Fossil Group, Inc.
For the period ended Dec 19, 2025. Filed Nov 21, 2025.
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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.
Dec 19, 2025 · Filed Nov 21, 2025
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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:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | 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):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
FOSSIL
GROUP
NOTICE OF
ANNUAL
MEETING
AND
PROXY
STATEMENT
TWO THOUSAND TWENTY-FIVE
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| ITEMS OF BUSINESS ✓Elect eight (8) directors to the Board to serve for a term of office to expire at the annual meeting of stockholders in 2026 or until their respective successors are elected and qualified. ✓Hold an advisory vote on executive compensation as disclosed in these materials.✓Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 3, 2026. | |
| The 2025 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, December 19, 20259:00 A.M. CT | |
|---|---|
| REGISTRATIONThe Board of Directors has fixed the close of business on October 23, 2025 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 Annual Meeting materials include the Notice of Annual Meeting of Stockholders, the 2025 Proxy Statement, the 2024 Annual Report and the proxy card, and we expect to mail the Annual Meeting materials on or about November 21, 2025. We have elected to utilize the “full set delivery” option. We are delivering to all stockholders paper copies of all the Annual Meeting materials, including a proxy card, as well as providing access to our Annual Meeting materials on a publicly available website. Our Annual Meeting materials are also available online at http://web.viewproxy.com/fossil/2025/. | 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, you may vote by signing, dating and mailing the proxy card in the envelope provided, as outlined in the 2025 Proxy Statement and the proxy card. 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. HyneChief Legal Officer and Corporate SecretaryNovember 21, 2025 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.