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) May 22, 2013

 

FOSSIL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-19848

 

75-2018505

(State or other jurisdiction of

 

(Commission File

 

(IRS Employer Identification

incorporation)

 

Number)

 

No.)

 

901 S. Central Expressway

 

 

Richardson, Texas

 

75080

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (972) 234-2525

 

FOSSIL, INC.

(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):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

At the annual meeting of stockholders (the “Annual Meeting”) of Fossil, Inc. (the “Company”) on May 22, 2013, the terms of Michael Steinberg and Donald J. Stone as members of the board of directors (the “Board”) of the Company expired, and Messrs. Steinberg and Stone were not nominated for re-election to the Board.  In order that they may continue to provide valuable service to the Company based upon their years of experience and knowledge of business and the Company’s affairs, and upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board has designated Messrs. Steinberg and Stone as Advisory Directors for a term of one year, expiring on the date of the 2014 annual meeting of stockholders of the Company.  As Advisory Directors, Messrs. Steinberg and Stone may be invited from time to time to attend and participate in regular and special meetings of the Board at the discretion of the Chairman of the Board, but will not be entitled to vote on any matter.

 

Messrs. Steinberg and Stone will be entitled to receive customary reimbursement for travel and related expenses, but will not otherwise be entitled to receive any compensation for their service as Advisory Directors.  The Company stock options that Messrs. Steinberg and Stone held on May 22, 2013 will continue to be exercisable as if they were still serving as members of the Board.  Pursuant to letter agreements executed with each of Messrs. Steinberg and Stone, they will not receive any future automatic director grants pursuant to the Company’s 2008 Long-Term Incentive Plan.  The letter agreements with Messrs. Steinberg and Stone are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On March 20, 2013, the Board approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended, to change the Company’s corporate name from “Fossil, Inc.” to “Fossil Group, Inc.” (the “Charter Amendment”) and recommended that it be submitted to the Company’s stockholders for approval.  The stockholders approved the Charter Amendment at the Annual Meeting, and a Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of Fossil, Inc. was filed with the Delaware Secretary of State on May 22, 2013.

 

On May 22, 2013, the Board approved the Fourth Amended and Restated Bylaws of the Company (the “New Bylaws”), which became effective immediately.

 

The foregoing descriptions of the Charter Amendment and the New Bylaws are qualified in their entirety by reference to the full text of the Charter Amendment and the New Bylaws, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The Company held its Annual Meeting on May 22, 2013 to (i) elect ten directors to the Board 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) ratify the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2013 (“Proposal 3”), (iv) vote on an amendment to the Company’s certificate of incorporation to change its corporate name to Fossil Group, Inc. (“Proposal 4”), and (v) vote on a stockholder proposal regarding a report describing the Company’s supply chain standards related to environmental impacts (“Proposal 5”). For more information about the foregoing proposals, see the Company’s definitive proxy statement dated April 8, 2013.

 

The table below shows the final results of the voting at the Annual Meeting:

 

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Votes in 
Favor

 

Votes 
Withheld or
Cast Against

 

Abstain

 

Broker
Non-
Votes

 

Proposal 1

 

 

 

 

 

 

 

 

 

Elaine Agather

 

50,916,897

 

141,309

 

 

2,209,797

 

Jeffrey N. Boyer

 

50,967,622

 

90,584

 

 

2,209,797

 

Kosta N. Kartsotis

 

49,791,851

 

1,266,355

 

 

2,209,797

 

Diane L. Neal

 

50,915,100

 

143,106

 

 

2,209,797

 

Thomas M. Nealon

 

50,960,242

 

97,964

 

 

2,209,797

 

Mark D. Quick

 

50,962,822

 

95,384

 

 

2,209,797

 

Elysia Holt Ragusa

 

50,759,365

 

298,841

 

 

2,209,797

 

Jal S. Shroff

 

50,933,045

 

125,161

 

 

2,209,797

 

James E. Skinner

 

50,967,779

 

90,427

 

 

2,209,797

 

James M. Zimmerman

 

50,962,629

 

95,577

 

 

2,209,797

 

 

 

 

 

 

 

 

 

 

 

Proposal 2

 

50,848,747

 

176,177

 

33,196

 

2,209,883

 

 

 

 

 

 

 

 

 

 

 

Proposal 3

 

52,599,737

 

646,104

 

22,160

 

 

 

 

 

 

 

 

 

 

 

 

Proposal 4

 

53,233,439

 

14,135

 

20,429

 

 

 

 

 

 

 

 

 

 

 

 

Proposal 5

 

11,365,829

 

27,774,210

 

11,918,167

 

2,209,797

 

 

Item 9.01  Financial Statements and Exhibits.

 

(d)           Exhibits.

 

3.1

 

Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of Fossil, Inc.

 

 

 

3.2

 

Fourth Amended and Restated Bylaws of Fossil Group, Inc.

 

 

 

10.1

 

Letter Agreement Regarding Acceptance to Serve as an Advisory Director and Election to Decline Participation in the Fossil, Inc. 2008 Long-Term Incentive Plan, executed by Michael Steinberg on May 22, 2013.

 

 

 

10.2

 

Letter Agreement Regarding Acceptance to Serve as an Advisory Director and Election to Decline Participation in the Fossil, Inc. 2008 Long-Term Incentive Plan, executed by Donald J. Stone on May 22, 2013.

 

3



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

FOSSIL GROUP, INC.

 

 

 

 

Date: May 28, 2013

By:

/s/ Dennis R. Secor

 

Name:

Dennis R. Secor

 

Title:

Executive Vice President and Chief Financial Officer

 

4



 

EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibit

3.1

 

Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of Fossil, Inc.

3.2

 

Fourth Amended and Restated Bylaws of Fossil Group, Inc.

10.1

 

Letter Agreement Regarding Acceptance to Serve as an Advisory Director and Election to Decline Participation in the Fossil, Inc. 2008 Long-Term Incentive Plan, executed by Michael Steinberg on May 22, 2013.

10.2

 

Letter Agreement Regarding Acceptance to Serve as an Advisory Director and Election to Decline Participation in the Fossil, Inc. 2008 Long-Term Incentive Plan, executed by Donald J. Stone on May 22, 2013.

 

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