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