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 Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 26, 2017, Gail B. Tifford was appointed to the Board of Directors (the “Board”) of Fossil Group, Inc. (the “Company”), effective July 26, 2017. Ms. Tifford was not appointed to any committees of the Board.

Ms. Tifford is not a party to any arrangement or understanding with any person to which she was appointed as a director, nor is she a party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries.

For her service on the Board, Ms. Tifford will receive the Company’s standard non-employee director compensation, which includes an annual cash retainer of $54,000. The annual retainer to be paid to Ms. Tifford will be paid on a quarterly basis in arrears and will be pro-rated for the third quarter based on the number of days between the date of her appointment and September 30, 2017, the end of the third calendar quarter.

In addition, to the Company’s 2016 Long-Term Incentive Plan, Ms. Tifford will receive a grant of restricted stock units as of the effective date of her appointment equal to the number of shares of common stock having an aggregate fair market value of $130,000, pro-rated to reflect the number of days between the date of her appointment and the one year anniversary of the Company’s 2017 Annual Stockholders Meeting. Ms. Tifford would also receive an additional grant of restricted stock units equal to the number of shares of common stock having an aggregate fair market value of $130,000 on the date of the Company’s 2018 Annual Stockholders Meeting, if she is then serving as a non-employee director. The restricted stock units to be granted to Ms. Tifford vest and convert into shares of common stock (i) upon the first anniversary of the date of grant for the restricted stock units granted upon her appointment to the Board; and (ii) upon the earlier of the first anniversary of the date of grant or the first Annual Stockholders Meeting following the date of grant for the restricted stock units to be granted on the date of the 2018 Annual Stockholders Meeting; provided that Ms. Tifford is providing services to the Company or its subsidiaries on each such vesting date.

On July 26, 2017, the Company issued a press release announcing the appointment of Ms. Tifford, which is incorporated herein by reference.A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release, dated July26, 2017, announcing the appointment of a director.

Fossil Group, Inc. Exhibit
EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit EXHIBIT 99.1 FOSSIL GROUP,…
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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 -0.19 at 10.83 with 2,424,053 shares trading hands.