Fossil Group Confirms Buxton Helmsley Director Nominations

Ticker: FOSL · Form: DEFA14A · Filed: Feb 21, 2024 · CIK: 883569

Fossil Group, INC. DEFA14A Filing Summary
FieldDetail
CompanyFossil Group, INC. (FOSL)
Form TypeDEFA14A
Filed DateFeb 21, 2024
Risk Levelmedium
Pages7
Reading Time8 min
Sentimentmixed

Sentiment: mixed

Topics: proxy-contest, activist-investor, board-nominations

Related Tickers: FOSL

TL;DR

**Fossil Group just confirmed activist investor Buxton Helmsley nominated directors, get ready for a proxy battle!**

AI Summary

Fossil Group, Inc. (FOSL) confirmed on February 20, 2024, the receipt of director nominations from activist investor Buxton Helmsley Group. This DEFA14A filing indicates that Fossil Group is preparing for a potential proxy contest, as Buxton Helmsley Group is likely seeking to influence the company's board composition. The filing serves as definitive additional soliciting material related to the upcoming shareholder meeting.

Why It Matters

This signals a potential proxy fight at Fossil Group, which could lead to significant changes in the company's leadership and strategic direction, impacting shareholder value.

Risk Assessment

Risk Level: medium — A proxy contest introduces uncertainty regarding future management and strategy, which can lead to stock volatility.

Key Players & Entities

FAQ

What type of SEC filing is this document?

This document is a DEFA14A, which stands for Definitive Additional Materials for a proxy statement, filed pursuant to Section 14(a) of the Securities Exchange Act of 1934.

Who is the registrant specified in its charter for this filing?

The registrant specified in its charter for this filing is Fossil Group, Inc.

What significant event did Fossil Group, Inc. confirm on February 20, 2024?

On February 20, 2024, Fossil Group, Inc. confirmed the receipt of director nominations from Buxton Helmsley Group.

What is the Central Index Key (CIK) for Fossil Group, Inc.?

The Central Index Key (CIK) for Fossil Group, Inc. is 0000883569.

What is the business address of Fossil Group, Inc. as listed in the filing?

The business address of Fossil Group, Inc. is 901 S Central Expressway, Richardson, TX 75080.

Filing Stats: 1,953 words · 8 min read · ~7 pages · Grade level 12.2 · Accepted 2024-02-20 20:52:57

Filing Documents

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o Definitive Additional Materials x Soliciting Material under §240.14a-12 FOSSIL GROUP, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. o Fee paid previously with preliminary materials. o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. On February 20, 2024, Fossil Group, Inc. issued the following press release: FOSSIL GROUP, INC. CONFIRMS RECEIPT OF DIRECTOR NOMINATIONS FROM BUXTON HELMSLEY GROUP, INC. Richardson, TX. February 20, 2024 – Fossil Group, Inc. (“Fossil” or “the Company”, NASDAQ: FOSL) today issued the following statement in response to notice that The Buxton Helmsley Group, Inc. (“BHG”) has nominated four candidates to the Fossil Board of Directors (the “Board”) at the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Fossil’s Board and management team are committed to serving the best interests of the Company and its stockholders. We regularly engage with stockholders and welcome constructive feedback on our shared goal of driving sustained stockholder value. Since September 15, 2023, the date of BHG’s first letter to the Company, Fossil has repeatedly offered to engage with BHG, but each offer was rejected by BHG. All correspondence between Fossil and BHG to date is included herein for reference. With respect to BHG's meritless allegations regarding the Company's accounting policies, the Company hereby confirms Fossil's financial statements are U.S. GAAP-compliant and audited by an independent auditor. Fossil has an experienced, highly qualified and diverse Board focused on the Company’s strategic growth initiatives, including the ongoing transformation of its business, and long-term value creation for its stockholders. As part of its ongoing efforts, the Nominating and Corporate Governance Committee regularly considers Board composition and refreshment, having added three independent directors within the last four years. The Board will review the nominations submitted by BHG consistent with its established Nominating and Corporate Governance Committee process. The date of the Annual Meeting has not yet been announced. Fossil stockholders are not required to take any action at this time. About Fossil Group, Inc. Fossil Group, Inc. is a global design, marketing, distribution and innovation company specializing in lifestyle accessories. Under a diverse portfolio of owned and licensed brands, our offerings include traditional watches, smartwatches, jewelry, handbags, small leather goods, belts and sunglasses. We are committed to delivering the best in design and innovation across our owned brands, Fossil, Michele, Relic, Skagen and Zodiac, and licensed brands, Armani Exchange, Diesel, DKNY, Emporio Armani, kate spade new york, Michael Kors and Tory Burch. We bring each brand story to life through an extensive distribution network across numerous geographies, categories, and channels. Certain press release and SEC filing information concerning the Company is also available at www.fossilgroup.com. Safe Harbor Safe Harbor Certain statements contained herein that are not historical facts, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. The actual results of the future events described in such forward-looking to differ materially are: risks related to the success of the Transform and Grow Plan; increased political uncertainty, the effect of worldwide economic conditions; the effect of a pandemic; significant changes in consumer spending patterns or preferences; interruptions or delays in the supply of key components or products; acts of war or acts of terrorism; loss of key facilities; data breach or information systems disruptions; changes in foreign currency valuations in relation to the U.S. dollar; lower levels of consumer spending resulting from a general economic downturn or generally reduced shopping activity caused by public safety or consumer confidence concerns; the performance of our products within the prevailing retail environment; customer acceptance of both new designs and newly-introduced product lines; changes in the mix of product sales; the effects of vigorous competition in the markets in whi

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