FOSSIL GROUP,INC. (NASDAQ:FOSL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors (the “Board”) of Fossil Group, Inc. (the “Company”) has appointed Jeffrey N. Boyer to serve as Executive Vice President, Chief Financial Officer and Treasurer of the Company, effective October 16, 2017. Mr. Boyer will report directly to the Chief Executive Officer, Mr. Kosta N. Kartsotis. Effective with the appointment of Mr. Boyer on October 16, 2017, Mr. Dennis R. Secor, the Company’s current Executive Vice President, Chief Financial Officer and Treasurer will resign as Chief Financial Officer and Treasurer and assist Mr. Boyer as he transitions into his new role with the Company.
Mr. Boyer, age 59, was appointed to the Company’s Board of Directors in December 2007. Mr. Boyer has served as Executive Vice President and Chief Financial Officer for Pier 1 Imports, Inc. since June 2015. Pier 1 is a retailer of decorative accessories, furniture, candles, housewares, gifts and seasonal products. Prior to joining Pier I Imports, Mr. Boyer served as Executive Vice President, Chief Administrative Officer and Chief Financial Officer for Tuesday Morning Corporation from September 2013 until June 2015. Tuesday Morning is a retailer of upscale decorative home accessories, housewares, seasonal goods, and gifts. Mr. Boyer served as Executive Vice President and Chief Operating Officer of 24 Hour Fitness Worldwide Holdings, Inc., an operator of fitness centers, from June 2012 until September 2013 and as their Executive Vice President and Chief Financial Officer from April 2008 until June 2012. Mr. Boyer began his career as an accountant with PricewaterhouseCoopers in 1980.
Mr. Boyer will be an at-will employee of the Company. In connection with the appointment of Mr. Boyer, the Compensation Committee of the Board has approved a base salary of $650,000. Mr. Boyer will receive a sign on bonus of $1,500,000 on December 31, 2017. The sign on bonus must be repaid by Mr. Boyer in a prorated amount if he voluntarily terminates employment with the Company or is terminated for cause prior to October 16, 2019. Mr. Boyer will also receive a guaranteed bonus payment of $243,750 in March 2018, provided that he is employed by the Company on the payment date.
On January 15, 2018, Mr. Boyer will receive a grant of restricted stock units to the Company’s 2016 Long Term Incentive Plan equal to the number of shares of the Company’s common stock having an aggregate fair market value of $1,950,000 on January 15, 2018. One-third of the award will vest annually on January 15 in each of 2019, 2020 and 2021, provided that Mr. Boyer is continuously employed by the Company through each such anniversary date. In addition, Mr. Boyer will be eligible to receive an annual merit grant in April 2018 based on the guidelines followed by the Compensation Committee of the Board for the Company’s executive officers.
Mr. Boyer is not a party to any transaction described in Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries.
On August 8, 2017, the Company issued a press release announcing the appointment of Mr. Boyer. A copy of the press release is attached as Exhibit 99.1 to this report.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
99.1Press Release, dated August 8, 2017, announcing the appointment of Jeffrey N. Boyer.
Fossil Group, Inc. ExhibitEX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit EXHIBIT 99.1 FOSSIL GROUP,…To view the full exhibit click here
About FOSSIL GROUP,INC. (NASDAQ:FOSL)
Fossil Group, Inc. is a design, marketing and distribution company that specializes in consumer fashion accessories. The Company’s segments are Americas, Europe and Asia. Each segment includes sales to wholesale and distributor customers, and sales through the Company-owned retail stores and e-commerce activities based on the location of the selling entity. The Americas segment includes sales to customers based in Canada, Latin America and the United States. The Europe segment includes sales to customers based in European countries, the Middle East and Africa. The Asia segment includes sales to customers based in Australia, China, India, Indonesia, Japan, Malaysia, New Zealand, Singapore, South Korea, Taiwan and Thailand. The Company’s principal offerings include a line of men’s and women’s fashion watches and jewelry, handbags, small leather goods, belts, sunglasses and soft accessories. Its brand includes FOSSIL, MICHELE, RELIC, SKAGEN, ZODIAC, ADIDAS, BURBERRY, DIESEL and DKNY.
