FOSSIL GROUP,INC. (NASDAQ:FOSL) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
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FOSSIL GROUP,INC. (NASDAQ:FOSL) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.

Fossil Group,Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) on May23, 2018 to (i)elect nine directors to the Board to serve for a term of one year or until their respective successors are elected and qualified (“Proposal 1”), (ii)hold an advisory vote on executive compensation (“Proposal 2”), (iii)vote on a proposal to approve the First Amendment to the Fossil Group,Inc. 2016 Long-Term Incentive Plan (“Proposal 3”), and (iv)ratify the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December29, 2018 (“Proposal 4”). For more information about the foregoing proposals, see the Company’s definitive proxy statement dated April12, 2018.

The table below shows the final results of the voting at the Annual Meeting:

Votesin Favor

VotesCast Against

Abstain

Broker Non-

Votes

Proposal 1

Mark R. Belgya

35,099,037

906,564

14,348

5,494,745

William B. Chiasson

34,847,530

1,157,866

14,553

5,494,745

Mauria A. Finley

34,836,845

1,167,972

15,133

5,494,744

Kosta N. Kartsotis

34,258,322

1,295,177

466,450

5,494,745

Diane L. Neal

34,299,487

1,706,219

14,243

5,494,745

Thomas M. Nealon

34,761,374

1,243,685

14,890

5,494,745

James E. Skinner

34,630,213

1,374,846

14,890

5,494,475

Gail B. Tifford

35,097,277

908,430

14,242

5,494,475

James M. Zimmerman

34,702,464

1,303,181

14,305

5,494,744

Proposal 2

34,031,651

1,967,473

20,825

5,494,745

Proposal 3

28,997,165

6,968,046

54,739

5,494,744

Proposal 4

40,715,275

777,752

21,667

Item 8.01 Other Events

The Company’s Board of Directors unanimously voted to reduce the automatic grant of Restricted Stock Units that would be granted to the “outside directors” of the Company in connection with the Annual Meeting to the Fossil Group,Inc. 2016 Long-Term Incentive Plan, as amended (the “Plan”). Instead of receiving a grant of Restricted Stock Units equal to the number of shares of Company common stock having an aggregate Fair Market Value (as defined in the Plan) of $130,000, such “outside directors” will receive 25% less Restricted Stock Units. In connection with this reduction, the “outside directors” have executed a waiver for the 25% portion of such grant that they would otherwise be entitled to under the Plan.


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.