Fossil Group Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven (7) directors to the Company’s Board of Directors to serve for a term of one year or until their successors are elected and qualified.

2. 2

   Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

   ManagementBoard: FOR

   A non-binding, advisory (say-on-pay) vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Executive Compensation section of the proxy statement.

   More detail

   This proposal asks shareholders to provide a non-binding, advisory approval of the named executive officers’ compensation as disclosed in the proxy. Management seeks this advisory vote under Section 14A of the Exchange Act to obtain shareholder feedback on pay practices and to demonstrate alignment with shareholder interests. The company’s compensation program emphasizes a mix of short-term cash incentives and long-term equity incentives (RSUs, PRSUs/PSUs) intended to align executive decision-making with medium- and long-term stockholder value and retention objectives. The Compensation and Talent Management Committee retains discretion in award determinations, uses independent compensation consultants and a peer group, and sets performance metrics tied to net sales, adjusted operating income and specified stock-price/total shareholder return–linked adjustments for PRSUs. Management emphasizes that the vote is advisory and non-binding but that the Board will consider the voting outcome in future compensation decisions; historically the company received strong shareholder support (approximately 95% approval in 2025). From a governance perspective, investors will weigh the structure of incentives, the balance of time-based versus performance-based equity, vesting schedules, and potential dilution from equity plans, as well as severance/change-in-control provisions. A vote FOR signals support for the Board’s compensation philosophy and program design; a significant negative vote would prompt the Board and Compensation Committee to review program elements, metrics, and disclosures. The recommendation and the committee’s processes (use of Korn Ferry, peer benchmarking, clawback policy, anti-hedging/pledging rules, and stock ownership guidelines) are cited by management to justify shareholder support.

3. 3

   Approval of the First Amendment to the Fossil Group, Inc. 2024 Long-Term Incentive Plan

   ManagementBoard: FOR

   Approve the First Amendment to the 2024 Long-Term Incentive Plan to increase the maximum number of shares available under the plan by 7,000,000 shares (raising the aggregate maximum to 14,000,000 shares).

   More detail

   This management proposal requests shareholder approval to amend the Company’s 2024 Long-Term Incentive Plan to add 7,000,000 shares to the plan’s share reserve, increasing the authorized pool to 14,000,000 shares upon approval. Management asserts the increase is necessary to sustain the Company’s ability to grant equity-based awards used for recruitment, retention, and long-term incentive alignment across employees, contractors, and outside directors, and cites an expected shortfall in available shares within one to two years absent the amendment. The filing provides concrete context: as of August 3, 2026 approximately 2,120,795 shares remained available, the requested 7,000,000 represents ~11.8% of outstanding shares as of that date, and fully-diluted overhang including outstanding awards would be about 23%. Management notes a two-year average burn rate of ~4.81% and states it does not anticipate seeking further increases for approximately three years. The Board recommends FOR and frames the amendment as necessary for competitiveness in the labor market; however, the proposal raises typical shareholder concerns about dilution and overhang that investors will weigh against the benefits of maintaining a visible incentive program. Governance considerations include the plan’s limits (e.g., $130,000 annual cap for outside directors, 5% Exempt Shares), anti-repricing provisions, and the Committee’s discretion over awards and performance measures. The filing also discloses that all directors are eligible for awards and thus have a personal interest in the proposal, and notes the required affirmative vote is a simple majority of shares present and entitled to vote. For a sophisticated investor, the material facts to analyze are the expected longevity of the reserve given historical burn, the anticipated mix of awards (time-based vs. performance-based), potential dilution impact on EPS and ownership, and alignment of award design and performance metrics with long-term shareholder value creation.

4. 4

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2027.

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When is the Fossil Group Inc 2026 annual meeting?

Fossil Group Inc (FOSL) holds its 2026 annual shareholder meeting on Friday, October 2, 2026.

What is the record date for the Fossil Group Inc 2026 meeting?

The record date for the Fossil Group Inc 2026 meeting is Monday, August 3, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Fossil Group Inc's 2026 meeting?

The board is presenting 7 director nominees at the Fossil Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Fossil Group Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Fossil Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.