UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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 | |||||