Board with a valuable and unique perspective into
international growth and management.
Item
9.01. Financial Statements and Exhibits.
(d)
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Exhibits.
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99.1
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Press
Release of Guess?, Inc. dated April 30, 2010 (resignation of director and
appointment of director)
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2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Guess?, Inc. has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: April 30, 2010 | GUESS?, INC. | ||
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By:
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/s/ Carlos Alberini | |
Carlos Alberini | |||
President and Chief Operating Officer |
3
EXHIBIT
INDEX
Exhibit No.
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Description
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99.1
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Press
Release of Guess?, Inc. dated April 30, 2010 (resignation of director and
appointment of
director)
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4