--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-075802" form_type: "8-K/A" ticker: "FOSL" cik: "0000883569" company_name: "Fossil Group, Inc." filed_at: "2023-06-28T23:59:59+00:00" generated_at: "2026-06-13T15:52:44.564271+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.65 calibrated_materiality_score: 0.65 confidence: "high" source: SEC EDGAR --- # Fossil Group amends 8-K; reports 2023 LTIP Proposal 4 was not approved by shareholders ## Summary - Original 8-K erroneously reported Proposal 4 (2023 LTIP) as approved; amendment corrects that it failed. - Proposal 4 received 19,034,209 for, 12,288,224 against, 1,680,930 abstain, and 5,463,829 broker non-votes. - Proposal 5 (exculpation of officers) approved; Charter Amendment filed with Delaware. - All director nominees elected; advisory vote on executive compensation approved; auditor ratified. - Item 5.02(e) eliminated and Exhibit 10.1 removed as a result of the correction. ## SEC filing metadata - accession: 0001104659-23-075802 - form_type: 8-K/A - ticker: FOSL - cik: 0000883569 - company_name: Fossil Group, Inc. - filed_at: 2023-06-28T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.65 - calibrated_materiality_score: 0.65 - confidence: high - sec_items: 5.02, 9.01, 5.03, 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/883569/000110465923075802/0001104659-23-075802-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/883569/000110465923075802/tm2319981d1_8ka.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-075802 - JSON: https://secwatch.observer/filing/0001104659-23-075802.json - Plain text: https://secwatch.observer/filing/0001104659-23-075802.txt ## Key facts - Governance Changes Fossil Group, Inc.: Amended Article VI of the certificate of incorporation to update officer exculpation provisions (effective 2023-05-25). - Change: charter amendment - Effective: 2023-05-25 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/883569/000110465923075802/0001104659-23-075802-index.htm - Shareholder Votes Fossil Group, Inc. shareholders approved Approval of the Fossil Group, Inc. 2023 Long-Term Incentive Plan. at the 2023-05-24 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-24 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/883569/000110465923075802/0001104659-23-075802-index.htm - Shareholder Votes Fossil Group, Inc. shareholders approved Advisory vote on executive compensation. at the 2023-05-24 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-24 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/883569/000110465923075802/0001104659-23-075802-index.htm - Shareholder Votes Fossil Group, Inc. shareholders approved Proposal to amend the Company’s certificate of incorporation to permit exculpation of officers. at the 2023-05-24 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-24 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/883569/000110465923075802/0001104659-23-075802-index.htm - Shareholder Votes Fossil Group, Inc. shareholders approved Ratification of the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2023. at the 2023-05-24 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-24 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/883569/000110465923075802/0001104659-23-075802-index.htm - Shareholder Votes Fossil Group, Inc. shareholders approved Advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years. at the 2023-05-24 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-24 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/883569/000110465923075802/0001104659-23-075802-index.htm - Shareholder Votes Fossil Group, Inc. shareholders approved Election of eight directors to the Board to serve for a term of one year or until their respective successors are elected and qualified. at the 2023-05-24 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-24 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/883569/000110465923075802/0001104659-23-075802-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.