Fossil Group, Inc 8-K, filed Dec 6, 2022
Fossil Group, Inc. (FOSL)
8-K
2022-12-06
For: 2022-12-06
View Original
Added on
April 11, 2026
About this 8-K
Fossil Group, Inc filed this 8-K on December 6, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): December 6, 2022
(Exact name of registrant as specified in its charter)
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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):
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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. | ||||
On December 5, 2022, Suzanne Coulter was appointed to the Board of Directors (the “Board”) of Fossil Group, Inc. (the “Company”), effective December 5, 2022. Ms. Coulter was not appointed to any committees of the Board.
Ms. Coulter is not a party to any arrangement or understanding with any person pursuant to which she was appointed as a director, nor is she a party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries.
For her service on the Board, Ms. Coulter will receive the Company’s standard non-employee director cash compensation, which includes an annual cash retainer of $60,000. The annual retainer to be paid to Ms. Coulter will be paid on a quarterly basis in arrears and will be pro-rated for the fourth quarter based on the number of days between the date of her appointment and December 31, 2022, the end of the fourth calendar quarter.
In addition, pursuant to the Company’s 2016 Long-Term Incentive Plan (the “Plan”), Ms. Coulter would be entitled to receive a grant of 9,811 restricted stock units as of the effective date of her appointment, pro-rated to reflect the number of days between the date of her appointment and the one year anniversary of the Company’s 2022 Annual Stockholders Meeting. However, as a result of the substantial decrease in the price of the Company’s common stock since the date of the 2022 Annual Stockholders Meeting, the Board has determined that it is in the best interests of the Company to grant Ms. Coulter 9,811 Restricted Stock Units under the Plan in lieu of the automatic pro-rated grant provided for under the Plan. Ms. Coulter will receive the grant of 9,811 restricted stock units as of the effective date of her appointment. Ms. Coulter would also receive an additional grant of restricted stock units equal to the number of shares of common stock having an aggregate fair market value of $130,000 on the date of the Company’s 2023 Annual Stockholders Meeting, if she is then serving as a non-employee director. The restricted stock units to be granted to Ms. Coulter vest and convert into shares of common stock (i) upon the first anniversary of the date of grant for the restricted stock units granted upon her appointment to the Board; and (ii) upon the earlier of the first anniversary of the date of grant or the first Annual Stockholders Meeting following the date of grant for the restricted stock units to be granted on the date of the 2023 Annual Stockholders Meeting; provided that Ms. Coulter is providing services to the Company or its subsidiaries on each such vesting date.
On December 6, 2022, the Company issued a press release announcing the appointment of Ms. Coulter, which is incorporated herein by reference. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Document Description | |||||||
| 99.1 | ||||||||
| 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: December 6, 2022 | ||||||||
| FOSSIL GROUP, INC. | ||||||||
| By: | /s/ SUNIL M. DOSHI | |||||||
| Sunil M. Doshi | ||||||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||||||
Exhibit 99.1
Fossil Group Appoints Susie Coulter to Board of Directors
RICHARDSON, Texas - December 6, 2022 – Fossil Group, Inc. (NASDAQ: FOSL) (the “Company” or “Fossil Group”) today announced the addition of respected beauty and fashion executive Suzanne (Susie) Coulter to the Company’s Board of Directors, effective immediately. The appointment expands the size of the Board of Directors to eight members, including seven independent directors.
Ms. Coulter brings almost 25 years of leadership within the retail, beauty and fashion industries to Fossil Group. She is the Founder and Chief Executive Officer of Arq Botanics, a personal care company that develops and sells all-natural health and beauty products. She currently sits on the Board of Directors of Abercrombie & Fitch Co., where she serves as Chair of the Environmental, Social and Governance Committee.
“Susie’s immense retail background, from corporate leadership and entrepreneurship to more specific expertise in retail strategy, operations, merchandising and supply chain, will be invaluable to our Board of Directors,” said Kosta N. Kartsotis, Chairman and Chief Executive Officer of Fossil Group. “We look forward to having her join our board and the impact her decades of retail, fashion and beauty experience will have on the Fossil Group business.”
Prior to her entrepreneurial venture founding Arq Botanics, Ms. Coulter served in senior leadership roles at Victoria’s Secret & Co. and Ralph Lauren Corporation. As President of the Beauty Division at Victoria’s Secret, she led and oversaw the global development and management of the company’s line of fragrances, lotions, cosmetics and other beauty products. While at Ralph Lauren, she served as President of US Retail, overseeing the merchandising, management, operations and marketing of Ralph Lauren’s Polo stores in the U.S.
“I have always been drawn to brands like Fossil that have a strong heritage and a proven ability to keep a finger on the pulse of the consumer. It is an honor to join the Fossil Group Board and such a talented group of directors. I am incredibly excited to have the opportunity to contribute and support the company in the next phase of growth”, said Susie Coulter.
Ms. Coulter's extensive experience in retail, beauty, and fashion also includes positions at Harrods, House of Fraser, and the Edgars Group.
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 traditional watches, smartwatches, 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, DKNY, Emporio Armani, kate spade new york, Michael Kors, PUMA 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.