Fossil Group, Inc.

For the period ended Jun 21, 2024. Filed May 10, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 21, 2024 · Filed May 10, 2024

Use the contents to explore the available documents and sections.

FOSL$7.81+0.6%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

	PROXY SUMMARY					1
	INTERNET AVAILABILITY AND ELECTRONIC DELIVERY OF PROXY DOCUMENTS					1
	PROPOSAL 1: ELECTION OF DIRECTORS					3
	Board Composition, Qualifications and Diversity					7
	2024 Proposed Board Composition, Qualifications and Diversity					9
	CORPORATE GOVERNANCE AND OTHER BOARD MATTERS					10
	Board Committees and Meetings					10
	Audit Committee					11
	Compensation and Talent Management Committee					11
	Compensation Decision Making Process					12
	Nominating and Corporate Governance Committee					14
	Transformation Office and Special Board Committee					14
	Director Independence					14
	Board Leadership Structure					15
	Cooperation Agreement					15
	Director Nomination Policy					15
	Risk Oversight					16
	Codes of Business Conduct and Ethics					16
	Self-assessment					17
	Pledging of Company Securities					17
	Hedging of Company Securities					17
	Communication with the Board of Directors					17
	Report of the Audit Committee					17
	Director Compensation					19
	Fiscal 2023 Director Compensation Table					20
	Stock Ownership Guidelines for Non-Employee Directors					20
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					21
	Executive Officers					23
	EXECUTIVE COMPENSATION					24

	Fiscal 2023 and 2022 Summary Compensation Table					24
	Narrative Disclosure to Summary Compensation Table					25
	Perquisites					31
	Employment Agreements					31
	Outstanding Equity Awards At 2023 Fiscal Year-End Table					32
	2016 Incentive Plan					33
	2008 Incentive Plan					33
	Pay Versus Performance					34
	Post-Termination Compensation					36
	Delinquent Section 16(a) Reports					38
	PROPOSAL 2: APPROVAL, ON AN ADVISORY BASIS, OF COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS					39
	PROPOSAL 3: APPROVAL OF THE FOSSIL GROUP, INC. 2024 LONG-TERM INCENTIVE PLAN					40
	Equity Compensation Plan Information					40
	Description of the 2024 Plan					41
	PROPOSAL 4: APPROVAL OF THE AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT THE REVERSE STOCK SPLIT					50
	PROPOSAL 5: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					57
	Independent Registered Public Accounting Firm Fees					57
	DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS					59
	OTHER BUSINESS					59
	QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING					60
	APPENDIX A: FOSSIL GROUP, INC. 2024 LONG-TERM INCENTIVE PLAN					A-1

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.

About this filing

TABLE OF CONTENTS