8-K
Fossil Group, Inc. (FOSL)
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): April 9, 2020
FOSSIL GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-19848 | 75-2018505 |
|---|---|---|
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer |
| incorporation or organization) | Identification 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
(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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Title of each class | Ticker Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | FOSL | The Nasdaq Stock Market LLC |
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).
☐ Emerging growth company
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 April 9, 2020, Fossil Group, Inc. (the “Company”) announced that, effective immediately, Jeffrey N. Boyer, who has served as Executive Vice President, Chief Financial Officer and Treasurer of the Company since October 2017, has been appointed to the additional role of Chief Operating Officer.
Mr. Boyer, 61, has extensive management experience, having previously served on the Company’s Board of Directors from December 2007 until October 2017 and, prior to joining the Company, held a number of executive level roles at consumer product and retail companies, including serving as Executive Vice President and Chief Financial Officer for Pier 1 Imports, Inc. from June 2015 to October 2017.
In connection with the appointment of Mr. Boyer to Chief Operating Officer, Mr. Boyer will receive a grant of 50,000 restricted stock units pursuant to the Company’s 2016 Long Term Incentive Plan. The award will vest in full on April 15, 2023, provided that Mr. Boyer is continuously employed by the Company through such date.
Mr. Boyer is not a party to any transaction described in Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries.
On April 9, 2020, the Company posted a press release announcing the appointment of Mr. Boyer to Chief Operating Officer. A copy of the press release is attached as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Document Description |
|---|---|
| 99.1 | Press Release, dated April 9, 2020, announcing the appointment of Jeffrey N. Boyer. |
| 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: April 10, 2020 | ||
|---|---|---|
| FOSSIL GROUP, INC. | ||
| By: | /s/ JEFFREY N. BOYER | |
| Name: | Jeffrey N. Boyer | |
| Title: | Chief Operating Officer, Chief Financial Officer and Treasurer |
Exhibit
Exhibit 99.1
Fossil Group, Inc. Establishes Office of the Chairman,
Expands Responsibilities of Key Executives
RICHARDSON, Texas - April 9, 2020 - Fossil Group, Inc. (NASDAQ: FOSL) (the “Company” or “Fossil Group”) today announced that the Company has established an Office of the Chairman to drive greater agility in responding to changing market conditions as well as develop Fossil Group’s long-term strategic roadmap. The Company also announced that, effective immediately, Chief Financial Officer and Treasurer Jeff Boyer has been appointed to the additional role of Chief Operating Officer and Greg McKelvey will expand his role as Executive Vice President and Chief Commercial Officer.
“I’m pleased that Jeff and Greg agreed to take on these new roles and join me as members of the Office of the Chairman,” said Kosta Kartsotis, Chairman and Chief Executive Officer. “Operating in today’s evolving and uncertain environment demands agility and forward-thinking, and by coming together as a group we can better position the Company to navigate the current climate while also positioning the business to reach its full potential over the long-term.”
Mr. Boyer, who has served as Executive Vice President, Chief Financial Officer and Treasurer since October 2017, adds the role of Chief Operating Officer to his responsibilities and will oversee the Finance, Accounting, I.T. and Operations functions at the Company. Mr. Boyer has extensive management experience having previously served on the Company’s Board of Directors from December 2007 until October 2017 and, prior to joining Fossil Group, held a number of executive level roles at consumer product and retail companies.
Mr. McKelvey joined Fossil Group in 2013 and served as Chief Strategy and Marketing Officer until March 2019 when he was appointed Executive Vice President and Chief Commercial Officer. In his expanded role as a member of the Office of the Chairman, Mr. McKelvey will oversee the Company’s European region and overall company growth strategy in addition to maintaining his current responsibilities for the Americas region, retail stores, connected devices group, strategy and analytics.
Mr. Kartsotis continued, “Both Jeff and Greg have made significant contributions to the business over the past several years. As we continue to drive the business forward, we will remain nimble and continue to act with purpose as we seek to deliver long-term value to our employees, customers, and shareholders.”
About Fossil Group, Inc.
We are a global design, marketing, distribution and innovation company specializing in lifestyle accessories. Under a diverse portfolio of owned and licensed brands, our offerings include fashion watches, jewelry, handbags, small leather goods and wearables. We are committed to delivering the best in design and innovation across our owned brands, Fossil, Michele, Misfit, Relic, Skagen and Zodiac, and licensed brands, Armani Exchange, BMW, Chaps, 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 us is also available at www.fossilgroup.com.
Global Corporate Communications:
James Webb
Fossil Group
jwebb1@fossil.com
Investor Relations:
Christine Greany
The Blueshirt Group
christine@blueshirtgroup.com