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This Current Report on Form 8-K/A (the "Amendment") is being filed by Fossil Group, Inc. (the "Company") to amend and restate in its entirety the Current Report on Form 8-K filed by the Company on May 26, 2023 (the "Original Report"). The Original Report was filed, among other things, to report voting results with respect to Proposal 4 (as defined below) at the Company's 2023 Annual Meeting of Stockholders (the "Annual Meeting") held on May 24, 2023. The Original Report erroneously reported that Proposal 4 was approved at the Annual Meeting. This Amendment cancels the approval of Proposal 4, eliminates Item 5.02(e) and removes Exhibit 10.1 from Item 9.01.
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May
24, 2023
FOSSIL GROUP,
INC.
(Exact name of registrant as specified in its charter)
Delaware |
001-41040 |
75-2018505 |
(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(IRS Employer
Identification No.) |
901 S. Central Expressway
Richardson, Texas
(Address of principal executive offices) |
75080
(Zip Code) |
Registrant’s telephone number, including area code: (972) 234-2525
(Former name or former address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of each class |
|
Ticker
Symbol |
|
Name of each exchange on which
registered |
Common Stock, par value $0.01 per share |
|
FOSL |
|
The Nasdaq Stock Market LLC |
7.00% Senior Notes due 2026 |
|
FOSLL |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
¨
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Explanatory Note
This Current Report on Form 8-K/A (the
“Amendment”) is being filed by Fossil Group, Inc. (the “Company”) to amend and restate in its entirety
the Current Report on Form 8-K filed by the Company on May 26, 2023 (the “Original Report”). The Original
Report was filed, among other things, to report voting results with respect to Proposal 4 (as defined below) at the Company’s
2023 Annual Meeting of Stockholders (the “Annual Meeting”) held on May 24, 2023. The Original Report erroneously
reported that Proposal 4 was approved at the Annual Meeting. This Amendment cancels the approval of Proposal 4, eliminates Item
5.02(e) and removes Exhibit 10.1 from Item 9.01.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
As described in the Company’s definitive
Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 12, 2023 (the “Proxy Statement”)
and as approved by the Company’s stockholders at the Annual Meeting, the
Company amended Article VI of its Third Amended and Restated Certificate of Incorporation to update the exculpation provisions contained
therein (the “Charter Amendment”). The Charter Amendment became effective upon filing with the Secretary of State of the State
of Delaware on May 25, 2023.
The foregoing description of the Charter Amendment
is qualified in its entirety by reference to the full text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
The Company held the Annual Meeting on May 24,
2023 to (i) elect eight 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) hold
an advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years (“Proposal 3”),
(iv) vote on a proposal to approve the Fossil Group, Inc. 2023 Long-Term Incentive Plan (“Proposal 4”), (v) vote
on a proposal to amend the Company’s certificate of incorporation to permit exculpation of officers (“Proposal 5”) and
(vi) ratify the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for the
fiscal year ending December 30, 2023 (“Proposal 6”). For more information about the foregoing proposals, see the Proxy
Statement.
The table below shows the
final results of the voting at the Annual Meeting:
| |
Votes in
Favor | | |
Votes Cast
Against | | |
Abstain | | |
Broker Non-Votes | |
Proposal 1 | |
| | | |
| | | |
| | | |
| | |
Mark R. Belgya | |
| 32,750,892 | | |
| 204,702 | | |
| 47,767 | | |
| 5,463,831 | |
William B. Chiasson | |
| 32,429,520 | | |
| 524,454 | | |
| 49,388 | | |
| 5,463,830 | |
Susie Coulter | |
| 32,778,188 | | |
| 178,749 | | |
| 46,424 | | |
| 5,463,831 | |
Kim H. Jones | |
| 32,453,213 | | |
| 503,621 | | |
| 46,527 | | |
| 5,463,831 | |
Kosta N. Kartsotis | |
| 32,787,673 | | |
| 172,754 | | |
| 42,934 | | |
| 5,463,831 | |
Kevin Mansell | |
| 32,842,180 | | |
| 113,405 | | |
| 47,777 | | |
| 5,463,830 | |
Marc R. Y. Rey | |
| 32,745,412 | | |
| 210,198 | | |
| 47,752 | | |
| 5,463,830 | |
Gail B. Tifford | |
| 29,993,649 | | |
| 2,961,608 | | |
| 48,104 | | |
| 5,463,831 | |
| |
| | | |
| | | |
| | | |
| | |
Proposal 2 | |
| 32,057,400 | | |
| 864,713 | | |
| 81,248 | | |
| 5,463,831 | |
| |
| | | |
| | | |
| | | |
| | |
Proposal 3 | |
| | | |
| | | |
| | | |
| | |
1 Year | |
| 31,078,243 | | |
| | | |
| | | |
| | |
2 Years | |
| 44,155 | | |
| | | |
| | | |
| | |
3 Years | |
| 1,845,004 | | |
| | | |
| | | |
| | |
Total | |
| 32,967,402 | | |
| — | | |
| 35,959 | | |
| 5,463,831 | |
| |
| | | |
| | | |
| | | |
| | |
Proposal 4 | |
| 19,034,209 | | |
| 12,288,224 | | |
| 1,680,930 | | |
| 5,463,829 | |
| |
| | | |
| | | |
| | | |
| | |
Proposal 5 | |
| 29,897,232 | | |
| 3,044,038 | | |
| 62,091 | | |
| 5,463,831 | |
| |
| | | |
| | | |
| | | |
| | |
Proposal 6 | |
| 38,283,722 | | |
| 160,147 | | |
| 23,323 | | |
| — | |
Based on the results of the advisory vote on the
frequency of the advisory vote on executive compensation, the Company’s Board of Directors has determined that the Company will
hold its advisory vote on executive compensation every year until the next advisory vote on the frequency of the advisory vote on executive
compensation.
Item
9.01 | Financial
Statements and Exhibits. |
(d)
Exhibits
| 104 | Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 28, 2023
|
FOSSIL GROUP, INC. |
|
|
|
|
By: |
/s/ SUNIL M. DOSHI |
|
Name: |
Sunil M. Doshi |
|
Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
FOSSIL GROUP, INC.
Fossil Group, Inc., a corporation organized
and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:
FIRST:
The State of Delaware, which is the Corporation’s state of incorporation, enacted legislation that enables Delaware corporations
to limit the liability of certain corporate officers in limited circumstances under Section 102(b)(7) of the Delaware General
Corporation Law (“DGCL”);
SECOND:
That at a meeting of the Board of Directors (the “Board”) of the Corporation the Board adopted resolutions recommending to
the Corporation’s stockholders (a) that Article VI of the Corporation’s Third Amended and Restated Certificate of
Incorporation be amended (the “Proposed Amendment”) to provide for the exculpation of corporate officers consistent with Section 102(b)(7) of
the DGCL (as amended), (b) declaring the Proposed Amendment to be advisable and (c) that the Proposed Amendment be considered
at the Corporation’s next regularly scheduled annual meeting of stockholders;
THIRD:
After giving effect to the Proposed Amendment, Article VI of the Corporation’s Third Amended and Restated Certificate of Incorporation
shall read as follows:
ARTICLE VI
To the fullest extent permitted by the DGCL, a director or
officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for any breach of
fiduciary duty as a director or officer (as the case may be), except to the extent such an exemption from liability or limitation thereof
is not permitted under the DGCL. If the DGCL is amended after the date of filing of this Certificate of Incorporation to authorize any
corporate action which further eliminates or limits the personal liability of directors or officers (as the case may be), then the liability
of a director or officer (as the case may be) of the Corporation, in addition to the limitation on personal liability provided herein,
shall be limited to the fullest extent permitted by the DGCL as amended. Any repeal or modification of this Article VI by the stockholders
of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or
officer of the Corporation existing at the time of such repeal or modification.
FOURTH:
Thereafter, pursuant to a resolution of its Board of Directors, an annual meeting of the stockholders of the Corporation was duly called
and held upon notice in accordance with Section 222 of the DGCL at which meeting the necessary number of shares as required by statute
were voted in favor of the Proposed Amendment.
FIFTH:
The Proposed Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.
IN
WITNESS WHEREOF, Fossil Group, Inc. has caused this Certificate of Amendment to be signed on its behalf, by Randy S. Hyne,
its Vice President, General Counsel and Secretary, this 24th day of May 2023.
|
FOSSIL GROUP, INC. |
|
|
|
By: |
/s/ Randy S. Hyne |
|
Name: Randy S. Hyne |
|
Title: Vice President, General Counsel and Secretary |
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This Current Report on Form 8-K/A (the "Amendment") is being filed by Fossil Group, Inc. (the "Company") to amend and restate in its entirety the Current Report on Form 8-K filed by the Company on May 26, 2023 (the "Original Report"). The Original Report was filed, among other things, to report voting results with respect to Proposal 4 (as defined below) at the Company's 2023 Annual Meeting of Stockholders (the "Annual Meeting") held on May 24, 2023. The Original Report erroneously reported that Proposal 4 was approved at the Annual Meeting. This Amendment cancels the approval of Proposal 4, eliminates Item 5.02(e) and removes Exhibit 10.1 from Item 9.01.
|
Document Period End Date |
May 24, 2023
|
Current Fiscal Year End Date |
--12-31
|
Entity File Number |
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|
Entity Registrant Name |
FOSSIL GROUP,
INC.
|
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|
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|
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