Fossil Group, Inc.

DEF 14A 1 tm248292-4_def14a.htm DEF 14A

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 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF

ANNUAL

MEETING​

AND

PROXY

STATEMENT​

TWO THOUSAND TWENTY FOUR

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of Stockholders (the “Annual Meeting”) of Fossil Group, Inc., a Delaware corporation (the “Company”), will be held in a virtual meeting format via webcast on the day and time set forth below:

Friday, June 21, 2024

10:00 A.M. CT

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To vote on a proposal to approve the Fossil Group, Inc. 2024 Long-Term Incentive Plan.

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To vote on a proposal to approve an amendment to the Third Amended and Restated Certificate of Incorporation to effect a reverse stock split of the shares of our common stock at a ratio of not less than 1-for-2 and not greater than 1-for-50, along with a corresponding reduction in the total number of authorized shares of our common stock, with the exact ratio of, effective time of and decision to implement the reverse stock split to be determined by the Board of Directors in its sole discretion.

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Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2024.

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You are cordially invited to

attend the meeting virtually.

Whether or not you expect to attend the Annual Meeting virtually, you are urged to vote your shares as soon as possible so that your shares of stock may be represented and voted in accordance with your wishes and in order that the presence of a quorum may be assured at the Annual Meeting. You may vote your shares via a toll-free telephone number or over the Internet. Alternatively, if you request or receive a paper copy of the proxy materials by mail, you may vote by signing, dating and mailing the proxy card in the envelope provided. Voting in one of these ways will ensure that your shares are represented at the Annual Meeting. Your proxy will be revoked if you request its revocation in the manner provided in the enclosed proxy statement.

By Order of the Board of Directors,

Randy S. Hyne

Chief Legal Officer and Corporate Secretary

May 10, 2024

REGISTRATION

The Board of Directors has fixed the close of business on May 2, 2024 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any adjournment(s) or postponement(s) thereof. Only stockholders of record at the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting. The stock transfer books will not be closed. A list of stockholders entitled to vote at the Annual Meeting will be available for examination at the offices of the Company and on the Company’s website for ten days prior to the meeting.

MATERIALS

The 2024 Proxy Statement and 2023 Annual Report are available athttp://viewproxy.com/fossil/2024/.

ITEMS OF BUSINESS

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Elect nine (9) directors to the Company’s Board of Directors to serve for a term of one year or until their respective successors are elected and qualified.

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Hold an advisory vote on executive compensation as disclosed in these materials.

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