UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 19, 2025
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 | 75080 | |
| (Address of principal executive offices) | (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 | ||
| Common Stock, par value $0.01 per share | FOSL | 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. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on December 19, 2025 to (i) elect eight directors to the Board of Directors to serve for a term of office to expire at the annual meeting of stockholders in 2026 or until their respective successors are elected and qualified (“Proposal 1”), (ii) hold an advisory vote on executive compensation (“Proposal 2”), and (iii) ratify the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 3, 2026 (“Proposal 3”). For more information about the foregoing proposals, see the Proxy Statement for the Annual Meeting.
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 | ||||||||||||||||
| Pamela B. Corrie | 24,156,981 | 444,724 | 2,842 | 8,532,453 | ||||||||||||
| Susie Coulter | 24,168,834 | 432,872 | 2,842 | 8,532,452 | ||||||||||||
| Pamela J. Edwards | 24,168,983 | 432,722 | 2,843 | 8,532,452 | ||||||||||||
| Franco Fogliato | 24,174,040 | 427,668 | 2,841 | 8,532,451 | ||||||||||||
| Kevin Mansell | 24,047,879 | 441,792 | 114,876 | 8,532,453 | ||||||||||||
| Marc Rey | 24,060,847 | 428,824 | 114,877 | 8,532,452 | ||||||||||||
| Wendy L. Schoppert | 24,169,956 | 431,751 | 2,842 | 8,532,451 | ||||||||||||
| Gail B. Tifford | 24,136,668 | 465,037 | 2,842 | 8,532,453 | ||||||||||||
| Proposal 2 | 23,219,948 | 1,195,930 | 188,670 | 8,532,452 | ||||||||||||
| Proposal 3 | 32,912,123 | 211,398 | 13,479 | — | ||||||||||||
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: December 23, 2025 | ||||||
| FOSSIL GROUP, INC. | ||||||
| By: | /s/ Randy S. Hyne | |||||
| Name: | Randy S. Hyne | |||||
| Title: | Chief Legal Officer and Secretary | |||||