Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 18, 2022
FOSSIL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
0-19848
75-2018505
(State or other jurisdiction of
(Commission File Number)
(IRS Employer
incorporation or organization)
Identification No.)
901 S. Central Expressway
Richardson,
Texas
75080
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (972) 234-2525
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of each class
Ticker Symbol
Name of each exchange on which registered
Common Stock, par value $0.01 per share
FOSL
The Nasdaq Stock Market LLC
7.00% Senior Notes due 2026
FOSLL
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07
Submission of Matters to a Vote of Security Holders.
Fossil Group, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on May 18, 2022 to (i) elect seven 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”), and (iii) ratify the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (“Proposal 3”). For more information about the foregoing proposals, see the Company’s definitive proxy statement dated April 7, 2022.
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
40,618,937
153,373
8,770
5,519,399
William B. Chiasson
40,379,361
392,823
8,896
5,519,399
Kim H. Jones
40,383,241
393,124
4,715
5,519,399
Kosta N. Kartsotis
40,537,985
237,716
5,379
5,519,399
Kevin Mansell
40,637,491
134,815
8,774
5,519,399
Marc R. Y. Rey
40,674,798
97,512
8,770
5,519,399
Gail B. Tifford
38,190,011
2,586,416
4,653
5,519,399
Proposal 2
40,573,108
171,794
36,177
5,519,400
Proposal 3
45,864,962
326,888
108,629
—
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: May 19, 2022
FOSSIL GROUP, INC.
By:
/s/ SUNIL M. DOSHI
Sunil M. Doshi
Senior Vice President, Chief Financial Officer and Treasurer