Fossil Group Announces Board Changes and Executive Compensation Details
Ticker: FOSL · Form: 8-K · Filed: Jun 25, 2024 · CIK: 883569
| Field | Detail |
|---|---|
| Company | Fossil Group, INC. (FOSL) |
| Form Type | 8-K |
| Filed Date | Jun 25, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: board-changes, executive-compensation, governance
Related Tickers: FOSL
TL;DR
Fossil Group's board is changing, with new directors coming on board and executive pay plans being disclosed.
AI Summary
On June 24, 2024, Fossil Group, Inc. filed an 8-K report detailing several key events. The company announced the departure of Director Robert B. Dennis and the election of new directors, including Michael K. Smith and Wendy L. Yellin. Additionally, the filing disclosed compensatory arrangements for certain officers and submitted matters to a vote of security holders.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Board changes and executive compensation adjustments can introduce uncertainty regarding future strategic direction and financial management.
Key Players & Entities
- Fossil Group, Inc. (company) — Registrant
- Robert B. Dennis (person) — Departing Director
- Michael K. Smith (person) — Elected Director
- Wendy L. Yellin (person) — Elected Director
- June 24, 2024 (date) — Date of earliest event reported
FAQ
Who has departed from Fossil Group's board of directors?
Robert B. Dennis has departed from Fossil Group's board of directors as of June 24, 2024.
Who are the newly elected directors at Fossil Group?
Michael K. Smith and Wendy L. Yellin have been elected as new directors to the Fossil Group board.
What other items are covered in this 8-K filing?
The filing also covers compensatory arrangements of certain officers and the submission of matters to a vote of security holders.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on June 24, 2024.
What is Fossil Group's state of incorporation and IRS number?
Fossil Group, Inc. is incorporated in Delaware and has an IRS Employer Identification Number of 75-2018505.
Filing Stats: 801 words · 3 min read · ~3 pages · Grade level 10 · Accepted 2024-06-25 15:58:12
Key Financial Figures
- $0.01 — ich registered Common Stock, par value $0.01 per share FOSL The Nasdaq Stock Market
Filing Documents
- fosl-20240624.htm (8-K) — 55KB
- exhibit101.htm (EX-10.1) — 216KB
- fosl-20240624_g1.gif (GRAPHIC) — 1KB
- 0000883569-24-000049.txt ( ) — 475KB
- fosl-20240624.xsd (EX-101.SCH) — 2KB
- fosl-20240624_def.xml (EX-101.DEF) — 8KB
- fosl-20240624_lab.xml (EX-101.LAB) — 28KB
- fosl-20240624_pre.xml (EX-101.PRE) — 18KB
- fosl-20240624_htm.xml (XML) — 3KB
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held the Annual Meeting on June 21, 2024 to (i) elect nine directors to the Board to serve for a term of one year or until their respective successors are elected and qualified ("Proposal 1"), (ii) hold an advisory vote on executive compensation ("Proposal 2"), (iii) vote on a proposal to approve the Fossil Group, Inc. 2024 Long-Term Incentive Plan ("Proposal 3"), (iv) vote on a proposal to amend the Company's certificate of incorporation to effect a reverse stock split, with the exact ratio of, effective time of and decision to implement the reverse stock split at the discretion of the Board of Directors ("Proposal 4") and (v) ratify the appointment of Deloitte and Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 28, 2024 ("Proposal 5"). For more information about the foregoing proposals, see the Proxy Statement. The table below shows the final results of the voting at the Annual Meeting: Votes in Favor Votes Cast Against Abstain Broker Non-Votes Proposal 1 Mark R. Belgya 23,509,478 1,818,918 73,619 8,828,714 Jeffrey N. Boyer 24,852,577 475,808 73,630 8,828,714 Pamela B. Corrie 25,026,054 304,041 71,920 8,828,714 Susie Coulter 23,517,395 1,811,000 73,620 8,828,714 Eugene I. Davis 25,024,400 305,677 71,938 8,828,714 Kim H. Jones 23,303,998 2,022,641 75,376 8,828,714 Kevin Mansell 23,325,435 2,003,257 73,323 8,828,714 Marc R. Y. Rey 23,501,291 1,826,873 73,851 8,828,714 Gail B. Tifford 23,143,043 2,185,358 73,614 8,828,714 Proposal 2 24,490,366 832,667 78,981 8,828,715 Proposal 3 17,702,824 6,573,284 1,125,907 8,828,714 Proposal 4 31,536,207 2,614,999 79,523 — Proposal 5 33,776,336 229,242 225,149 —
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Document Description 10.1 Fossil Group, Inc. 2024 Long-Term Incentive Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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: June 25, 2024 FOSSIL GROUP, INC. By: /s/ SUNIL M. DOSHI Sunil M. Doshi Executive Vice President, Chief Financial Officer and Treasurer