Here are the DEF 14A proxy statements from Fossil Group, Inc. (FOSL) in our archive over the last 12 months, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A DEF 14A covers the proxy statement, with executive pay and the shareholder votes, so if you follow FOSL and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FOSL filings page.
Fossil Group, Inc. is soliciting proxies for its 2026 annual meeting on October 2, 2026. Stockholders will vote to elect seven directors, approve on an advisory basis named executive officer compensation, approve the First Amendment to the 2024 Long-Term Incentive Plan, and ratify Deloitte & Touche LLP as auditor for the fiscal year ending January 2, 2027.
The board reports strong governance practices, fully independent key committees, and an independent chair. For fiscal 2025, the company achieved $1.0 billion in net sales and $10.6 million in adjusted operating income, producing a 100.8% payout under the annual cash incentive plan. CEO Franco Fogliato received $2.73 million in 2025 total compensation. As of August 3, 2026, there were 56,638,052 shares outstanding; Nantahala Capital Management beneficially owned 10.4% and BlackRock 6.4%.
Fossil Group, Inc. has released its 2025 proxy statement for a virtual annual meeting on December 19, 2025. Stockholders of record as of October 23, 2025 will vote on three main items: electing eight directors for terms running to the 2026 meeting, an advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as independent auditor for the fiscal year ending January 3, 2026.
The filing highlights a refreshed, predominantly independent board with deep retail, finance and turnaround experience, including CEO Franco Fogliato, appointed in September 2024, and several new directors added in 2024–2025. It describes four core elements of executive pay—base salary, annual cash incentives, long‑term equity and standard benefits—plus significant transition and severance payments tied to leadership changes.
For 2024, the annual bonus plan for named executives was driven by net sales, adjusted operating income and cost‑saving targets, producing an overall payout of 63.9% of target. The proxy also discloses director retainers, RSU grants of 25,000 units to each non‑employee director in 2024, stock ownership guidelines, and major shareholders holding more than 5% of the company’s common stock.