Independent
Tenure on this board
3.8 yrs
Also a director at
Abercrombie & Fitch Co (ANF)
7 nominees · 4 ballot items.
Stockholders will elect seven directors, approve executive compensation on an advisory basis, approve an amendment adding 7,000,000 shares to the 2024 Long-Term Incentive Plan, and ratify Deloitte & Touche LLP as independent auditor.
Elect seven director nominees to serve until the 2027 annual meeting or until their successors are elected and qualified.
Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Executive Compensation section, compensation tables, and related narrative disclosure.
Proposal 2 asks stockholders to approve, on a non-binding advisory basis, the compensation paid to Fossil Group’s named executive officers. The resolution covers the Executive Compensation discussion, compensation tables, and related narrative disclosure in the proxy statement. Management presents the vote as an annual say-on-pay review pursuant to Section 14A of the Exchange Act and the Board’s decision to hold the vote annually after 94% of stockholders supported annual frequency in 2023. The disclosed 2025 program combines base salary, annual cash incentives, long-term equity awards, and employee benefits. Annual incentives were tied to net sales and adjusted operating income, while long-term awards included time-based and performance-based equity intended to align executives with stockholder value and retention objectives. The filing emphasizes that the compensation committee used performance goals, peer benchmarking, an independent compensation consultant, share-usage review, and a clawback policy. The company also highlights limits on practices such as repricing without stockholder approval, excise-tax gross-ups, excessive perquisites, hedging, and pledging. Management notes that the 2025 financial metrics produced an overall cash incentive payout of 100.8% and that approximately 95% of votes cast at the 2025 annual meeting approved the prior year’s program. The Board unanimously recommends a FOR vote, while acknowledging that the advisory result is non-binding but will be considered in future compensation decisions to the extent the company can identify the causes of significant negative voting results.
Approve an amendment to increase the maximum number of common shares available for awards under the 2024 Long-Term Incentive Plan by 7,000,000 shares, from 7,000,000 to 14,000,000 shares.
Proposal 3 asks stockholders to approve the First Amendment to the Fossil Group, Inc. 2024 Long-Term Incentive Plan. The amendment would add 7,000,000 shares to the plan’s share reserve, increasing the aggregate authorization from 7,000,000 to 14,000,000 shares, subject to customary plan adjustments and share recycling provisions. The amendment was adopted by the Board on May 6, 2026, but will not become effective unless approved by stockholders. Management states that the additional pool is needed to continue granting equity awards to key employees, contractors, and outside directors in a competitive labor market. As of August 3, 2026, approximately 2,120,795 shares remained available for future awards, and the company expects that amount to be insufficient for anticipated grant needs within approximately one to two years. The requested increase equals approximately 11.8% of issued and outstanding shares, while fully diluted overhang including outstanding awards and the remaining pool would be approximately 23%. The company reports a two-year average annual burn rate of approximately 4.81% and states that, absent unforeseen circumstances, it does not expect to seek another increase for roughly three years. The plan permits stock options, SARs, restricted stock, RSUs, performance awards, dividend equivalents, and other equity-based awards, while retaining a prohibition on repricing without stockholder approval and clawback provisions. Equity awards are particularly significant in the company’s compensation strategy because they are used to attract, retain, and motivate personnel and align recipients with long-term stockholder interests. The Board recommends voting FOR because it considers the additional authorization necessary for the company’s long-term growth and success.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as Fossil Group’s independent registered public accounting firm for the fiscal year ending January 2, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Nantahala Capital Management, LLC | 9.31% | 5,505,128 | $23M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.04% | 2,389,811 | $10M |
| 3 | HG Vora Capital Management, LLCActivist | 3.66% | 2,163,349 | $9M |
| 4 | MILLER VALUE PARTNERS, LLC | 3.62% | 2,143,445 | $9M |
| 5 | BlackRock, Inc. | 3.43% | 2,025,496 | $8M |
| 6 | AMERICAN CENTURY COMPANIES INC | 3.00% | 1,774,527 | $7M |
| 7 | ACADIAN ASSET MANAGEMENT LLC | 2.81% | 1,663,330 | $7M |
| 8 | TWO SIGMA INVESTMENTS, LP | 2.29% | 1,356,790 | $6M |
| 9 | BlackRock, Inc. | 2.25% | 1,333,411 | $6M |
| 10 | AMERIPRISE FINANCIAL INC | 2.23% | 1,316,648 | $5M |
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