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A:	The Board of Directors is providing these proxy materials for you in connection with the Annual Meeting, which will take place on June 26, 2014. As a shareholder as of May 7, 2014, 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.

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.

A:	A copy of the Company’s fiscal 2014 Annual Report on Form 10-K is enclosed.

A:	(1)   The election of three nominees to serve on the Board;

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(2)	The approval of an amendment and restatement of the Guess?, Inc. 2004 Equity Incentive Plan;

(3)	An advisory vote on the compensation of our named executive officers; and

(4)	The ratification of the appointment of Ernst & Young LLP as the independent auditor of the Company for the fiscal year ending January 31, 2015 (“fiscal 2015”).

A:

The Board recommends a vote FOR the nominees, FOR the approval of the amendment and restatement of the Guess?, Inc. 2004 Equity Incentive Plan, FOR the advisory resolution approving the compensation of the named executive officers, and FOR the ratification of the appointment of Ernst & Young LLP as the independent auditor of the Company for fiscal 2015. Unless instructed to the contrary in the proxy, the shares represented by the proxies will be voted as recommended by the Board.

A:	Shareholders as of the close of business on May 7, 2014 (the “Record Date”) are entitled to vote at the Annual Meeting.

A:	As of the Record Date, 85,249,637 shares of common stock (the “Common Stock”) of the Company, the only voting securities of the Company, were issued and outstanding. Every shareholder of Common Stock is entitled to one vote for each share held.

A:	You are eligible to vote at the Annual Meeting using one of four methods:

•	Voting by Internet.  To vote via the Internet, use the website indicated on the enclosed proxy card;

•	Voting by Telephone.  To vote by telephone, call the toll-free number on the enclosed proxy card;

•	Voting by Mail.  To vote by mail, simply mark the enclosed proxy card, date and sign it, and return it in the postage-paid envelope provided; or

•	Voting in Person.  To vote in person, you must attend the Annual Meeting and follow the procedures for voting announced at the Annual Meeting. Please note that if your shares are held by a broker or other nominee you must present a legal proxy from such broker or nominee in order to be able to vote at the Annual Meeting.

•	Notifying the Corporate Secretary of the Company in writing;

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•	Returning a later-dated proxy card;

•	Entering a later-dated Internet or telephone vote; or

•	Voting in person.

A:

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker or nominee which is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker how to vote and are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a signed proxy from the record holder giving you the right to vote these shares. Your broker or nominee has enclosed or provided a voting instruction card for you to use in directing the broker or nominee how to vote your shares.

A:	The shares on your proxy card(s) represent ALL of your shares. If you do not return your proxy card(s) or vote by Internet, telephone or in person at the Annual Meeting, your shares will not be voted.

A:	If your shares are registered differently and are in more than one account, you will receive more than one proxy card. If you intend to vote by return mail, sign and return all proxy cards to ensure that all your shares are voted. We encourage you to have all accounts registered in the same name and address (whenever possible). You can accomplish this by contacting our transfer agent:

A:	If you share an address with another shareholder, you may receive only one set of proxy materials (including our fiscal 2014 Annual Report on Form 10-K and this Proxy Statement) unless you have provided contrary instructions. If you wish to receive a separate set of proxy materials now or in the future, you may write or call us to request a separate copy of these materials at:

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A:	A “quorum” is a majority of the outstanding shares entitled to vote. They may be present at the Annual Meeting or represented by proxy. A quorum must have been established in order to consider any matter at the Annual Meeting.

A:	The three candidates for director receiving the most votes will be elected directors of the Company. Shareholders may not cumulate their votes. All other proposals require the affirmative “for” vote of a majority of those shares present in person or represented by proxy and entitled to vote on those proposals at the Annual Meeting.

A:

If you hold your shares in street name and you do not provide your broker with specific voting instructions, your broker may vote your shares only with respect to certain matters considered routine. The uncontested election of directors, the proposal to approve the amendment and restatement of the Guess?, Inc. 2004 Equity Incentive Plan and the advisory vote on executive compensation are not considered routine matters. Therefore, if you hold your shares in street name and you do not instruct your broker how to vote with respect to the election of directors (Proposal No. 1), the proposal to approve an amendment and restatement of the Guess?, Inc. 2004 Equity Incentive Plan (Proposal No. 2), or the advisory vote on the compensation of our named executive officers (Proposal No. 3), no votes will be cast on your behalf for these matters. These “broker non-votes” will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum, but not as shares entitled to vote on a particular proposal. Your broker is expected to have discretion to vote any uninstructed shares on the proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent auditor (Proposal No. 4).

A:	Although we do not know of any business to be considered at the Annual Meeting other than the proposals described in this Proxy Statement, if any other business is presented at the Annual Meeting, your signed proxy card will give authority to each of Michael Relich, our Chief Operating Officer, and Jason T. Miller, our General Counsel and Secretary, to vote on such matters at their discretion.

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Q:	What is the deadline to propose actions for consideration at next year’s annual meeting of shareholders or to nominate individuals to serve as directors?

A:	You may submit proposals, including director nominations, for consideration at future shareholder meetings as follows:

•	Not earlier than March 27, 2015, and

•	Not later than the close of business on April 27, 2015.

A:	This solicitation is made by mail on behalf of the Board of Directors. Costs of the solicitation will be borne by the Company. Further solicitation of proxies may be made by mail, telephone, facsimile, electronic mail or personal interview by the directors, officers and employees of the

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A:	We intend to announce preliminary voting results at the Annual Meeting and publish preliminary and/or final voting results (as available) in a Current Report on Form 8-K within four business days following the Annual Meeting.

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 at bod@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.

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.

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Extension of Plan Term. The Company’s authority to grant new awards under the 2004 Equity Incentive Plan, as previously in effect, expired on April 9, 2014. The proposed amended and restated 2004 Equity Incentive Plan would reinstate the Company’s ability to grant new awards under the plan through May 20, 2024. If shareholders do not approve this 2004 Equity Incentive Plan proposal, the Company will continue to no longer have the ability to grant new awards under the plan effective as of April 9, 2014.

•

Decrease in Aggregate Share Limit. The 2004 Equity Incentive Plan currently limits the aggregate number of shares of the Company’s Common Stock that may be delivered pursuant to awards granted under the 2004 Equity Incentive Plan to 20,000,000 shares. The proposed amended and restated 2004 Equity Incentive Plan would decrease the aggregate number of shares of the Company’s Common Stock available for award grants under the 2004 Equity Incentive Plan by 5,000,000 shares so that the new aggregate share limit for the 2004 Equity Incentive Plan would be 15,000,000 shares. The proposed amended and restated 2004 Equity Incentive Plan would also make certain other changes in the 2004 Equity Incentive Plan share counting rules, as described under “Authorized Shares; Limits on Awards” below.

•

Extension of Special Performance-Based Award Feature. One feature of the 2004 Equity Incentive Plan is that it enables the Company to grant certain performance-based awards designed to satisfy the requirements for deductibility of compensation under Section 162(m) (“Section 162(m)”) of the U.S. Internal Revenue Code (the “Internal Revenue Code”). These awards are referred to as “Special Performance—Based Awards” and are in addition to stock options and stock appreciation rights (“SARs”), separately authorized under the 2004 Equity Incentive Plan, that may also qualify as performance-based compensation for Section 162(m) purposes. See “Summary Description of the 2004 Equity Incentive Plan-Special Performance-Based Awards” below. If shareholders approve the 2004 Equity Incentive Plan proposal, the Special Performance-Based Award feature of the 2004 Equity Incentive Plan will be renewed and extended through the first annual meeting of the Company’s shareholders that occurs in 2019 (this expiration time is earlier than the general expiration date of the 2004 Equity Incentive Plan (as proposed to be amended pursuant to this proposal) and is required under applicable tax rules).

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•	to select participants and determine the type(s) of award(s) that they are to receive;

•	to determine the number of shares that are to be subject to awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award;

•	to determine the terms and conditions of each award, including, without limitation, those related to vesting, forfeiture, payment and exercisability, and including the authority to amend the terms and conditions of an award after the granting thereof to a participant in a manner that is not prejudicial to the rights of such participant in such award;

•	to specify and approve the provisions of the award agreements delivered to participants in connection with their awards; and

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to construe and interpret any award agreement delivered under the 2004 Equity Incentive Plan, to prescribe, amend and rescind rules and procedures relating to the 2004 Equity Incentive Plan, to vary the terms of awards to take account of tax, securities law and other regulatory requirements of foreign jurisdictions, and to make all other determinations and to formulate such procedures as may be necessary or advisable for the administration of the 2004 Equity Incentive Plan.

•	The maximum number of shares that may be delivered pursuant to options qualified as incentive stock options granted under the plan is 10,000,000 shares. For purposes of clarity, any shares that are delivered pursuant to incentive stock options also count against (and are not in addition to) the aggregate 2004 Equity Incentive Plan share limit described above.

•	The maximum number of shares subject to those options and SARs that may be granted during any calendar year to a participant under the plan is 1,000,000 shares.

•	The maximum number of shares of Common Stock that may be delivered pursuant to performance-based awards within the meaning of Section 162(m) (other than qualifying options and qualifying SARs and other than cash awards covered by the following sentence) that may be granted to a participant in any calendar year shall not exceed 1,000,000 shares, either individually or in the aggregate.

•	Special Performance-Based Awards under Section 13 of the 2004 Equity Incentive Plan payable only in cash and not related to shares and paid to a participant in any fiscal year of the Company will not provide for payment of more than $5,000,000.

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(a) for awards granted prior to September 28, 2007, an acquisition by any person of beneficial ownership of 20% or more of the voting stock of the Company, and (b) for awards granted on or after September 28, 2007, an acquisition by any person of beneficial ownership of both (i) 35% or more of the voting stock of the Company and (ii) more shares of Common Stock or voting power of the Company than are at such time beneficially owned by Maurice Marciano, Paul Marciano and certain members of their family and affiliates;

•	certain changes in a majority of the Board;

•	a liquidation or dissolution of the Company, or a sale of all or substantially all of the Company’s assets; or

•	a merger or consolidation of the Company involving more than a 20% change in ownership.

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•	711,100 shares in fiscal 2012 (of which 384,600 shares were subject to stock option awards, 326,500 shares were subject to restricted stock and restricted stock unit awards (excluding performance-based vesting awards) and no shares were subject to performance-based vesting restricted stock and restricted stock unit awards;

•	1,043,400 shares in fiscal 2013 (of which 421,800 shares were subject to stock option awards, 621,600 shares were subject to restricted stock and restricted stock unit awards (excluding performance-based vesting awards) and no shares were subject to performance-based vesting restricted stock and restricted stock unit awards;

•	1,361,850 shares in fiscal 2014 (of which 583,500 shares were subject to stock option awards, 534,650 shares were subject to restricted stock and restricted stock unit awards (excluding performance-based vesting awards) and 243,700 shares were subject to performance-based vesting restricted stock unit awards; and

•	948,100 shares in fiscal 2015 through May 7, 2014 (of which 382,700 shares were subject to stock option awards, 305,700 shares were subject to restricted stock and restricted stock

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(1)	This number includes all of the Named Executive Officers other than Nigel Kershaw and Chet Kuchinad, who are no longer executive officers of the Company.

(2)	Kay Isaacson-Leibowitz, Maurice Marciano and Alex Yemenidjian are nominees for re-election at the Annual Meeting.

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(1)	Of these shares, 1,781,926 shares were subject to outstanding stock options and 437,711 shares were subject to outstanding restricted stock units. This number does not include 524,894 shares that were subject to then-outstanding, but unvested, restricted stock awards.

(2)	This weighted-average exercise price does not reflect the 437,711 shares that will be issued upon the payment of outstanding restricted stock units.

(3)

Of these shares, (i) 12,152,486 shares were available at February 1, 2014 for future issuance under stock options, SARs, restricted stock awards, stock units, performance share awards or performance units under the Company’s 2004 Equity Incentive Plan, (ii) no shares were available for future issuance under the Company’s 1996 Equity Incentive Plan, (iii) 3,127,563 shares were available at February 1, 2014 for future issuance pursuant to the Company’s 2002 Employee Stock Purchase Plan and (iv) 860,432 shares were available at February 1, 2014 for future issuance under stock options, restricted stock and restricted stock unit awards under the Director Plan. This table does not reflect (a) the expiration of the authority to grant new awards under the 2004 Equity Incentive Plan on April 9, 2014, or (b) the reduction in the number of shares available under the 2004 Equity Incentive Plan by 5,000,000 shares if shareholders approve the 2004 Equity Incentive Plan proposal.

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•

We entered into a new employment agreement with Mr. Paul Marciano, our Chief Executive Officer, that has a three-year term and eliminates a number of features of his prior employment agreement (such as tax gross-up rights, a paid lifetime medical insurance provision, and the right to voluntarily terminate employment for any reason following a change in control and receive severance) that we believe are generally disfavored by stockholders and do not represent current market practices in executive compensation.

•	In connection with his new employment agreement, Mr. Paul Marciano received two new equity awards. Each award would vest in full only if the Company achieved a specified financial performance goal during fiscal 2014 and he remains employed with the Company through the end of fiscal 2016.

•

During the year, Michael Relich was promoted to Chief Operating Officer from his prior position as Executive Vice President and Chief Information Officer, Sandeep Reddy was promoted to Chief Financial Officer from his prior position as Vice President and European Chief Financial Officer, and Sharleen Ernster was hired into the position of Chief Design Officer, with the Committee determining the appropriate compensation packages for each executive.

•	As in prior years, our annual incentive program for fiscal 2014 included cash and equity components, with the value of awards granted to the Named Executive Officers after the end of the fiscal year generally determined based on the Compensation Committee’s assessment of performance during the fiscal year.

•	Our executive officers and directors are subject to stock ownership guidelines, which include stock holding requirements for individuals who have not satisfied the guideline level of ownership for their position, to further align the interests of our executives and directors with those of our stockholders.

•	We have a “clawback” policy pursuant to which the Board or the Compensation Committee may require reimbursement or cancellation of performance-based incentive compensation in certain circumstances if the awards are linked to financial results that are subsequently revised.

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(1)

“Audit fees” consist of fees for professional services rendered for the audit of the Company’s consolidated financial statements included in its Annual Report on Form 10-K, including the audit of internal controls required by Section 404 of the Sarbanes-Oxley Act of 2002, the review of financial statements included in Form 10-Qs, and for services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements.

(2)	“Audit related fees” consist of fees for services related to due diligence matters, employee benefit plans, certain agreed-upon procedures and other services that are reasonably related to the performance of the audit or review of the Company’s financial statements and internal controls that are not reported under “Audit fees.”

(3)	“Tax fees” consist of fees for tax compliance and tax advice. For fiscal 2014, the amount includes $341,000 for tax compliance and preparation services and $361,000 for all other tax related services. For fiscal 2013, the amount includes $292,000 for tax compliance and preparation services and $469,000 for all other tax related services.

(4)	“All other fees” consist of fees for any services not included in the first three categories.

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(1)	Maurice Marciano, Kay Isaacson-Leibowitz and Alex Yemenidjian have been nominated to stand for re-election at the Annual Meeting.

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•	the nominator’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;

•	the nominee’s name, age, business address, residence address, phone number, principal occupation and a statement of the number of shares of our Common Stock beneficially owned by the nominee during the year preceding the date of nomination;

•	a statement of the nominee’s qualifications for Board membership;

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•	a description of all arrangements or understandings between the nominator and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such nominator;

•	a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; and

•	a written consent by the nominee to being named as a nominee and to serve as a director if elected.

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

•	holds or has held a generally recognized position of leadership in community and/or chosen field of endeavor, and has demonstrated high levels of accomplishment;

•	demonstrates business acumen and experience, and ability to exercise sound business judgments in matters that relate to the current and long-term objectives of the Company;

•	ability to read and understand basic financial statements and other financial information pertaining to the Company;

•	commitment to understand the Company and its business, industry and strategic objectives;

•	commitment and ability to regularly attend and participate in meetings of the Board of Directors, Board Committees and shareholders, and to generally fulfill all responsibilities as a director of the Company;

•	willingness to represent and act in the interests of all shareholders of the Company rather than the interests of a particular group;

•	good health and ability to serve for at least five years; and

•	for prospective non-employee directors, independence under SEC and applicable NYSE rules, and the absence of any conflict of interest (whether due to a business or personal relationship) or legal impediment to, or restriction on, the nominee serving as a director.

•	whether the nominee possesses the requisite education, training and experience to qualify as “financially literate” or as an audit committee “financial expert” under applicable SEC and NYSE rules;

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•	for incumbent directors standing for re-election, the Nominating and Governance Committee will assess the incumbent director’s performance during his or her term, including the number of meetings attended, level of participation, and overall contribution to the Company; and

•	whether the prospective nominee will foster a diversity of backgrounds and experiences, and will add to or complement the Board’s existing strengths.

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•	review and approve the corporate goals and objectives relevant to the compensation of the Chief Executive Officer and other officers of the Company;

•	evaluate the Chief Executive Officer’s performance in light of such goals and objectives;

•	set officers’ compensation levels, including base salary, annual incentive opportunities, long-term incentive opportunities and benefits;

•	review and approve employment, consulting, severance or retirement arrangements and/or change in control agreements or provisions covering any current or former officers of the Company;

•	review and recommend to the Board appropriate director compensation programs for non-employee directors;

•	review its own performance and assess the adequacy of its Charter;

•	approve stock option grants and other equity-based or incentive awards;

•	the authority to retain and terminate any compensation consultant or other advisor used to assist in the evaluation of officer or director compensation, including to approve the advisor’s fees and other retention terms; and

•	produce a report of the Compensation Committee and review and recommend to management the inclusion of the Compensation Discussion and Analysis section to be included in the Company’s annual proxy statement.

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(1)

The amounts reported in Column (c) reflect the aggregate grant date fair value of stock awards granted in fiscal 2014 (disregarding any estimate of forfeitures related to service-based vesting conditions). For a discussion of the assumptions and methodologies used to calculate the amounts reported, please see the discussion of equity awards contained in Note 19 (Share-Based Compensation) to the Company’s Consolidated Financial Statements, included as part of the Company’s Fiscal 2014 Annual Report on Form 10-K.

(2)

On February 4, 2013, the Company granted each of our then-serving Non-Employee Directors, other than Gianluca Bolla, an annual award of 6,936 shares of restricted stock. Mr. Bolla (who is a non-U.S. resident) was granted an annual award of 6,936 restricted stock units. Each of the restricted stock awards had a value equal to $179,920 on the grant date, and the restricted stock unit award for Mr. Bolla had a grant date value equal to $179,989. See footnote (1) above for the assumptions used to value these awards.

(3)	The following table presents the number of shares subject to outstanding and unexercised option awards and the number of unvested stock awards held by each of our Non-Employee Directors as of February 1, 2014.

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(4)

As described in more detail under “—Maurice Marciano Retirement and Consulting Agreement” below, Maurice Marciano retired as an employee and executive of the Company immediately prior to the start of fiscal 2013, transitioning to a new role as non-executive Chairman of the Board and a consultant to the Company. The amount shown in Column (d) for fiscal 2014 for Maurice Marciano consists of consulting fees ($500,000), health insurance and related expenses ($46,658), and automobile expenses, including fuel, maintenance and insurance ($27,897). Incremental cost to the Company for each item included in Column (d), other than a portion of automobile related expenses, was calculated using the actual cost to the Company. Incremental cost to the Company for the use of a Company-owned automobile was calculated based on an Internal Revenue Service formula for valuing the use of Company-owned vehicles.

(5)	Judith Blumenthal elected not to stand for re-election when her term as a director expired at the 2013 annual meeting of shareholders.

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•	Paul Marciano, Chief Executive Officer and Vice Chairman;

•	Sharleen Ernster, Chief Design Officer;

•	Sandeep Reddy, Chief Financial Officer;

•	Michael Relich, Chief Operating Officer;

•	Nigel Kershaw, Former Interim Chief Financial Officer; and

•	Chet Kuchinad, Former Chief People Officer.

•	Competition.  The Company should provide competitive compensation opportunities so that we can attract, motivate and retain qualified executives.

•	Pay for Performance.  A substantial portion of compensation should be tied to Company (and/or particular department or segment) and individual performance.

•	Alignment with Shareholder Interests.  A substantial portion of eligible compensation should be in the form of equity awards that vest over a number of years, thus further aligning the interests of shareholders and executives.

ü	We do not have minimum award levels under our annual cash or equity incentive award plans (other than a guaranteed bonus for Ms. Ernster for fiscal 2014 as part of her new-hire package).

ü	We do not provide excise tax gross-ups on change in control payments.

ü	We do not reprice “underwater” stock options (stock options where the exercise price is above the then-current market price of our stock) without shareholder approval.

ü	Members of our senior management team, and all of our directors, are subject to stock ownership guidelines, which include stock holding requirements for individuals who have not satisfied the guideline level of ownership.

ü	We have a “clawback” policy pursuant to which the Board or the Compensation Committee may require reimbursement or cancellation of performance-based incentive compensation in certain circumstances if the awards are linked to financial results that are subsequently revised.

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ü	Our Compensation Committee retains an independent compensation consultant for independent advice and market data.

•	Made significant progress in the development of our omni-channel strategy, through technological and procedural improvements that have helped to reduce the distinction between our physical stores and our e-commerce sites, making the shopping experience more seamless for consumers. As a result, our North American e-commerce business increased by 28% during fiscal 2014 compared to the prior year;

•	Focused on improving our product offerings, including a return to the Company’s denim roots and improved speed to market initiatives;

•	Continued to capitalize on global growth opportunities, including launching a new joint venture in Brazil, establishing direct operations in Japan and continuing to develop newer markets in Northern and Eastern Europe; and

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Continued to deliver strong operating cash flows despite the difficult economic and market conditions, ending the year with over $500 million in cash and cash equivalents and virtually no debt, while returning $90 million to our shareholders through the payment of dividends and repurchases of the Company’s common stock (in addition, during the first quarter of fiscal 2015, the Company announced a 12.5% increase in our quarterly cash dividend to $0.225 per share).

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We entered into a new employment agreement with Mr. Paul Marciano that has a three-year term and eliminates a number of features of his prior employment agreement (such as tax gross-up rights, a paid lifetime medical insurance provision, and the right to voluntarily terminate employment for any reason following a change in control and receive severance) that we believe are generally disfavored by stockholders and do not represent current market practices in executive compensation. The terms of Mr. Paul Marciano’s new employment agreement are described in more detail below in this Compensation Discussion and Analysis and in the “Description of Employment Agreements” section below.

•

We also entered into a new employment offer letter with Ms. Ernster in connection with her hiring in fiscal 2014, and new agreements with Mr. Relich and Mr. Reddy in connection with their promotions during the year to Chief Operating Officer and Chief Financial Officer, respectively. The terms of these new employment agreements are described in more detail below in the applicable sections of this Compensation Discussion and Analysis and in the “Description of Employment Agreements” section below.

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As in prior years, our annual incentive program for fiscal 2014 included cash and equity components, with the value of awards granted to the Named Executive Officers after the end of the fiscal year determined based on the Compensation Committee’s assessment of performance during the fiscal year. Under the Company’s annual performance-based cash award program for fiscal 2014, the Compensation Committee awarded cash bonuses to the Named Executive Officers as follows: at less than half the target amount for Mr. Paul Marciano; at target for Ms. Ernster (Ms. Ernster’s first year bonus was guaranteed pursuant to the terms of her employment offer letter); and at less than the target amount for Mr. Relich and Mr. Reddy (based on his new salary as Chief Financial Officer).

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The Compensation Committee determined to provide equity awards to the Named Executive Officers (excluding Mr. Paul Marciano) under the annual performance-based program with grant-date values as follows: at less than half the target amount for Ms. Ernster; at the target pay-out level for Mr. Reddy; and at the maximum pay-out level for Mr. Relich (including a discretionary portion as described herein). These awards were granted in the form of stock options and restricted stock awards.

•	In connection with his new employment agreement, Mr. Paul Marciano received two new equity awards. Each award would vest in full only if the Company achieved a specified financial performance goal during fiscal 2014 and he remains employed with the Company through the end of fiscal 2016.

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•	In connection with Mr. Paul Marciano’s new employment agreement, the Company’s Supplemental Executive Retirement Plan (“SERP”) was amended to cap the amount of Mr. Paul Marciano’s compensation that may be taken into account under the SERP, in order to limit the amount of the total benefit he may accrue under the SERP.

•	Ms. Ernster, Mr. Reddy and Mr. Relich also received stock option and restricted stock awards with annual four-year vesting under the terms of their respective new employment offer letters.

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(1)

SEC filings sometimes “incorporate information by reference.” This means the Company is referring you to information that has previously been filed with the SEC, and that this information should be considered as part of the filing you are reading. Unless the Company specifically states otherwise, this report shall not be deemed to be incorporated by reference and shall not constitute soliciting material or otherwise be considered filed under the Securities Act of 1933 or the Exchange Act.

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(1)	Salary amounts for fiscal 2013 include an extra week of pay due to the extra 53rd week in fiscal 2013.

(2)

In accordance with the SEC’s disclosure rules, the amounts reported in Columns (e) and (f) above reflect the aggregate grant date fair value of stock awards and option awards, respectively, computed in accordance with FASB ASC Topic 718 and granted during each fiscal year (disregarding any estimate of forfeitures related to service-based vesting conditions). For a discussion of the assumptions and methodologies used to calculate the amounts reported in Columns (e) and (f), please see (i) the discussion of equity incentive awards granted during fiscal 2014 contained in Note 19 (Share-Based Compensation) to the Company’s Consolidated Financial Statements, included as part of the Company’s Fiscal 2014 Annual Report on Form 10-K, and (ii) the similar Share-Based Compensation notes contained in the Company’s Consolidated Financial Statements, included as part of the Company’s Annual Reports on Form 10-K for prior fiscal years as to the equity awards granted during those years. Except as described in the following paragraph, the grant-date fair value of all awards assumes that the highest level of performance conditions will be achieved. Under generally accepted accounting principles, compensation expense with respect to stock awards and option awards granted to our employees and directors is generally recognized over the vesting periods applicable to the awards.

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(3)

The amounts reported in Column (g) above reflect the aggregate dollar amounts paid to Named Executive Officers as cash incentive awards with respect to performance for the covered fiscal years under the terms of the Company’s Bonus Plan and 2004 Equity Incentive Plan. The cash incentive awards reported in Column (g) for each fiscal year were generally paid in the first quarter of the following fiscal year. For example, the cash payouts for fiscal 2014 were paid in the first quarter of fiscal 2015.

(4)

Amounts reported in Column (h) represent the annual changes in the actuarial present value of Mr. Paul Marciano’s accrued aggregate pension benefit with respect to the Company’s Supplemental Executive Retirement Plan, or SERP. The reported amount for each of fiscal 2013 and fiscal 2014 for Mr. Paul Marciano is $0 because the actuarial present value of Mr. Paul Marciano’s benefit actually decreased (i.e., it was a negative number) during each of these years. The amount of the decrease for fiscal 2014 was $9,641,030. Of this decrease, $4,573,686 was due to an underestimate of the amount by which the value of Mr. Paul Marciano’s benefit had actually decreased during fiscal 2013 (i.e., the fiscal 2013 decrease was $9,962,474 instead of the $5,388,788 decrease estimated in the Company’s 2013 proxy statement). The remaining portion of the decrease related primarily to lower performance-based cash bonuses paid during fiscal 2014 (with respect to fiscal 2013 performance) than during fiscal 2011, resulting in lower average compensation levels during the most recent three-year measurement period. The actuarial present value of accrued benefits is based on the RP 2000 Mortality Table; a discount rate of 4.0% for fiscal 2012 and 2013 and 4.25% for fiscal 2014; and an assumed retirement age of 65 for fiscal 2012 and 70 for fiscal 2013 and 2014. The assumptions used are the same as those used for financial reporting purposes and contained in Note 12 (Supplemental Executive Retirement Plan) to the Company’s Consolidated Financial Statements, included as part of the Company’s Fiscal 2014 Annual Report on Form 10-K. See the “Pension Benefits Table—Fiscal 2014” below.

(5)

Amounts shown in Column (i) for fiscal 2014 consist of, for (i) Mr. Paul Marciano, home security ($131,254), automobile expenses, including fuel, maintenance and insurance ($46,350), health insurance related expenses, life insurance ($15,400), reimbursement of legal fees incurred by Mr. Paul Marciano in connection with his new employment agreement and matching contributions to the Company’s 401(k) Plan, (ii) Sharleen Ernster, relocation expenses ($25,550) and health insurance related expenses, (iii) Sandeep Reddy, Swiss expenses related to his prior assignment in Switzerland (including a cost of living adjustment ($61,674), housing expenses ($55,488), automobile expenses and tax equalization amounts), relocation expenses ($78,038, including $21,798 for related taxes), health insurance related expenses and matching contributions to the Company’s 401(k) Plan, (iv) Michael Relich, health insurance related expenses and matching contributions to the Company’s 401(k) Plan, (v) Nigel Kershaw, health insurance related expenses and matching contributions to the Company’s 401(k) Plan, and (vi) Chet Kuchinad, health insurance related expenses, automobile expenses, relocation expenses and matching contributions to the Company’s 401(k) Plan. Incremental cost for each item included in Column (i) other than a portion of automobile related expenses for Mr. Paul Marciano was calculated using the actual cost to the Company. Incremental cost to the Company for the use of Company-owned automobiles was calculated based on an Internal Revenue Service formula for valuing the use of Company-owned vehicles. Amounts related to Mr. Reddy’s prior assignment in Switzerland were converted to U.S. Dollars from Swiss Francs by using the average monthly exchange rates for 2013.

(6)

Sharleen Ernster joined the Company as Chief Design Officer on June 3, 2013. The amount reported in Column (d) above represents a signing bonus in connection with her joining the Company and the amounts reported in Columns (e) and (f) above for fiscal 2014 include the aggregate grant date fair value of stock awards and option awards, respectively, granted in connection with her appointment. As described in “—Current Executive Compensation Program Elements—Annual Cash Incentive Awards—Determination of Actual Cash Awards” above, pursuant to her offer letter, Ms. Ernster was awarded a guaranteed bonus for fiscal 2014 of $337,500 (50% of her base salary). This bonus will be paid to her in equal installments on April 14, 2014 and August 14, 2014, subject to her continued employment with the Company through the applicable vesting date. In accordance with applicable SEC rules, the amount of this bonus will be reported as compensation for fiscal 2015.

(7)	Sandeep Reddy was promoted to Chief Financial Officer of the Company effective July 18, 2013. Prior to his promotion to Chief Financial Officer of the Company, Mr. Reddy served as the Company’s Vice President and European Chief Financial Officer. The amounts reported in Columns (e) and (f) above for fiscal 2014 include the

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(8)

Michael Relich was promoted to Chief Operating Officer of the Company effective August 21, 2013. Prior to his promotion to Chief Operating Officer of the Company, Mr. Relich served as the Company’s Executive Vice President and Chief Information Officer. The amounts reported in Columns (e) and (f) above for fiscal 2014 include the aggregate grant date fair value of stock awards and option awards, respectively, granted in connection with his promotion.

(9)	Nigel Kershaw resigned from his position as Interim Chief Financial Officer of the Company effective July 15, 2013.

(10)	Chet Kuchinad resigned from his position as Chief People Officer of the Company effective October 15, 2013.

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•	base salary at the annual rate of $1,500,000 (subject to annual review by the Board or the Compensation Committee), and with amounts in excess of $1,000,000 deferred pursuant to the Company’s DCP in order to help preserve the deductibility of those amounts to the Company for tax purposes;

•

an annual incentive bonus opportunity based on a bonus range, and on the achievement of performance criteria, to be established by the Compensation Committee, provided that the target bonus will equal at least 400% of Mr. Paul Marciano’s base salary, with the potential payments based on performance ranging from 0% to 125% of the target amount (the Compensation Committee has elected to use earnings from operations (excluding the impact of certain specified legal, restructuring, acquisition and accounting related matters) as the performance criteria for fiscal 2014, with performance measured based on the last three quarters of fiscal 2014 since the metrics were established after the end of the first quarter of fiscal 2014);

•

a performance share restricted stock unit award covering 100,000 shares of the Company’s Common Stock under the Company’s 2004 Equity Incentive Plan, with one-third of the stock units scheduled to vest in January 2014, January 2015 and January 2016 and, in each case, with vesting also contingent upon the Company’s satisfaction of a performance goal based on the Company’s earnings from operations from its licensing segment for the last three quarters of fiscal 2014 (the “Paul Marciano Restricted Stock Unit Award”);

•

a performance share restricted stock unit award covering a target of 143,700 shares of the Company’s Common Stock under the Company’s 2004 Equity Incentive Plan, with the number of shares subject to the award that ultimately vest to equal 0% to 150% of the target number of shares 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 2014, and with vesting also subject to a two-year time-based vesting period following the end of the performance period (the “Paul Marciano Performance Share Award”);

•	any future equity awards for fiscal 2015 and fiscal 2016 will be made on similar terms as the Paul Marciano Restricted Stock Unit Award and the Paul Marciano Performance Share Award, but with the number of shares and the performance goal(s) for each such grant to be determined by the Compensation Committee in its sole discretion at the time of the award;

•	continued participation in the Company’s SERP, subject to the amendment described below, automobile use and home security benefits, in each case consistent with existing practices, and reimbursement for certain costs and expenses incurred by the executive to evaluate and negotiate the Paul Marciano Employment Agreement;

•	participation in the Company’s other benefit plans and policies on terms consistent with those generally applicable to the Company’s other senior executives (including, without limitation, vacation benefits and other perquisites); and

•	the Company will continue to purchase, and pay the premiums for, life insurance coverage for Mr. Paul Marciano, with Mr. Paul Marciano (or a trust established by him) as the owner of the policy and with the right to designate the beneficiary.

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(1)

Amounts reported in these columns reflect cash incentive award opportunities for the fiscal 2014 performance period. Except for Sharleen Ernster and Sandeep Reddy, the maximum amounts represent the highest cash payout available to participants based on a specific formula tied to the Company’s fiscal 2014 earnings from operations (or, in the case of Paul Marciano, the Company’s earnings from operations for the last three quarters of fiscal 2014). After the fiscal year was complete, the results were certified and maximum potential award levels were calculated. The Compensation Committee then determined the actual award amounts at a level below the maximum potential award based on a discretionary quantitative and qualitative assessment of individual and Company performance. The threshold and target amounts set forth in the table are guidelines only and not determined based on the achievement of any specific criteria. For more details (including a description of the cash award opportunities for Ms. Ernster and Mr. Reddy), see “—Current Executive Compensation Program Elements—Annual Cash Incentive Awards” above. The actual cash amounts paid during fiscal 2015 with respect to fiscal 2014 are reported in Columns (d) and (g) of the “Summary Compensation Table.”

(2)

The Compensation Committee’s practice has been to grant annual equity awards based on performance for the preceding fiscal year. In the first quarter of fiscal 2014, the Compensation Committee reviewed the Company’s performance with respect to pre-established performance goals for fiscal 2013, certified the results and calculated the maximum eligible award levels. The Compensation Committee then determined the actual award amounts based on a discretionary quantitative and qualitative assessment of individual and Company performance. The resulting awards, granted on April 3, 2013, are reported in Columns (i) and (j) above. Since each of these equity

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(3)

These entries reflect awards of restricted stock units granted to Mr. Paul Marciano under his new employment agreement that were subject to time- and performance-based vesting requirements. The grant date fair value of these awards reported in Column (l) of the table above was determined in accordance with applicable accounting rules based on the probable outcome of the performance-based conditions applicable to the awards. See also, “—Current Executive Compensation Program Elements—Other Equity Awards—Mr. Paul Marciano” above and the narrative that follows this table.

(4)

On June 3, 2013, in connection with her appointment as Chief Design Officer of the Company, Sharleen Ernster received an initial equity award of 20,000 shares of restricted stock of the Company and options to purchase 30,000 shares of Common Stock of the Company. Both the restricted stock and options are scheduled to vest in four equal installments on each of the first four anniversaries of the date of grant. Ms. Ernster’s offer letter also provides that Ms. Ernster would be entitled to a guaranteed cash bonus equal to $337,500 (or 50% of her base salary), with such bonus amount payable in two equal installments on each of April 14, 2014 and August 14, 2014, subject to Ms. Ernster’s continued employment through each date. This bonus is not an “incentive plan” award under applicable SEC rules and, if earned, will be reported as fiscal 2015 compensation for Ms. Ernster.

(5)

On August 5, 2013, in connection with his promotion to Chief Financial Officer of the Company, Sandeep Reddy received a special equity award of 6,000 shares of restricted stock of the Company and options to purchase 18,000 shares of Common Stock of the Company. Both the restricted stock and options are scheduled to vest in four equal installments on each of the first four anniversaries of the date of grant.

(6)

On August 21, 2013, in connection with his promotion to Chief Operating Officer of the Company, Michael Relich received a special equity award of 20,000 shares of restricted stock of the Company and options to purchase 30,000 shares of Common Stock of the Company. Both the restricted stock and options are scheduled to vest in four equal installments on each of the first four anniversaries of the date of grant.

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(1)

All awards reported in the table above were granted under, and are subject to, the Company’s 2004 Equity Incentive Plan. The option expiration date shown in Column (f) above is the normal expiration date, and the latest date that the options may be exercised. The options may terminate earlier in certain circumstances described above. For each Named Executive Officer, the unexercisable options shown in Column (d) above were unvested as of February 1, 2014 and will generally terminate if the Named Executive Officer’s employment terminates prior to scheduled vesting.

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(2)

Except as otherwise indicated therein or as described in this footnote, unvested stock awards will generally be forfeited if a Named Executive Officer’s employment terminates. The stock awards may be subject to accelerated vesting in connection with a change in control of the Company, as described in more detail above under “—Current Executive Compensation Program Elements—Severance and Other Benefits Upon Termination of Employment.” See also “—Description of Plan-Based Awards—Performance-Based Restricted Stock Units” above for additional vesting details concerning the July 11, 2013 awards to Mr. Paul Marciano.

(3)	The market value of stock awards reported in Column (h) is computed by multiplying the applicable number of shares of stock reported in Column (g) by $28.05, the closing market price of the Company’s Common Stock on January 31, 2014, the last trading day of fiscal 2014.

(4)	Awards vested in four equal installments on January 31, 2008, 2009, 2010 and 2011.

(5)	Awards vested in four equal installments on December 31, 2008, 2009, 2010 and 2011.

(6)	Awards vested in four equal installments on December 31, 2009, 2010, 2011 and 2012.

(7)	Awards vested in four equal installments on December 31, 2010, 2011, 2012 and 2013.

(8)	Awards vest in four equal installments on December 31, 2011, 2012, 2013 and 2014.

(9)	Awards vest in four equal installments on January 5, 2013, 2014, 2015 and 2016.

(10)	Awards vest in four equal installments on January 5, 2014, 2015, 2016 and 2017.

(11)	Under the terms of the award, since the Company’s earnings from operations derived from the Company’s licensing segment for the last three quarters of fiscal 2014 exceeded the pre-established performance goal, the awards vest in three annual installments on April 2, 2014, January 30, 2015 and January 30, 2016.

(12)	Under the terms of the award, based on the Company’s earnings from operations performance for the last three quarters of fiscal 2014, 120,800 of such units will vest on February 1, 2016.

(13)	The awards granted on June 3, 2013 to Sharleen Ernster were made in connection with her appointment as Chief Design Officer of the Company, and vest in four equal installments on June 3, 2014, 2015, 2016 and 2017.

(14)	Awards vest in four equal installments on September 13, 2011, 2012, 2013 and 2014.

(15)	Awards vest 50% on June 21, 2014 and 50% on June 21, 2016.

(16)	The awards granted on August 5, 2013 to Sandeep Reddy were made in connection with his promotion to Chief Financial Officer of the Company, and vest in four equal installments on August 5, 2014, 2015, 2016 and 2017.

(17)	Under the terms of the awards, since the Company’s North American operating margin (excluding advertising expenses and asset impairments) for fiscal 2010 exceeded the pre-established performance

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(18)	The awards granted on August 21, 2013 to Michael Relich were made in connection with his promotion to Chief Operating Officer of the Company, and will vest in four equal installments on August 21, 2014, 2015, 2016 and 2017.

(1)

The dollar amounts shown in Column (c) above for option awards are determined by multiplying (i) the number of shares of the Company’s Common Stock to which the exercise of the option related, by (ii) the difference between the fair market value of the shares at the time of exercise and the exercise price of the options. The dollar amounts shown in Column (e) above for stock awards are determined by multiplying the number of shares that vested by the per-share closing price of the Company’s Common Stock on the vesting date.

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(1)

Reflects base salary and/or cash bonus amounts contributed to the DCP by the Named Executive Officers during fiscal 2014. Accordingly, these amounts are also included in Column (c), (d) or (g), as applicable, of the “Summary Compensation Table” above. The amount for Mr. Paul Marciano includes $481,488 of his base salary for fiscal 2014 that he agreed to defer under the DCP until the termination of his employment with the Company to help preserve the Company’s tax deduction for this amount.

(2)	There were no discretionary Company contributions with respect to any of the Named Executive Officers during fiscal 2014.

(3)

Under the DCP, a participant may elect, at the time he or she elects to defer compensation under the plan, to have the benefits resulting from that deferral paid out on a specified date in the future. This amount reflects such a scheduled distribution. That is, this amount represents a distribution of benefits that the participant elected, at the time of his or her original deferral for a year prior to fiscal 2014, be paid out on a date that occurred during fiscal 2014.

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(1)	No other Named Executive Officers were eligible to participate in the SERP during the covered period.

(2)

The amount in this Column represents the actuarial present value, computed as of February 1, 2014, of the Named Executive Officer’s accrued aggregate pension benefit with respect to the SERP. The actuarial present value of accrued benefits is based on a discount rate of 4.25%, the RP 2000 Mortality Table and an assumed retirement age of 70 for Mr. Paul Marciano. The assumptions used are the same as those used for financial reporting purposes and contained in Note 12 (Supplemental Executive Retirement Plan) to the Company’s Consolidated Financial Statements, included as part of the Company’s Fiscal 2014 Annual Report on Form 10-K. As described in footnote (4) to the “Summary Compensation Table” above, the actuarial present value of Mr. Paul Marciano’s benefit decreased during fiscal 2013.

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(1)	Represents an amount equal to equal to three times the sum of Mr. Paul Marciano’s base salary and target annual bonus.

(2)	Represents the actual cash incentive award paid with respect to fiscal 2014 performance, except in the case of termination due to death or disability, which is calculated at a target level.

(3)	Represents the aggregate value of the acceleration of vesting of the executive’s unvested stock options and stock awards based on the closing price of the Company’s Common Stock on the NYSE on the last business day of fiscal 2014.

(4)	This amount assumes that all of the awards would accelerate and be terminated in connection with the change of control transaction. If a successor entity in a change of control scenario agreed to

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(1)	Represents the actual cash incentive award paid with respect to fiscal 2014 performance for eligible executives.

(2)	Represents the aggregate value of the acceleration of vesting of the executive’s unvested stock options and restricted stock based on the closing price of the Company’s Common Stock on the NYSE on the last business day of fiscal 2014.

(3)	Represents a severance payment in an amount equal to twelve months of base salary upon termination, subject to a reduction equal to any amounts earned by Sharleen Ernster from other employment during the twelve month period.

(4)	Represents a severance payment in an amount equal to six months of base salary upon termination, subject to a reduction equal to any amounts earned by Sandeep Reddy from other employment during the six month period.

(5)	Represents a severance payment in an amount equal to four months of base salary upon termination, subject to a reduction equal to any amounts earned by Michael Relich from other employment during the four month period.

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(1)

Except as described below and subject to applicable community property laws and similar laws, each person listed above has sole voting and investment power with respect to such shares. This table is based upon information supplied by officers, directors and principal shareholders. Except as indicated above, the business address for each person is: c/o Guess?, Inc., 1444 South Alameda Street, Los Angeles, California 90021.

(2)	The number of shares outstanding used in calculating the percentages for each person includes shares that may be acquired by such person upon the exercise of options exercisable within 60 days of May 7, 2014 but excludes shares underlying options held by any other person. The percent of beneficial ownership is based on 85,249,637 shares of Common Stock outstanding on May 7, 2014.

(3)

Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 21,859 shares held directly; 5,240,322 shares held indirectly as sole trustee of the Maurice Marciano Trust; 103,801 shares held indirectly as a member of Next Step Capital LLC (with respect to which he has sole voting power over 11,400 shares and no voting power over the remainder); 2,000,000 shares held indirectly as a member of Next Step Capital II, LLC (with respect to which he has sole voting power over 1,000,000 shares and no voting power over the remainder); 1,164,971 shares held indirectly as a member of Marciano Financial Holdings II, LLC (with respect to which he has (i) sole voting power over 815,480 shares and no voting power over the remainder and (ii) shared investment power); 70 shares held indirectly as sole trustee of the Maurice Marciano Gift Trust FBO Caroline Marciano; 1,500,000 shares held indirectly as a member of Carolem Capital, LLC (with respect to which he has sole voting power over 375,000 shares and no voting power over the remainder); 1,314,361 shares held indirectly as

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(4)

Includes shares of Common Stock beneficially owned by Paul Marciano as follows: 67,725 shares held directly; 6,907,723 shares held indirectly as sole trustee of the Paul Marciano Trust; 1,164,971 shares held indirectly as a member of Marciano Financial Holdings II, LLC (with respect to which he has (i) sole voting power over 815,480 shares and no voting power over the remainder and (ii) shared investment power); 359,500 shares held indirectly as president of the Paul Marciano Foundation; 1,481,700 shares held indirectly as a member of NRG Capital Holdings, LLC (with respect to which he has sole voting power over 370,425 shares and no voting power over the remainder); 170,666 shares held indirectly as member of G Financial Holdings, LLC (with respect to which he has no voting power); 1,362,633 shares held indirectly as a member of G Financial Holdings II, LLC (with respect to which he has no voting power); 105,977 shares held indirectly as trustee of Exempt Gift Trust under the Next Step Trust; 77,184 shares held indirectly as trustee of the Nonexempt Gift Trust under the Next Step Trust; 33,988 shares held indirectly as trustee of the G4 GRAT (with respect to which he has no voting power); and 331,775 shares that may be acquired upon the exercise of options exercisable within 60 days of May 7, 2014. Amounts include 3,500,000 shares pledged as security under revolving lines of credit as of May 7, 2014. Amounts do not include an additional 187,467 restricted stock units subject to time-based vesting and 259,700 restricted stock units and performance share awards subject to performance and time-based vesting restrictions. To avoid double counting shares for purposes of this table, total holdings do not include the following amounts shown in the holdings of Maurice Marciano in footnote (3) above: an additional 1,164,971 shares held by Marciano Financial Holdings II, LLC (with respect to which (i) Paul Marciano has sole voting power over 349,491 shares and no voting power over the remainder, and (ii) Paul Marciano and Maurice Marciano share investment power); 13,808 shares held by Next Step Capital LLC (with respect to which he has sole voting power and no investment power); and 1,125,000 shares held by Carolem Capital, LLC (with respect to which he has sole voting power and no investment power).

(5)

Includes shares of Common Stock that may be acquired upon the exercise of options exercisable within 60 days of May 7, 2014, as follows: Gianluca Bolla, no shares (Mr. Bolla holds 6,659 restricted stock units subject to time-based vesting); Anthony Chidoni, 50,268 shares; Sharleen Ernster, 7,500 shares; Joseph Gromek, no shares; Kay Isaacson-Leibowitz, 12,442 shares; Sandeep Reddy, 4,500 shares (Mr. Reddy also holds 18,375 restricted stock units subject to time-based vesting requirements); Michael Relich, 70,150 shares; and Alex Yemenidjian, 44,660 shares.

(6)	Includes: 644,595 shares of Common Stock that may be acquired upon the exercise of options within 60 days of May 7, 2014.

(7)

All information regarding FMR LLC and its affiliates is based on the Schedule 13G filed with the SEC on February 14, 2014 by FMR LLC and Edward C. Johnson 3d. At February 14, 2014, (i) Fidelity Management & Research Company, a wholly-owned subsidiary of FMR LLC, was the beneficial owner of 12,051,920 of such shares as a result of acting as investment advisor to various investment companies registered under the Investment Company Act of 1940, (ii) Strategic Advisors, Inc., a wholly-owned subsidiary of FMR LLC, was the beneficial owner of 11 of such shares in its capacity as an investment

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