Fossil Group (NASDAQ: FOSL) schedules 2026 annual meeting and proposal deadline
Rhea-AI Filing Summary
Fossil Group, Inc. has scheduled its 2026 Annual Meeting of Stockholders for October 2, 2026 at 9:00 a.m. Central Time. The Board of Directors set August 3, 2026 as the record date to determine stockholders entitled to receive notice of, and vote at, the meeting.
Under the company’s Sixth Amended and Restated Bylaws, stockholders who wish to submit proposals or director nominations must deliver written notice to the Secretary at 901 S. Central Expressway, Richardson, Texas 75080 by the close of business on July 30, 2026. The company states this date is, for purposes of Rule 14a-8 of the Exchange Act, a reasonable time before it begins to print and mail its proxy materials. Previous deadlines described in the 2025 proxy statement no longer apply.
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8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
2026 Annual Meeting date and time: October 2, 2026 at 9:00 a.m. Central Time
Record date: August 3, 2026
Proposal and nomination deadline: July 30, 2026
3 metrics
2026 Annual Meeting date and time
October 2, 2026 at 9:00 a.m. Central Time
Scheduled timing of the 2026 Annual Meeting of Stockholders
Record date
August 3, 2026
Date for determining stockholders entitled to notice of and to vote at the 2026 Annual Meeting
Proposal and nomination deadline
July 30, 2026
Last day for stockholders to submit proposals or director nominations under the Bylaws
Key Terms
record date, Sixth Amended and Restated Bylaws, stockholder proposals, director nominations, +2 more
6 terms
record date regulatory
"The Board also established August 3, 2026 as the record date for determining the stockholders"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
Sixth Amended and Restated Bylaws regulatory
"Pursuant to the Company’s Sixth Amended and Restated Bylaws (the “Bylaws”)"
stockholder proposals regulatory
"deadlines for stockholder proposals and director nominations for the 2026 Annual Meeting"
Stockholder proposals are formal suggestions submitted by a company’s shareholders for consideration at the annual meeting, asking the board or management to adopt policies, change practices, or provide specific information. They matter to investors because they offer a way to influence corporate decisions—like a homeowner bringing a rule change to a neighborhood meeting—and can affect governance, risk, reputation and long‑term value.
director nominations regulatory
"deadlines for stockholder proposals and director nominations for the 2026 Annual Meeting"
Director nominations are proposals to appoint specific people to a company's board of directors, put forward for shareholder consideration and typically decided by a vote. The board steers strategy, hires and evaluates executives, and watches over risk and finances—like choosing a school's board or a homeowners’ association—so who is nominated affects governance quality, company direction, and ultimately potential investor returns.
Rule 14a-8 regulatory
"for purposes of Rule 14a-8 under the Securities Exchange Act of 1934"
Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.
proxy materials regulatory
"a reasonable time before it begins to print and mail its proxy materials"
Proxy materials are the packet of documents sent to shareholders that explain items to be voted on at a company meeting and include the actual ballot or instructions for casting a vote. Think of them as a voting packet that lays out who’s running the company, major proposals (like pay, mergers, or board changes), and arguments for and against each item. Investors care because those votes shape corporate direction, affect risk and future profits, and can influence share value.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
When will Fossil Group (FOSL) hold its 2026 Annual Meeting?
Fossil Group will hold its 2026 Annual Meeting of Stockholders on October 2, 2026 at 9:00 a.m. Central Time. The specific meeting location will be provided in the company’s proxy statement and related materials for the 2026 Annual Meeting.
What is the record date for Fossil Group (FOSL) stockholders for the 2026 meeting?
The Board set August 3, 2026 as the record date for Fossil Group’s 2026 Annual Meeting. Stockholders of record at the close of business on that date are entitled to receive notice of, and vote at, the meeting and any adjournments or postponements.
What is the deadline to submit stockholder proposals or director nominations for FOSL’s 2026 meeting?
Stockholders must deliver proposals or director nominations by the close of business on July 30, 2026. Written notice must be sent to the Company’s Secretary at 901 S. Central Expressway, Richardson, Texas 75080, and must comply with the Bylaws and the Exchange Act.
Do prior Fossil Group (FOSL) proposal deadlines from the 2025 proxy still apply for 2026?
No. The company states that deadlines set out in the 2025 Annual Meeting proxy statement no longer apply. New timing under the Bylaws governs, including the July 30, 2026 deadline for stockholder proposals and director nominations for the 2026 Annual Meeting.
Where must Fossil Group (FOSL) stockholders send proposals or nominations for the 2026 meeting?
Stockholders must send written notices to the Company’s Secretary at 901 S. Central Expressway, Richardson, Texas 75080. Submissions must be received by July 30, 2026 and otherwise comply with Fossil Group’s Bylaws and applicable Exchange Act requirements, including Rule 14a-8.
How does Rule 14a-8 apply to Fossil Group (FOSL) proposals for the 2026 Annual Meeting?
Fossil Group has determined that July 30, 2026 is, for Rule 14a-8 purposes, a reasonable time before it begins printing and mailing proxy materials. Stockholder proposals must meet Rule 14a-8 and Bylaw requirements to be considered for inclusion or presentation.
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 20, 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 8.01 | Other Events. | ||||
On July 20, 2026, the Board of Directors (the “Board”) of Fossil Group, Inc. (the “Company”) set the date of the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) for October 2, 2026 at 9:00 a.m. Central Time. The Board also established August 3, 2026 as the record date for determining the stockholders entitled to notice of, and to vote at, the 2026 Annual Meeting and any adjournment or postponement thereof. The location of the 2026 Annual Meeting will be specified in the Company’s proxy statement for the 2026 Annual Meeting.
Pursuant to the Company’s Sixth Amended and Restated Bylaws (the “Bylaws”), the Company is providing its stockholders with the deadlines for stockholder proposals and director nominations for the 2026 Annual Meeting. The deadlines for submitting stockholder proposals and director nominations pursuant to the Bylaws, as set forth in the Company’s proxy statement for the 2025 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on November 21, 2025, no longer apply.
Stockholders submitting proposals or director nominations under the Bylaws must provide written notice to the Company’s Secretary at its principal executive offices at 901 S. Central Expressway, Richardson, Texas 75080, no later than the close of business on July 30, 2026, which is the 10th day after the date of the Company’s public announcement of the date of the 2026 Annual Meeting and which the Company has determined, for purposes of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to be a reasonable time before it begins to print and mail its proxy materials. In addition, stockholders must otherwise comply with the applicable provisions of the Bylaws and the Exchange Act.
A copy of the press release issued by the Company announcing the date of the 2026 Annual Meeting is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated July 20, 2026.
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: July 20, 2026 | ||||||||
| FOSSIL GROUP, INC. | ||||||||
| By: | /s/ Randy S. Hyne | |||||||
| Randy S. Hyne | ||||||||
| Chief Legal Officer and Secretary | ||||||||
Exhibit 99.1
FOSSIL GROUP, INC. ANNOUNCES DATE FOR 2026 ANNUAL MEETING OF STOCKHOLDERS
Richardson, TX, July 20, 2026 (GLOBE NEWSWIRE) - Fossil Group, Inc. (NASDAQ: FOSL) (the “Company”) today announced that its 2026 Annual Meeting of Stockholders will be held on October 2, 2026 at 9:00 a.m. Central Time (the “2026 Annual Meeting”). The Company’s Board of Directors has set August 3, 2026 as the record date for the 2026 Annual Meeting. The location of the 2026 Annual Meeting will be specified in the Company’s proxy statement for the 2026 Annual Meeting.
Pursuant to the Company’s Sixth Amended and Restated Bylaws (the “Bylaws”), the Company is providing its stockholders with the deadlines for stockholder proposals and director nominations for the 2026 Annual Meeting. The deadlines for submitting stockholder proposals and director nominations pursuant to the Bylaws, as set forth in the Company’s proxy statement for the 2025 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on November 21, 2025, no longer apply.
Stockholders submitting proposals or director nominations under the Bylaws must provide written notice to the Company’s Secretary at its principal executive offices at 901 S. Central Expressway, Richardson, Texas 75080, no later than the close of business on July 30, 2026, which is the 10th day after the date of the Company’s public announcement of the date of the 2026 Annual Meeting and which the Company has determined, for purposes of Rule 14a‑8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to be a reasonable time before it begins to print and mail its proxy materials. In addition, stockholders must otherwise comply with the applicable provisions of the Bylaws and the Exchange Act.
Additional information regarding the 2026 Annual Meeting will be provided in the Company’s proxy statement and related materials.
About Fossil Group, Inc.
Fossil Group, Inc. is a global design, marketing, distribution and innovation company specializing in lifestyle accessories. Under a diverse portfolio of owned and licensed brands, our offerings include watches, jewelry, handbags, small leather goods, belts and sunglasses. We are committed to delivering the best in design and innovation across our owned brands, Fossil, Michele, Relic, Skagen and Zodiac, and licensed brands, Armani Exchange, Diesel, Emporio
Armani, Michael Kors, Skechers and Tory Burch. We bring each brand story to life through an extensive distribution network across numerous geographies, categories, and channels. Certain press release and SEC filing information concerning the Company is also available at www.fossilgroup.com.
Investor Relations:
Christine Greany
The Blueshirt Group
christine@blueshirtgroup.com