Fossil Group holders approve incentive-plan amendment
The meeting also addressed director terms, an advisory executive-compensation vote and Deloitte & Touche LLP's appointment for the fiscal year ending January 2, 2027.
Sentiment and the balance of points
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Form Type
8-K
Rhea-AI Filing Summary
Fossil Group, Inc. (FOSL) stockholders approved the First Amendment to the 2024 Long-Term Incentive Plan at the October 2, 2026 annual meeting. The board had previously approved the amendment, subject to stockholder approval. The proposal received 25,772,703 votes in favor, 9,297,555 against, 71,878 abstentions and 8,117,142 broker non-votes.
The meeting also included director elections for one-year terms for Susie Coulter, Sebastian J. DiGrande, Pamela J. Edwards, Franco Fogliato, Chandhu Nair, Marc Rey and Wendy L. Schoppert; an advisory vote on executive compensation; and ratification of Deloitte & Touche LLP for the fiscal year ending January 2, 2027.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Votes in favor: 25,772,703 votes
Votes against: 9,297,555 votes
Votes in favor: 31,811,253 votes
+3 more
6 metrics
Votes in favor
25,772,703 votes
Proposal 3, First Amendment to the 2024 Long-Term Incentive Plan
Votes against
9,297,555 votes
Proposal 3, First Amendment to the 2024 Long-Term Incentive Plan
Votes in favor
31,811,253 votes
Proposal 2, advisory vote on executive compensation
Votes against
2,309,066 votes
Proposal 2, advisory vote on executive compensation
Votes in favor
42,881,357 votes
Proposal 4, ratification of Deloitte & Touche LLP
Votes against
296,757 votes
Proposal 4, ratification of Deloitte & Touche LLP
Key Terms
Broker Non-Votes, advisory vote on executive compensation, independent registered public accounting firm
3 terms
Broker Non-Votes regulatory
"8,117,142 broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote on executive compensation regulatory
"hold an advisory vote on executive compensation"
A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.
independent registered public accounting firm regulatory
"as the Company's independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many votes did FOSL's incentive-plan amendment receive?
At the October 2, 2026 annual meeting, Fossil Group stockholders approved the First Amendment to the 2024 Long-Term Incentive Plan, with 25,772,703 votes in favor, 9,297,555 against, 71,878 abstentions and 8,117,142 broker non-votes.
What were the results of FOSL's executive compensation vote?
At the October 2, 2026 annual meeting, Proposal 2, an advisory vote on executive compensation, received 31,811,253 votes in favor, 2,309,066 against, 1,021,818 abstentions and 8,117,141 broker non-votes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): October 2, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer | ||||||||||||
| incorporation or organization) | Identification No.) | |||||||||||||
| (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):
| Title of each class | Ticker Symbol | Name of each exchange on which registered | ||||||||||||
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).
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
(e) On October 2, 2026, the stockholders of Fossil Group, Inc. (the “Company”) approved the First Amendment to the Fossil Group, Inc. 2024 Long-Term Incentive Plan (the “Amendment”). The Board of Directors of the Company had previously approved the Amendment, subject to stockholder approval. The material terms of the Amendment are summarized in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 12, 2026 (the “Proxy Statement”), which description is incorporated by reference herein. This description of the Amendment is qualified in its entirety by reference to the actual terms of the Amendment, a complete copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
The Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on October 2, 2026 to (i) elect seven directors to the Board of Directors 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) vote on a proposal to approve the First Amendment to the Fossil Group, Inc. 2024 Long-Term Incentive Plan (“Proposal 3”) and (iv) ratify the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2027 (“Proposal 4”). 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 | ||||||||||||||||||||||||||||||||
| Susie Coulter | 34,575,455 | 557,511 | 9,172 | 8,117,140 | ||||||||||||||||||||||||||||
| Sebastian J. DiGrande | 35,084,180 | 48,575 | 9,383 | 8,117,140 | ||||||||||||||||||||||||||||
| Pamela J. Edwards | 35,119,918 | 13,058 | 9,163 | 8,117,139 | ||||||||||||||||||||||||||||
| Franco Fogliato | 35,119,885 | 12,968 | 9,286 | 8,117,139 | ||||||||||||||||||||||||||||
| Chandhu Nair | 35,120,045 | 12,687 | 9,406 | 8,117,140 | ||||||||||||||||||||||||||||
| Marc Rey | 33,164,382 | 1,968,370 | 9,387 | 8,117,139 | ||||||||||||||||||||||||||||
| Wendy L. Schoppert | 35,116,968 | 15,993 | 9,178 | 8,117,139 | ||||||||||||||||||||||||||||
| Proposal 2 | 31,811,253 | 2,309,066 | 1,021,818 | 8,117,141 | ||||||||||||||||||||||||||||
| Proposal 3 | 25,772,703 | 9,297,555 | 71,878 | 8,117,142 | ||||||||||||||||||||||||||||
| Proposal 4 | 42,881,357 | 296,757 | 81,164 | — | ||||||||||||||||||||||||||||
| Item 9.01 | Financial Statements and Exhibits. | |||||||
| (d) | Exhibits. | |||||||
| 10.1 | First Amendment to the Fossil Group, Inc. 2024 Long-Term Incentive Plan. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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: October 6, 2026 | ||||||||
| FOSSIL GROUP, INC. | ||||||||
| By: | /s/ Randy S. Hyne | |||||||
| Name: | Randy S. Hyne | |||||||
| Title: | Chief Legal Officer and Secretary | |||||||