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December 9, 2008 |
United States Securities and Exchange Commission
Division of Corporation Finance
Mailstop 3561
100 F Street, N.E.
Washington, D.C. 20549
Attn: |
John Reynolds |
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Assistant Director |
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Re: |
Guess?, Inc. |
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Form 10-K for fiscal year ended February 2, 2008 |
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Filed April 1, 2008 |
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File No. 001-11893 |
Dear Mr. Reynolds:
On behalf of Guess?, Inc. (the Company), this letter sets forth the Companys response to the comment of the staff (the Staff) of the Securities and Exchange Commission (the Commission) set forth in your letter dated November 10, 2008, following up on the Companys response letter dated October 2, 2008, concerning the Companys above-referenced Form 10-K for fiscal year ended February 2, 2008 filed with the Commission on April 1, 2008 and the Companys Proxy Statement filed with the Commission on May 15, 2008.
For the convenience of the Staff, the comment received from the Staff on November 10, 2008 is restated below in italics prior to the Companys response to that comment.
Proxy Statement Filed May 15, 2008
Executive Compensation, page 25
1. We note your response to comment two of our letter dated September 4, 2008, and we reissue the comment. Please provide a more detailed analysis as to how disclosures of your EPS goals under the Annual Incentive Bonus Plan and Long-Term Equity Award Program would cause you substantial competitive harm.
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Response:
While we respectfully submit that our prior response set forth in detail an analysis as to the substantial competitive harm posed by the annual disclosure of the specific performance targets established by the Compensation Committee, we will comply with the Staffs comment in our next annual report on Form 10-K by disclosing the specific EPS performance targets for our named executive officers. To the extent that named executive officer bonus decisions are based on the same performance measures in future years, we will include similar disclosures in future annual reports on Form 10-K. Should the Compensation Committee revise the Companys bonus plan and/or performance targets in future years, we will either disclose the specific targets or comply with Instruction 4 to Item 402(b) of Regulation S-K.
Please direct any questions or comments concerning this letter to me at (213) 765-3630 or (213) 765-0911 (facsimile).
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Very truly yours, |
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/s/ Jason T. Miller |
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Jason T. Miller |
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Assistant General Counsel |
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Guess?, Inc. |
cc: |
Edwin S. Kim |
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Attorney-Adviser |
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U.S. Securities and Exchange Commission |
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Pamela Howell |
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Special Counsel |
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U.S. Securities and Exchange Commission |
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Jeffrey Walbridge |
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OMelveny & Myers LLP |
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