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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): July 14, 2024
FOSSIL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-41040 | | 75-2018505 |
(State or other jurisdiction of | | (Commission File Number) | | (IRS Employer |
incorporation or organization) | | | | Identification No.) |
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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))
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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. ☐
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Director
On July 14, 2024, Ms. Kim Harris Jones notified the Board of Directors (the "Board") of Fossil Group, Inc. (the "Company") that she intends to resign as a member of the Board and as a member of the Audit Committee and the Nominating and Corporate Governance Committee of the Board effective July 31, 2024. Ms. Harris Jones’ resignation is not the result of any dispute or disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company.
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.
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Date: July 18, 2024 | | |
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| FOSSIL GROUP, INC. |
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| By: | /s/ Randy S. Hyne |
| | Randy S. Hyne |
| | Chief Legal Officer and Secretary |