On March 29, 2017, the Board of Directors of Fossil Group, Inc. (the “Company”) approved the Fifth Amended and Restated Bylaws of the Company (the “New Bylaws”), which became effective immediately. The New Bylaws amended and restated the Fourth Amended and Restated Bylaws of the Company (as amended to date, the “Old Bylaws”).

The New Bylaws consolidate the advance notice provisions and procedures of the Old Bylaws into (i) Section 2.10 for all business other than nomination or removal of directors and (ii) Section 2.11 for nomination or removal of directors. Sections 2.10 and 2.11 of the New Bylaws also add certain process, procedures and information requirements to the advance notice provisions.

The New Bylaws also add a new Section 2.12, which requires directors to submit a written questionnaire to the Company regarding the director’s background and qualifications as well as a written representation and agreement that the director (a) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Company, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Company or (ii) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Company, with such person’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, (c) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, if elected as a director of the Company, will be and remain in compliance with all applicable policies and guidelines of the Company publicly disclosed from time to time, including, without limitation, those relating to confidentiality, corporate governance, conflicts of interest, stock ownership and securities trading, and (d) will abide by the requirements of any resignation policy in connection with majority voting.

The New Bylaws also amend and restate Section 2.12 of the Old Bylaws regarding stockholder action by written consent into a new Section 2.13. Section 2.13 of the New Bylaws also adds process, procedures and information requirements related to stockholder action by written consent.

The foregoing description of the New Bylaws is qualified in its entirety by reference to the full text of the New Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 >Financial Statements and Exhibits.

(d) > Exhibits

3.1 > Fifth Amended and Restated Bylaws of Fossil Group, Inc.

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.

FOSSIL GROUP, INC. (NASDAQ:FOSL) Recent Trading Information

FOSSIL GROUP, INC. (NASDAQ:FOSL) closed its last trading session down -0.53 at 16.92 with 894,383 shares trading hands.