Fossil Group Files 8-K: Material Agreement & Officer Changes
Ticker: FOSL · Form: 8-K · Filed: Mar 25, 2024 · CIK: 883569
| Field | Detail |
|---|---|
| Company | Fossil Group, INC. (FOSL) |
| Form Type | 8-K |
| Filed Date | Mar 25, 2024 |
| Risk Level | medium |
| Pages | 5 |
| Reading Time | 6 min |
| Key Dollar Amounts | $0.01, $140,000, $130,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, executive-changes, corporate-governance
Related Tickers: FOSL
TL;DR
FOSL inked a big deal and shuffled execs, filing shows.
AI Summary
Fossil Group, Inc. announced on March 24, 2024, that it entered into a Material Definitive Agreement. The company also reported the departure of certain officers and the election of new directors. Specific details regarding the agreement and personnel changes were filed as exhibits.
Why It Matters
This filing indicates significant corporate actions, including a new material agreement and changes in leadership, which could impact the company's strategic direction and financial performance.
Risk Assessment
Risk Level: medium — Material definitive agreements and executive changes can signal significant shifts in a company's operations or financial health, warranting closer scrutiny.
Key Players & Entities
- Fossil Group, Inc. (company) — Registrant
- March 24, 2024 (date) — Date of earliest event reported
FAQ
What is the nature of the Material Definitive Agreement entered into by Fossil Group, Inc.?
The filing indicates the entry into a Material Definitive Agreement, with specific details provided in the accompanying exhibits.
Who are the officers that have departed from Fossil Group, Inc.?
The filing reports the departure of certain officers, with further information available in the exhibits.
Were there any new directors elected or officers appointed?
Yes, the filing states the election of directors and the appointment of certain officers, detailed in the exhibits.
What is the Commission File Number for Fossil Group, Inc.?
The Commission File Number for Fossil Group, Inc. is 001-41040.
What is the state of incorporation for Fossil Group, Inc.?
Fossil Group, Inc. is incorporated in Delaware.
Filing Stats: 1,415 words · 6 min read · ~5 pages · Grade level 10.4 · Accepted 2024-03-25 16:05:20
Key Financial Figures
- $0.01 — h registered Common Stock, par value $0.01 per share FOSL The Nasdaq Stock Mar
- $140,000 — ich includes an annual cash retainer of $140,000. The annual retainer to be paid to each
- $130,000 — aving an aggregate fair market value of $130,000 on the date of the Company's 2024 Annua
Filing Documents
- tm249659d1_8k.htm (8-K) — 37KB
- tm249659d1_ex10-1.htm (EX-10.1) — 100KB
- tm249659d1_ex99-1.htm (EX-99.1) — 17KB
- tm249659d1_8kimg001.jpg (GRAPHIC) — 4KB
- tm249659d1_ex99-1img001.jpg (GRAPHIC) — 3KB
- 0001104659-24-038442.txt ( ) — 414KB
- fosl-20240324.xsd (EX-101.SCH) — 3KB
- fosl-20240324_def.xml (EX-101.DEF) — 26KB
- fosl-20240324_lab.xml (EX-101.LAB) — 36KB
- fosl-20240324_pre.xml (EX-101.PRE) — 25KB
- tm249659d1_8k_htm.xml (XML) — 5KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On March 24, 2024, Fossil Group, Inc. (the "Company") entered into a Cooperation Agreement (the "Cooperation Agreement") with Buxton Helmsley Active Value Fund, L.P. and Buxton Helmsley Capital Partners LLC (collectively, "Buxton"). Pursuant to the Cooperation Agreement, the Company agreed, among other things, to appoint Pamela B. Corrie (the "Investor Director") to the board of directors of the Company (the "Board") and the Nominating and Corporate Governance Committee of the Board as promptly as practicable. The Investor Director (or any replacement nominee mutually selected by the Board and Buxton in the event of Ms. Courrie's resignation or removal) will be nominated by the Board to stand for election for a full term at the Company's 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting"). Until the earlier of (i) the date of the 2025 Annual Meeting of Stockholders of the Company and (ii) a change of control of the Company (the "Termination Date"), the size of the Board will not exceed ten (10) directors, which will include not more than nine (9) independent directors. Pursuant to the Cooperation Agreement, Buxton has agreed to abide by certain standstill restrictions and voting commitments. The Cooperation Agreement also includes procedures regarding the replacement of the Investor Director upon certain events and a mutual non-disparagement provision. Buxton's right to participate in the selection of the replacement Investor Director, and the Company's obligations with respect to the appointment of such replacement Investor Director, is subject, among other things, to Buxton owning a "net long position" of, or having aggregate net long economic exposure to, all of the shares of the Company's then outstanding common stock that Buxton owns at the time of the signing of the Cooperation Agreement. Pursuant to the Cooperation Agreement, Buxton has, contemporaneously with entry into such agreement, wi
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 25, 2024 FOSSIL GROUP, INC. By: /s/ SUNIL M. DOSHI Name: Sunil M. Doshi Title: Executive Vice President, Chief Financial Officer and Treasurer