Fossil Group, Inc. 8-K

What Happened

• Fossil Group, Inc. held its 2025 Annual Meeting of Stockholders on December 19, 2025 and filed the voting results on Form 8-K. Eight director nominees were elected to serve through the 2026 annual meeting. The company also held an advisory (non‑binding) vote on executive compensation and voted to ratify Deloitte & Touche LLP as its independent registered public accounting firm for the fiscal year ending January 3, 2026.
• Director votes in favor (selected): Pamela B. Corrie — 24,156,981; Susie Coulter — 24,168,834; Pamela J. Edwards — 24,168,983; Franco Fogliato — 24,174,040; Kevin Mansell — 24,047,879; Marc Rey — 24,060,847; Wendy L. Schoppert — 24,169,956; Gail B. Tifford — 24,136,668. Broker non‑votes on director matters were about 8.53 million shares.

Key Details

• Meeting date: December 19, 2025.
• Advisory vote on executive compensation (Proposal 2): 23,219,948 FOR, 1,195,930 AGAINST, 188,670 ABSTAIN; ~8.53M broker non‑votes.
• Auditor ratification (Proposal 3): 32,912,123 FOR, 211,398 AGAINST, 13,479 ABSTAIN — Deloitte ratified for FY ending Jan 3, 2026.
• All eight director nominees received more votes in favor than against and were elected.

Why It Matters

• The vote results confirm the company’s board composition and continuity of its external auditor, both of which affect corporate governance and oversight going into the next fiscal year.
• The strong "for" result on the advisory executive compensation vote signals shareholder support for Fossil’s pay practices, while the large number of broker non‑votes (~8.53M) indicates many shares held by brokers did not participate in some matters—worth noting because broker non‑votes can affect the practical vote counts on non‑routine proposals.
• For investors, these are governance outcomes (not financial results) that can influence confidence in management and oversight but do not directly change financial statements.