Fossil Group, Inc DEFA14A, filed Mar 13, 2024
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): March 11, 2024
FOSSIL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware |
001-41040 |
75-2018505 |
(State or other jurisdiction of |
(Commission File Number) |
(IRS Employer |
901 S. Central Expressway Richardson, Texas (Address of principal executive offices) |
75080 (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)
x 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 | ||
| 7.00% Senior Notes due 2026 | FOSLL | 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 2.02 | Results of Operations and Financial Condition. |
On March 13, 2024, Fossil Group, Inc. (the “Company”) issued a press release announcing financial results for the fiscal year ended December 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1.
The information in Item 2.02 of this Current Report and the accompanying Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to Item 2.02 of this Current Report in such a filing.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Chief Executive Officer Transition and Board Appointment
On March 13, 2024, the Company announced that Kosta N. Kartsotis is stepping down from his position as Chief Executive Officer and a member of the Board of Directors (the “Board”), effective immediately. To ensure a seamless transition, Mr. Kartsotis will remain with the Company in a transitional role through September 12, 2024 and, thereafter, will provide consulting services to the Company through September 13, 2025. Mr. Kartsotis’ departure was not the result of any disagreement with the Company on any matter relating to the Company’s financial statements, internal controls, operations, policies, or practices.
In connection with Mr. Kartsotis’ departure, the Board has appointed Jeffrey N. Boyer as interim Chief Executive Officer (“Interim CEO”) and as a member of the Board and appointed Kevin Mansell as Chairman of the Board, each effective as of March 13, 2024. Immediately prior to these appointments, Mr. Boyer served as the Company’s Executive Vice President and Chief Operating Officer, and Mr. Mansell served as the Company’s Lead Independent Director. The Board has retained an executive search firm and will consider both internal and external candidates as part of its process to identify a permanent CEO.
Biographical information regarding Mr. Boyer, age 65, is contained in and incorporated herein by reference from the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2023. There are no arrangements or understandings between Mr. Boyer and any other persons pursuant to which he was appointed as the Interim CEO or as a director. There are also no family relationships between Mr. Boyer and any director or executive officer of the Company, and Mr. Boyer has no direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Boyer will not receive any additional compensation for his service on the Board and will not serve on any committees of the Board.
Effective March 13, 2024, the Company entered into Consulting Agreement with Mr. Kartsotis pursuant to which Mr. Kartsotis will provide consulting services to the Company from September 13, 2024 to September 13, 2025. Pursuant to the Consulting Agreement, Mr. Kartsotis will receive a monthly consulting fee of $91,667. The Consulting Agreement contains customary protections regarding confidentiality, intellectual property, non-usurpation and non-disparagement.
The forgoing summary of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the Consulting Agreement attached as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On March 13, 2024, the Company issued a press release, a copy of which is furnished as Exhibit 99.2 hereto, announcing the matters described in Item 5.02 above.
The information in Item 7.01 of this Current Report and the accompanying Exhibit 99.2 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to Item 7.01 of this Current Report in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.1 | Consulting Agreement, dated March 13, 2024, by and between Fossil Group, Inc. and Kosta N. Kartsotis. |
| 99.1 | Press Release, dated March 13, 2024, announcing financial results for the fiscal year ended December 30, 2023. |
| 99.2 | Press Release, dated March 13, 2024, announcing management and Board changes. |
| 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: March 13, 2024 | ||
| FOSSIL GROUP, INC. | ||
| By: | /s/ SUNIL M. DOSHI | |
| Name: | Sunil M. Doshi | |
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |
Exhibit 10.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this “Agreement”), dated as of March 13, 2024 (the “Effective Date”), is entered into by and between Fossil Group, Inc., a Delaware corporation (the “Company”), and Kosta N. Kartsotis (the “Consultant”).
WHEREAS, the Company recognizes that it is useful and in the best interests of the Company to have the benefit of the Consultant’s services and experience in connection with the Consulting Services (as defined below).
WHEREAS, the Consultant has agreed to provide the Consultant’s services and experience in connection with the Consulting Services pursuant to the terms and conditions of this Agreement;
WHEREAS, the parties hereto wish to formalize the agreement of the Company and the Consultant;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties agree as follows:
1. Engagement. The Company hereby retains the Consultant as an independent contractor to provide the Consulting Services upon the terms and conditions contained herein, commencing on September 13, 2024 until September 13, 2025 (the “Term”), unless otherwise terminated earlier pursuant to Section 12 of this Agreement; provided that the Term may be extended by an agreement in writing signed by both parties, and the period following such extension that this Agreement remains in effect for shall also be considered part of the Term.
2. Services. During the Term, the Consultant will provide the services described in Exhibit A attached hereto, and any other services as mutually agreed in writing from time to time by the Company and the Consultant (collectively, the “Consulting Services”) for the Company. The Company is engaging the Consultant because of the Consultant’s expertise with respect to the Consulting Services and the Company shall not provide any training for the Consultant. The Consultant shall perform the Consulting Services with all reasonable skill and care, exercising the Consultant’s own independent judgment as to the means and methods by which the objects of the consulting will be accomplished.
3. Independent Contractor. The Consultant agrees that the Consultant is an independent contractor and that the Consultant is not entitled to and shall not claim any of the rights, privileges, or benefits of an employee of any member of the Company Group (as defined below). Furthermore, nothing in this Agreement is intended or shall be deemed to create any partnership, agency, or joint venture relationship between or among the parties. The Consultant understands that the Consultant will not receive any of the rights, privileges, or benefits that any member of the Company Group extends to its employees, including, but not limited to, any wages, compensation, commissions, bonuses, profit sharing benefits, carried interest, equity, phantom equity, performance compensation, pension benefits, savings benefits, 401(k) benefits, health or life insurance benefits, welfare benefits, vacation, sick pay, termination or severance benefits, or other perquisites (collectively, “Employment Benefits”), by virtue of this Agreement or by virtue of the Consultant’s provision of services to the Company. This is true even if the Consultant is deemed “misclassified” or to be a “common law employee” for any purpose. The Consultant hereby releases any and all right, claim, or interest to any and all such Employment Benefits from any member of the Company Group provided by, or on behalf of, the Company to its employees.
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4. Place of Performance. The Consultant shall perform the Consulting Services at such places in the United States as may be agreed between the Company and the Consultant.
5. Consulting Fees and Related Matters.
(a) Consulting Fees.
(i) As payment for the Consulting Services to be rendered hereunder, the Company will pay the Consultant a monthly fee of $91,667 (the “Consulting Fees”), payable within fifteen (15) business days after the end of each calendar month during the Term.
(ii) The Company will issue to the Consultant an Internal Revenue Service Form 1099 with respect to the Consulting Fees.
(b) Taxes/Benefits. The Consultant shall bear full and sole responsibility for payment on behalf of the Consultant of any federal, state, and local income tax withholding, social security, taxes, workers’ compensation coverage, unemployment insurance, liability insurance, health and/or disability insurance, and/or retirement benefits or other welfare or pension benefits.
(c) Consulting Expenses. For the avoidance of doubt, the Consultant shall be solely responsible for all expenses incurred by the Consultant and shall not be reimbursed from the Company or any of the Company Parties (as defined below) for any expenses, unless the Company has specifically authorized the Consultant to incur expenses in writing in advance of them being incurred by the Consultant (any such pre-approved expenses, the “Consulting Expenses”).
6. Confidential Information. The Consultant acknowledges that in the course of the Consultant’s provision of services to the Company, the Consultant will be provided with, and will have access to, Confidential Information (as defined below). The Consultant acknowledges and agrees that the protection of such information is a legitimate business interest, as the disclosure of such information to third parties would cause grave harm to the Company. Therefore, in order to protect such Confidential Information, the Consultant agrees as follows:
(a) The Consultant shall not, directly or indirectly, (i) divulge, disclose, transmit, reproduce, convey, summarize, quote, share, or make accessible to any other person or entity any Confidential Information; (ii) use Confidential Information for any purpose outside the course of performing services for the Company; or (iii) review or seek to access any Confidential Information except as required in connection with the Consultant’s provision of services to the Company. The Consultant shall follow all policies and protocols of each member of the Company Group regarding the security of all documents and other materials constituting or containing Confidential Information (regardless of the medium on which Confidential Information is stored).
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(b) “Confidential Information” means all trade secrets and confidential, proprietary, and highly sensitive information of and/or relating to the Company or any of its subsidiaries and affiliates (collectively, the “Company Group”), which is a competitive asset of the Company or any other member of the Company Group, including, without limitation, information pertaining to: (i) the identities of existing and prospective customers or clients, including names, addresses, contact persons, and pricing information; (ii) current, pending, and prospective contracts and business relationships; (iii) business information pertaining to existing and prospective customers or clients, including customer or client preferences and non-public personal information; (iv) product and systems specifications, concepts for new or improved products, and other product or systems data; (v) the identities of and special skills possessed by the Company, any other member of the Company Group, and/or the Company’s or any other member of the Company Group’s executives; (vi) customer or client lists and profiles developed and/or purchased by the Company or any other member of the Company Group; (vii) training programs developed by the Company or any other member of the Company Group; (viii) pricing studies, information, and analyses; (ix) current and prospective products, product designs, inventions, services, and or systems; (x) financial models, business projections and market studies; (xi) the Company’s and any other member of the Company Group’s financial results and business strategy, including, without limitation, marketing and business plans and strategic alternatives; (xii) special processes, procedures, and services of the Company and any other member of the Company Group; (xiii) computer programs, technology, and software developed by the Company, any other member of the Company Group, and/or their consultants; and (xiv) vendor or supplier lists, profiles, preferences and non-public personal information. For purposes of this Agreement, Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of a disclosure or wrongful act of the Consultant or any of the Consultant’s agents; (B) was available to the Consultant on a non-confidential basis before its disclosure by a member of the Company Group; (C) becomes available to the Consultant on a non-confidential basis from a source other than a member of the Company Group; provided that such source is not bound by a confidentiality agreement with, or other obligation with respect to confidentiality to, a member of the Company Group; or (D) is required to be disclosed by applicable law.
(c) Notwithstanding anything herein to the contrary, in accordance with the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), and other applicable law, nothing in this Section, this Agreement, or any other agreement or Company policy shall prevent the Consultant from, or expose the Consultant to criminal or civil liability under federal or state trade secrets law for (i) directly or indirectly, sharing any Company Party’s trade secrets or other Confidential Information (except information protected by any Company Party’s attorney-client or work product privilege) with law enforcement, an attorney, or any federal, state, or local government agencies, regulators, or officials, for the purpose of investigating or reporting a suspected violation of law, whether in response to a subpoena or otherwise, without notice to the Company; or (ii) disclosing any Company Party’s trade secrets in a filing in connection with a legal claim, provided that the filing is made under seal. Further, nothing herein shall be construed in a manner that would violate any applicable law.
7. Intellectual Property.
(a) The Consultant agrees that the Company or its designee shall own, and the Consultant shall (and hereby does) assign, all right, title, and interest relating to any and all inventions, discoveries, developments, improvements, innovations, works of authorship, mask works, designs, know-how, ideas, formulae, processes, systems, interfaces, protocols, concepts, programs, products, methods, documents, techniques, data, and information (including Confidential Information), or things relating thereto, whether or not patentable, authored, created, contributed to, made, conceived, or reduced to practice, in whole or in part, by the Consultant during the Term or with the use of the Company’s computers, systems, materials, equipment, or other Company property, whether alone or working with others, whether inside or outside of the Company’s offices, and whether or not registerable under U.S. law or the laws of other jurisdictions, that relate at the time of conception, reduction to practice, creation, derivation, or development, to any member of the Company Group’s businesses or actual or anticipated research or development (all of the foregoing collectively referred to herein as “Company Intellectual Property”), and the Consultant shall promptly disclose all Company Intellectual Property to the Company in writing. To support the Consultant’s disclosure obligation herein, the Consultant shall keep and maintain adequate and current written records of all Company Intellectual Property made by the Consultant (solely or jointly with others) during the Term in such form as may be specified from time to time by the Company. These records shall be available to, and remain the sole property of, the Company at all times. For the elimination of doubt, the foregoing ownership and assignment provisions apply without limitation to patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual property rights of any sort throughout the world.
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(b) To the extent any right, title, and interest in and to Company Intellectual Property cannot be assigned by the Consultant to the Company, the Consultant shall grant, and does hereby grant, to the Company Group an exclusive, perpetual, royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, use, sell, offer for sale, import, export, reproduce, practice, and otherwise commercialize such rights, title, and interest. The Company Group shall have the full worldwide right to use, assign, license, and/or transfer all rights in, with, to, or relating to Company Intellectual Property.
(c) To the extent allowed by law, this Section applies to all rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like, including without limitation those rights set forth in 17 U.S.C. § 106A (collectively, “Moral Rights”). To the extent the Consultant retains any Moral Rights under applicable law, the Consultant hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by the Company or any member of the Company Group, and the Consultant hereby waives and agrees not to assert any rights with respect to such Moral Rights. The Consultant shall confirm any such ratifications, consents, waivers, and agreements from time to time as requested by the Company.
(d) The Consultant shall perform, during and after the Term, all acts deemed necessary or desirable by the Company to permit and assist each member of the Company Group, at such entity’s expense, in obtaining and enforcing the full benefits, enjoyment, rights, and title throughout the world in the Company Intellectual Property and Confidential Information assigned, to be assigned, or licensed to the Company under this Agreement. Such acts may include, but are not limited to, the execution of documents and assistance or cooperation (i) in the filing, prosecution, registration, and memorialization of assignment of any applicable patents, copyrights, mask work, or other applications, (ii) in the enforcement of any applicable patents, copyrights, mask work, moral rights, trade secrets, or other proprietary rights, and (iii) in other legal proceedings related to the Company Intellectual Property or Confidential Information.
(e) In the event that the Company (or, as applicable, a member of the Company Group) is unable for any reason to secure the Consultant’s signature to any document required to file, prosecute, register, or memorialize the assignment of any patent, copyright, mask work, or other applications, or to enforce any patent, copyright, mask work, moral right, trade secret, or other proprietary right under any Confidential Information or Company Intellectual Property, the Consultant hereby irrevocably designates and appoints the Company and each of the Company’s duly authorized officers and agents as the Consultant’s agents and attorneys-in-fact to act for and on the Consultant’s behalf and instead of the Consultant, (i) to execute, file, prosecute, register, and memorialize the assignment of any such application, (ii) to execute and file any documentation required for such enforcement, and (iii) to do all other lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment, issuance, and enforcement of patents, copyrights, mask works, moral rights, trade secrets, or other rights under the Confidential Information or Company Intellectual Property, all with the same legal force and effect as if executed by the Consultant. For the avoidance of doubt, the provisions of this Section 7(e) apply fully to all derivative works, improvements, renewals, extensions, continuations, divisionals, continuations in part, continuing patent applications, reissues, and reexaminations of all Company Intellectual Property.
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8. Non-Usurpation. Unless otherwise agreed to in writing by the parties hereto, the Consultant agrees that during the Term and for a period of one (1) year thereafter, the Consultant shall not, directly or indirectly, for or on behalf of the Consultant or any other person or entity, or in conjunction with any other person or entity, appropriate, seize, solicit, divert, or usurp any business, commercial, investment, financial, strategic, or other business opportunity of, or relating to, the Company, any member of the Company Group, or any member of the Company Group’s respective shareholders, members, officers, directors, employees, representatives, and agents (including, without limitation, their business partners and their related persons) (collectively with the Company Group, the “Company Parties,” and each a “Company Party”), or any opportunity or project of which the Consultant became aware or on which the Consultant provided Consulting Services while engaged by the Company; provided, that, nothing in this Section 8 shall be construed in a manner that would violate any applicable law.
9. Non-Disparagement. Except as provided in Section 6(c) hereof, the Consultant agrees that, during and after the Term, the Consultant will not, whether in private or in public, whether orally, in writing, or otherwise, whether directly or indirectly, (a) make, publish, encourage, ratify, or authorize; or aid, assist, or direct any other person or entity in making or publishing, any statements that in any way defame, criticize, malign, impugn, denigrate, reflect negatively on, or disparage any member of the Company Group, or place any member of the Company Group in a negative light, in any manner whatsoever; (b) comment upon or discuss any member of the Company Group (whether disparagingly or otherwise) in, on, to, or through any media (whether print, television, radio, the internet, social media, or with or through any reporter, blogger, “app” (such as Instagram, Snapchat, or the like), or otherwise, collectively “Media”); (c) make any statement, posting, or other communication (including on or through any Media) that purports to be on behalf of any member of the Company Group, or which a third party may perceive (i) has been authorized, approved, or endorsed by member of the Company Group, or (ii) reflects the views of any member of the Company Group; (d) share, post, transmit, or upload any material related to any member of the Company Group (regardless of whether such comments, statements, or material are disparaging) with, to, through, or on any Media; (e) utilize any member of the Company Group’s logos, graphics, trade names, or trademarks on any Media or for any other purpose; (f) provide any member of the Company Group’s promotional material to any Media outlet; or (g) aid, assist, or direct any other person or entity to do any of the foregoing, whether directly or indirectly, in each case except as explicitly approved, in writing, by the Company and except as permitted by law.
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10. Limits of Authority. There are certain conditions that the Consultant must observe at all times as a condition of the Consultant’s engagement by the Company. By acceptance of this Agreement, the Consultant hereby acknowledges and agrees that the Consultant does not have authority to act on behalf of, or otherwise bind, the Company. Accordingly, the Consultant may not enter into any agreements on behalf of or purport to bind the Company, or represent to any person that the Consultant has the power to create any obligation, express or implied, on behalf of the Company, without the Company’s express prior written consent.
11. Warranties. The Consultant warrants that the Consultant’s performance of the Consulting Services under this Agreement does not and will not violate any applicable law, rule, regulation, contract with third parties, or third-party rights in any patent, trademark, copyright, trade secrets, or similar right. The Consultant further warrants that the Consultant is the lawful owner or licensee of any software programs or other materials used by the Consultant in the performance of the Consulting Services hereunder, except those made available to the Consultant by the Company for use hereunder, and that the Consultant has all rights necessary to convey to the Company the unencumbered ownership of any work product and/or deliverables.
12. Termination.
(a) This Agreement shall automatically terminate upon the expiration of the Term. Notwithstanding the foregoing, the Consultant may terminate this Agreement at any time by providing seven (7) days’ prior written notice to the Company.
(b) Upon termination of this Agreement, the Company shall pay to the Consultant all Consulting Fees and all approved Consulting Expenses accrued through the termination date (prorated for any partial month).
(c) Upon any termination of this Agreement, the Consultant will promptly return to the Company any work product, Confidential Information, and/or Company property (including, without limitation, documents, papers, records, computer discs, and any and all information provided to or obtained by the Consultant in the course of or relating to the provision of the Consulting Services) in the Consultant’s possession or under the Consultant’s control.
13. Injunctive Relief. The Consultant agrees that the Consultant’s breach or threatened breach of any of the restrictions set forth in Sections 6 through 11, 12(c), and/or 14 of this Agreement will result in irreparable and continuing damage to the Company Parties for which there is no adequate remedy at law. Thus, in addition to the Company’s right to arbitrate disputes hereunder (as set forth in Section 14, below), the Company Parties shall be entitled to obtain emergency equitable relief, including a temporary restraining order and/or preliminary injunction, in aid of arbitration, from any state or federal court of competent jurisdiction, without first posting a bond, to restrain any such breach or threatened breach. Such relief shall be in addition to any and all other remedies, including damages, available to any member of the Company Parties against the Consultant for such breaches or threatened breaches. Upon the issuance (or denial) of an injunction, the underlying merits of any dispute will be resolved in accordance with the arbitration provisions of Section 14 of this Agreement. The Consultant further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Company Parties’ legitimate business interests and are reasonable in nature, duration, and scope.
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14. Arbitration.
(a) Except as provided in Section 13 of this Agreement, the Consultant and the Company irrevocably and unconditionally agree that any past, present, or future dispute, controversy, or claim arising under or relating to this Agreement or any other agreement between the Consultant and the Company Parties; any federal, state, local, or foreign statute, regulation, constitution, law, ordinance, or the common law; in connection with the Consultant’s engagement by the Company or the termination thereof; or otherwise arising between the Consultant and the Company Parties; involving the Consultant, on the one hand, and any of the Company Parties, on the other hand, including both claims brought by the Consultant and claims brought against the Consultant, shall be submitted to binding arbitration as provided herein. Any arbitration pursuant to this Agreement shall be conducted in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”); shall be administered by the American Arbitration Association (“AAA”); shall be conducted in accordance with the AAA’s Commercial Arbitration Rules and Mediation Procedures, as modified herein; and shall be conducted by a single arbitrator, who shall be a partner at an “AmLaw 100” or “AmLaw 200” law firm based in Dallas County, Texas. The Consultant agrees to bring arbitrations only on an individual basis, and not (i) as a co-claimant with any other individual(s) against any of the Company Parties, and/or (ii) on a putative class or collective basis. Such arbitration will be conducted in Dallas County, Texas, and the arbitrator will apply Texas law, including federal statutory law as applied in Texas courts. Except as set forth in Section 13, above, or as otherwise required by the FAA, the arbitrator, and not any federal, state, or local court or adjudicatory authority, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, and/or formation of this Agreement, including, but not limited to, any dispute as to whether (x) a particular claim is subject to arbitration hereunder, and/or (y) any part of this Section 14 is void or voidable. The arbitral award shall be in writing, state the reasons for the award, and be final and binding on the parties. Except as otherwise provided herein, the Consultant shall treat any arbitration as strictly confidential, and shall not disclose the existence or nature of any claim, defense, or argument; any documents, correspondence, pleadings, briefing, exhibits, testimony, evidence, or information exchanged or presented in connection with any claim, defense, or argument; or any rulings, decisions, or results of any claim, defense, or argument (collectively, “Arbitration Materials”) to any third party, with the sole exception of the Consultant’s legal counsel (who the Consultant shall ensure complies with these confidentiality terms). In the event any of the Company Parties substantially prevails in an action involving the Consultant’s breach of any provision of Sections 6 through 11, 12(c) and/or 14 hereunder, such party shall be entitled to an award including its reasonable attorneys’ fees and costs, to the extent such an award is permitted by law. The arbitrator otherwise shall not have authority to award attorneys’ fees or costs, punitive damages, compensatory damages, damages for emotional distress, penalties, or any other damages or relief not measured by the prevailing party’s actual out-of-pocket losses, except to the extent such relief is explicitly available under a statute, ordinance, or regulation pursuant to which a successful claim is brought. The arbitrator also shall not have authority to entertain claims for class or collective relief. In agreeing to arbitrate claims hereunder, the parties hereby recognize and agree that they are waiving their right to a trial in court and/or by a jury. Nothing in this Section 14 shall be construed in a manner that would violate any law or require the arbitration of a claim that is explicitly excluded from compulsory arbitration under the terms of the FAA.
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(b) In the event of any court proceeding to challenge or enforce an arbitrator’s award, the parties hereby consent to the exclusive jurisdiction of the state and federal courts sitting in Dallas County, Texas; agree to exclusive venue in that jurisdiction; and waive any claim that such jurisdiction is an inconvenient or inappropriate forum. There shall be no interlocutory appeals to any court, or any motions to vacate any order of the arbitrator that is not a final award dispositive of the arbitration in its entirety, except as required by law. The parties agree to take all steps necessary to protect the confidentiality of the Arbitration Materials in connection with any court proceeding (and/or any proceeding under Section 13, above), agree to use their reasonable best efforts to file all Confidential Information (and all documents containing Confidential Information) under seal, and agree to the entry of an appropriate protective order encompassing the confidentiality terms of this Agreement.
15. Miscellaneous.
(a) Acknowledgement. The Consultant represents and warrants that the Consultant may freely enter into this Agreement and is not subject to any contract, agreement, or restrictive covenant of any kind that would prevent the Consultant from fully and freely performing under this Agreement, including the Consulting Services. The Consultant further promises that should the Consultant become aware of any reason the Consultant cannot be engaged by the Company, or fully execute the Consultant’s obligations under this Agreement, the Consultant will immediately notify the Company of such development, in writing. Similarly, if the Consultant receives any communication from a current or former employer or any other person or entity claiming the Consultant cannot be engaged by the Company, the Consultant will immediately notify the Company in writing. The Consultant also represents that the Consultant will abide by all contractual obligations the Consultant may have to all current and prior employers or other entities and that the Consultant will not retain, review, or utilize any other person or entity’s confidential or proprietary information in connection with the Consulting Services, or share or disclose such information to any other person or entity, including the Company. The Consultant also represents and warrants that the Consultant is not aware of any violation of law or regulation by any entity the Consultant has previously provided services to, whether as an employee, consultant, or owner, and that the Consultant has not engaged in any conduct (or aided or assisted any other person or entity to engage in any conduct or cover-up of such conduct), whether within the scope of the Consultant’s performance of services for another entity or otherwise, that could cause any material damage to the Company’s reputation or business or the Company’s employees, including, but not limited to, any conduct constituting sexual misconduct, sexual harassment, harassment, or discrimination.
(b) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof; provided, however, that any previously existing agreement between any member of the Company Group and the Consultant containing restrictive covenants still in effect as of the Effective Date shall remain in full force and effect in accordance with its applicable terms. The Consultant specifically acknowledges and agrees that, notwithstanding any discussions or negotiations the Consultant may have had with any representative(s) of the Company or any other Company Parties prior to the execution of this Agreement, or any prior agreements, understandings, or arrangements between the parties hereto, the Consultant is not relying on any promises or assurances other than those explicitly contained in this Agreement.
(c) Indemnification. The Consultant hereby agrees to indemnify and hold the Company harmless from and against any and all claims, liabilities, and/or expenses resulting from, arising out of, or relating to any breach of the representations or warranties made by the Consultant under this Agreement, including without limitation any representations or warranties made by the Consultant in Sections 6 through 11, 12(c), and/or 15(a).
8
(d) Amendment; Waiver. Neither this Agreement nor any provision hereof may be amended, modified, or waived, except by an instrument in writing and signed by both parties. A waiver of any breach or failure to enforce any term or provision of this Agreement shall not in any way affect, limit, or waive a party’s rights hereunder at any time to enforce strict compliance thereafter with every term or provision of this Agreement.
(e) Successors and Assigns. The Consultant will not assign, transfer, or subcontract this Agreement or any of the Consultant’s obligations hereunder without the prior written consent of the Company. The Company may assign, transfer, or subcontract this Agreement or any of the Consultant’s obligations hereunder without the prior consent of the Consultant.
(f) Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.
(g) Notices. All notices, demands, and other communications hereunder shall be in writing and shall be given:
If to the Company:
Fossil Group, Inc.
901 S. Central Expressway
Richardson, TX 75080
Attention: Board of Directors
with a copy to:
Akin Gump Strauss Hauer & Feld LLP
2300 N. Field St., Suite 1800
Dallas, TX 75201
Attention: Garrett A. DeVries
Email: gdevries@akingump.com
If to the Consultant:
[redacted]
or to such other address or email address, and with such other copies as such party may hereafter specify, for the purpose of providing notice to the other party. Each such notice, request, demand, or other communication shall be effective (i) if sent by email, on receipt by the sender of a “read receipt” in respect of the relevant message or (ii) if by hand delivery or overnight delivery via FedEx or UPS, upon delivery or refusal of delivery at the address specified in this sub-section (f).
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(h) Severability; Modification. If any provision or clause of this Agreement is found to be invalid or unenforceable under governing law, (i) this Agreement shall be considered severable and divisible, and the remaining provisions of this Agreement shall remain in full force and effect; and (ii) an arbitrator or court of appropriate jurisdiction shall have the authority to amend or “blue pencil” such offending provision or clause so as to make it fully valid and enforceable to the maximum extent permitted under applicable law as evidenced by the parties’ intent hereunder.
(i) Captions. The headings and captions used in this Agreement are used for convenience of reference only and are not to be considered in construing or interpreting this Agreement or any provision hereof.
(j) Counterparts. This Agreement may be executed in two or more identical counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(k) Survival. Sections 3, 6, 7, 8, 9, 10, 11, 12(b) and (c), 13, 14, and 15 of this Agreement shall survive any termination hereof.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Company has authorized this Agreement to be executed on its behalf, and the Consultant has also executed this Agreement.
| COMPANY | |||
| By: | /s/ Jeffrey N. Boyer | March 13, 2024 | |
| Name: | Jeffrey N. Boyer | Date | |
| Title: | Interim Chief Executive Officer | ||
CONSULTANT
| /s/ Kosta N. Kartsotis | March 13, 2024 | |
| Kosta N. Kartsotis | Date |
11
EXHIBIT A – CONSULTING SERVICES
Provide strategic and operational guidance to the Company, including the orderly transition of the Consultant’s former duties and responsibilities as the Company’s Chairman and Chief Executive Officer.
A-1
Exhibit 99.1
FOSSIL GROUP, INC. REPORTS FOURTH QUARTER AND FISCAL YEAR 2023 RESULTS
Worldwide Net Revenue and Adjusted Operating Margin in Line with Guidance
Announces Strategic Review to Maximize Shareholder Value
Company Provides Full Year 2024 Outlook
Richardson, TX, March 13, 2024 (GLOBE NEWSWIRE) - Fossil Group, Inc. (NASDAQ: FOSL) today announced financial results for the fourth quarter and fiscal year ended December 30, 2023. Separately, the Company also announced today that Kosta N. Kartsotis has stepped down as Chief Executive Officer and Jeffrey N. Boyer, Chief Operating Officer, has been appointed Interim CEO, effective immediately.
“During 2023, we made solid progress under our Transform and Grow (TAG) Plan, enabling us to exit the smartwatch category, close underperforming retail stores, manage down inventories, and capture $125 million of annualized cost savings, ” said Jeffrey Boyer, Interim Chief Executive Officer. “We entered 2024 with a leaner cost structure, healthier inventory levels and sufficient liquidity. Importantly, we remain on track with our TAG Plan and expect to achieve our previously announced target of $300 million of annualized operating income benefits by the end of 2025. Additionally, we are taking deliberate actions to improve our financial performance, strengthen our balance sheet, and conduct a strategic review of our current business model and capital structure with the goal of maximizing shareholder value.”
Fourth Quarter and Full Year Summary
| · | Fourth quarter worldwide net sales decreased to $421 million, down 16% on a reported basis and 17% in constant currency, with sales declines across all regions and all channels. |
| · | Full year worldwide net sales decreased to $1,412 million, down 16% on both a reported and constant currency basis, with sales declines across all regions and all channels. |
| · | Full year operating loss was $143 million compared to operating loss of $1 million a year ago. Adjusted operating loss was $92 million, or 6.5% of net sales, compared to adjusted operating income of $7 million, or 0.4% of net sales, last year. |
| · | Full year diluted loss per share was $3.00 and adjusted loss per share was $2.24, as compared to diluted loss per share of $0.85 and adjusted loss per share of $0.71 in the prior year. |
| · | As of December 30, 2023, cash and cash equivalents of $117 million. |
Fourth Quarter 2023 Operating Results
Amounts referred to as “adjusted” as well as “constant currency” are non-GAAP financial measures. Reconciliations of these non-GAAP financial measures to their closest reported GAAP measures are included at the end of this press release.
| · | Net sales totaled $421.3 million, a decrease of 15.6% on a reported basis and 16.9% in constant currency compared to $499.1 million in the fourth quarter of fiscal 2022. The sales decrease was largely driven by weakness in the wholesale channel, store rationalization initiatives and lower smartwatch sales, as we exit the category. Net sales, in constant currency, decreased 22% in Europe, 16% in Asia and 12% in the Americas versus the same quarter last year. Wholesale sales declined 19%, while our direct to consumer sales declined 14% on a constant currency basis. Within our direct to consumer channels, comparable retail sales declined 10%. In our major product categories, traditional watch sales declined 10% in constant currency in the fourth quarter with slight growth in the FOSSIL brand more than offset by declines in most other brands. The leathers category decreased 23% and jewelry sales declined 18% in constant currency during the fourth quarter. From a brand lens, net sales for the majority of the brands in our portfolio decreased in the fourth quarter of 2023. |
| · | Gross profit totaled $200.5 million compared to $235.4 million in the fourth quarter of 2022. Gross margin increased 40 basis points to 47.6% versus 47.2% a year ago. The year-over-year increase in gross margin primarily reflects reduced freight and inventory costs. These improvements were partially offset by unfavorable product mix, driven by our exit from the smartwatch category, and minimum licensor product royalties. |
| · | Operating expenses totaled $224.5 million compared to $234.1 million in the fourth quarter of 2022. As a percentage of net sales, operating expenses were 53.3% in the fourth quarter of 2023 compared to 46.9% in the prior year fourth quarter. Selling, general and administrative (“SG&A”) expenses, which exclude restructuring and impairment, were $207.7 million compared to $232.2 million in the fourth quarter of 2022, a reduction of 10.6%. The year-over-year decline in SG&A was largely driven by lower compensation costs related to initiatives in our TAG Plan. As a percentage of net sales, SG&A expenses were 49.3% in the fourth quarter of 2023 compared to 46.5% in the prior year fourth quarter, largely driven by deleveraging on lower sales. |
| · | Operating loss was $24.0 million compared to income of $1.3 million in the fourth quarter of 2022. Operating margin was (5.7)% in the fourth quarter of 2023 compared to 0.3% in the prior year fourth quarter. Adjusted operating loss totaled $8.5 million compared to adjusted operating income of $3.2 million in the fourth quarter of 2022. Adjusted operating margin was (2.0)% in the fourth quarter of 2023 compared to 0.6% in the prior year fourth quarter. |
| · | Interest expense was $5.7 million compared to $5.8 million in the fourth quarter of 2022. |
| · | Other income (expense) was income of $1.9 million compared to $0.5 million in the fourth quarter of 2022. |
| · | Income (loss) before income taxes was $(27.8) million compared to $(4.0) million in the fourth quarter of 2022. |
| · | Adjusted EBITDA was $(1.6) million, or (0.4)% of net sales in the fourth quarter of 2023 compared to $12.1 million, or 2.4% of net sales in the prior year period. |
| · | Net loss totaled $28.2 million with loss per diluted share of $0.54, which compares to a net loss of $9.4 million and loss per diluted share of $0.18 in the prior year period. Adjusted net loss for the quarter was $16.0 million with adjusted loss per diluted share of $0.30 compared to adjusted net loss of $7.0 million with adjusted loss per diluted share of $0.14 in the prior year period. During the fourth quarter of 2023, currencies favorably affected loss per diluted share by approximately $0.01. |
| · | Cash flow from operating activities was $49 million in the fourth quarter of 2023 compared to $104 million in the fourth quarter of 2022. |
Full Year 2023 Operating Results
| · | Net sales totaled $1.4 billion, a decrease of 16.0% on a reported basis and 15.9% in constant currency compared to $1.7 billion in fiscal year 2022. The sales decrease was largely driven by weakness in the wholesale channel. Declines in smartwatch sales and our store rationalization initiatives comprised approximately 5 points of our annual sales decline. Net sales, in constant currency, decreased in all regions with Europe decreasing 21%, Americas 14% and Asia 10% versus the prior year. Global sales into wholesale channels declined 21% in constant currency, while sales into our direct to consumer channels decreased 7%. Within our direct to consumer channels, comparable retail sales decreased 2%. In our major product categories, traditional watch sales decreased 12% in constant currency with flat year over year growth in FOSSIL brand offset by declines from other major brands. Net sales in leathers and jewelry decreased 11% and 15%, respectively, in constant currency. From a brand perspective, MICHAEL KORS, FOSSIL and EMPORIO ARMANI sales declined. |
| · | Gross profit totaled $679.6 million compared to $830.7 million in fiscal year 2022. Gross margin decreased 130 basis points to 48.1% versus 49.4% a year ago. The gross margin decrease primarily reflects increased promotions and licensor minimum royalty costs and unfavorable currency and product mix impact, driven by our exit from the smartwatch category. These costs were partially offset by reduced freight expense. |
| · | Operating expenses totaled $822.6 million compared to $832.2 million in 2022. As a percentage of net sales, operating expenses were 58.2% compared to 49.5% in fiscal year 2022. SG&A expenses, which exclude restructuring and impairment, were $777.2 million compared to $823.7 million in fiscal year 2022, a reduction of 5.6% driven by lower operating costs, primarily from initiatives in our TAG Plan. As a percentage of net sales, SG&A expenses were 55.0% compared to 49.0% in fiscal year 2022, mainly driven by deleveraging on lower sales. |
| · | Operating income (loss) was a loss of $143.0 million compared to a loss of $1.5 million in fiscal year 2022. Operating margin was (10.1)% for fiscal year 2023 compared to (0.1)% in the prior year. Adjusted operating loss totaled $(92.0) million compared to income of $7.0 million in fiscal year 2022. Adjusted operating margin was (6.5)% for fiscal year 2023 compared to 0.4% in the prior year. |
| · | Interest expense increased to $21.8 million compared to $19.2 million in fiscal year 2022, primarily driven by higher interest rates. |
| · | Other income (expense) was income of $8.7 million, compared to expense of $1.4 million in fiscal year 2022. |
| · | Income (loss) before income taxes was a loss of $156.1 million compared to loss of $22.1 million in the prior year. |
| · | Adjusted EBITDA was $(62.6) million, or (4.4)% of net sales in fiscal year 2023 and $36.1 million, or 2.1% of net sales in the prior year. |
| · | Net loss totaled $157.0 million with loss per diluted share of $3.00, which compares to net loss of $44.2 million and loss per diluted share of $0.85 in the prior year period. Adjusted net loss was $116.9 million with adjusted loss per diluted share of $2.24 compared to adjusted net loss of $36.6 million with adjusted loss per diluted share of $0.71 in the prior year period. During the fiscal year 2023, currencies unfavorably affected loss per diluted share by approximately $0.10. |
| · | Cash used in operations was $59 million compared to $111 million used in the prior year. |
Balance Sheet Summary
As of December 30, 2023, the Company had total liquidity of $181 million, including $117.2 million of cash and cash equivalents and $64.0 million of availability under its revolving credit facility. Inventories at year-end totaled $252.8 million, a decrease of 32.8% versus a year ago. Total debt as of December 30, 2023 was $207.5 million.
TAG Plan Update
The Company remains on track with its TAG Plan, which was announced in March 2023 and is designed to reduce operating expenses, improve operating margins and advance the Company’s commitment to profitable growth. The TAG Plan generated annualized operating income benefits of approximately $125 million in 2023 and is expected to generate additional annualized operating income benefits of at least $100 million in 2024. Restructuring costs associated with our TAG Plan are estimated to be $35 million in fiscal year 2024 compared to $49 million in fiscal year 2023.
Strategic Business Review
The Company today announced a strategic review of its current business model and capital structure. This includes efforts to optimize its business model through additional changes to its operations, as well as further structural cost reductions, which are under consideration. The Company anticipates this effort will expand on its current TAG Plan and could include additional debt and equity financing options, including monetization of various assets to strengthen its balance sheet. The Company has retained Evercore to act as its financial advisor.
Outlook
The Company expects 2024 worldwide net sales to be approximately $1.2 billion, reflecting approximately $100 million of negative impact related to the exit of its smartwatch business, the closure of stores and prevailing currency rates, as well as expected category, consumer and channel softness. Fiscal year adjusted operating margin is expected to be in the range of -3% to -5%. The Company expects to generate positive free cash flow, inclusive of an anticipated tax refund of approximately $56 million, which is expected to be received in the second quarter of 2024.
Safe Harbor
Certain statements contained herein that are not historical facts, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. The actual results of the future events described in such forward-looking statements could differ materially from those stated in such forward-looking statements. Among the factors that could cause actual results to differ materially are: risks related to the success of the TAG Plan; a failure to meet the continued listing requirements of Nasdaq; the impact of activist shareholders; a downgrade in our debt ratings; our level of indebtedness; our ability to achieve consistent profitability or positive cash flow; increased political uncertainty, the effect of worldwide economic conditions; the effect of a pandemic; significant changes in consumer spending patterns or preferences; interruptions or delays in the supply of key components or products; acts of war or acts of terrorism; loss of key facilities; data breach or information systems disruptions; changes in foreign currency valuations in relation to the U.S. dollar; lower levels of consumer spending resulting from a general economic downturn or generally reduced shopping activity caused by public safety or consumer confidence concerns; the performance of our products within the prevailing retail environment; customer acceptance of both new designs and newly-introduced product lines; changes in the mix of product sales; the effects of vigorous competition in the markets in which we operate; compliance with debt covenants and other contractual provisions and meeting debt service obligation; risks related to the success of our business strategy; the termination or non-renewal of material licenses; risks related to foreign operations and manufacturing; changes in the costs of materials and labor; government regulation and tariffs; our ability to secure and protect trademarks and other intellectual property rights; levels of traffic to and management of our retail stores; loss of key personnel and the outcome of current and possible future litigation, as well as the risks and uncertainties set forth in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”). These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Readers of this release should consider these factors in evaluating, and are cautioned not to place undue reliance on, the forward-looking statements contained herein. The Company assumes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
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 watches, 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, 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.
| Investor Relations: | Christine Greany |
| The Blueshirt Group | |
| christine@blueshirtgroup.com |
Additional Information and Where to Find It
The Company intends to file with the SEC a proxy statement on Schedule 14A, containing a form of WHITE proxy card, with respect to its solicitation of proxies for the 2024 Annual Meeting of Stockholders (the “Proxy Statement”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY THE COMPANY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by the Company free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by the Company are also available free of charge by accessing the Company’s website at https://www.fossilgroup.com/investors/.
Participants
Fossil, its directors and executive officers and other members of management and employees will be participants in the solicitation of proxies with respect to a solicitation by Fossil. Information about Fossil’s executive officers and directors and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement and other relevant materials that may be filed with the SEC by Fossil. Information regarding Fossil’s directors and executive officers is available at “Proposal 1: Election of Directors,” “Executive Officers” and “Security Ownership of Certain Beneficial Owners and Management” in its definitive proxy statement for the 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 12, 2023, and in its Current Reports on Form 8-K filed with the SEC on June 28, 2023 and August 9, 2023. To the extent holdings by our directors and executive officers of Fossil securities reported in the proxy statement for the 2023 Annual Meeting or in such Form 8-Ks have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are or will be available free of charge at the SEC’s website at www.sec.gov.
For the 13 Weeks Ended | For the 13 Weeks Ended | For the 52 Weeks Ended | For the 52 Weeks Ended | |||||||||||||
| Consolidated Income Statement Data ($ in millions, except per share data): | December 30, 2023 | December 31, 2022 | December 30, 2023 | December 31, 2022 | ||||||||||||
| Net sales | $ | 421.3 | $ | 499.1 | $ | 1,412.4 | $ | 1,682.4 | ||||||||
| Cost of sales | 220.8 | 263.7 | 732.8 | 851.7 | ||||||||||||
| Gross profit | 200.5 | 235.4 | 679.6 | 830.7 | ||||||||||||
| Gross margin (% of net sales) | 47.6 | % | 47.2 | % | 48.1 | % | 49.4 | % | ||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative expenses | 207.7 | 232.2 | 777.2 | 823.7 | ||||||||||||
| Other long-lived asset impairments | 1.3 | 1.2 | 2.1 | 2.4 | ||||||||||||
| Restructuring charges | 15.5 | 0.7 | 43.3 | 6.1 | ||||||||||||
| Total operating expenses | $ | 224.5 | $ | 234.1 | $ | 822.6 | $ | 832.2 | ||||||||
| Total operating expenses (% of net sales) | 53.3 | % | 46.9 | % | 58.2 | % | 49.5 | % | ||||||||
| Operating income (loss) | (24.0 | ) | 1.3 | (143.0 | ) | (1.5 | ) | |||||||||
| Operating margin (% of net sales) | (5.7 | )% | 0.3 | % | (10.1 | )% | (0.1 | )% | ||||||||
| Interest expense | 5.7 | 5.8 | 21.8 | 19.2 | ||||||||||||
| Other income (expense) - net | 1.9 | 0.5 | 8.7 | (1.4 | ) | |||||||||||
| Income (loss) before income taxes | (27.8 | ) | (4.0 | ) | (156.1 | ) | (22.1 | ) | ||||||||
| Provision for income taxes | 0.6 | 5.5 | 0.5 | 21.4 | ||||||||||||
| Less: Net income attributable to noncontrolling interest | (0.2 | ) | (0.1 | ) | 0.4 | 0.7 | ||||||||||
| Net income attributable to Fossil Group, Inc. | $ | (28.2 | ) | $ | (9.4 | ) | $ | (157.0 | ) | $ | (44.2 | ) | ||||
| Earnings per share: | ||||||||||||||||
| Basic | $ | (0.54 | ) | $ | (0.18 | ) | $ | (3.00 | ) | $ | (0.85 | ) | ||||
| Diluted | $ | (0.54 | ) | $ | (0.18 | ) | $ | (3.00 | ) | $ | (0.85 | ) | ||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic | 52.5 | 51.8 | 52.3 | 51.8 | ||||||||||||
| Diluted | 52.5 | 51.8 | 52.3 | 51.8 | ||||||||||||
| Consolidated Balance Sheet Data ($ in millions): | December 30, 2023 | December 31, 2022 | ||||||
| Assets: | ||||||||
| Cash and cash equivalents | $ | 117.2 | $ | 198.7 | ||||
| Accounts receivable - net | 187.9 | 206.1 | ||||||
| Inventories | 252.8 | 376.0 | ||||||
| Other current assets | 152.8 | 164.5 | ||||||
| Total current assets | 710.7 | 945.3 | ||||||
| Property, plant and equipment - net | 57.2 | 79.9 | ||||||
| Operating lease right-of-use assets | 151.0 | 156.9 | ||||||
| Intangible and other assets - net | 59.1 | 56.0 | ||||||
| Total long-term assets | 267.3 | 292.8 | ||||||
| Total assets | $ | 978.0 | $ | 1,238.1 | ||||
| Liabilities and stockholders’ equity: | ||||||||
| Accounts payable, accrued expenses and other current liabilities | $ | 342.0 | $ | 425.6 | ||||
| Short-term debt | 0.5 | 0.3 | ||||||
| Total current liabilities | 342.5 | 425.9 | ||||||
| Long-term debt | 207.0 | 216.1 | ||||||
| Long-term operating lease liabilities | 137.6 | 150.2 | ||||||
| Other long-term liabilities | 39.2 | 42.9 | ||||||
| Total long-term liabilities | 383.8 | 409.2 | ||||||
| Stockholders’ equity | 251.7 | 403.0 | ||||||
| Total liabilities and stockholders’ equity | $ | 978.0 | $ | 1,238.1 | ||||
Constant Currency Financial Information
The following tables present our business segment and product net sales on a constant currency basis, which are non-GAAP financial measures. To calculate net sales on a constant currency basis, net sales for the current fiscal year period for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average rates during the comparable period of the prior fiscal year. The Company presents constant currency information to provide investors with a basis to evaluate how its underlying business performed excluding the effects of foreign currency exchange rate fluctuations. The constant currency financial information presented herein should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.
| Net Sales | Net Sales | |||||||||||||||||||||||||||||||
| For the 13 Weeks Ended | For the 52 Weeks Ended | |||||||||||||||||||||||||||||||
| December 30, 2023 | December 31, 2022 | December 30, 2023 | December 31, 2022 | |||||||||||||||||||||||||||||
| ($ in millions) | As Reported | Impact of Foreign Currency Exchange Rates | Constant Currency | As Reported | As Reported | Impact of Foreign Currency Exchange Rates | Constant Currency | As Reported | ||||||||||||||||||||||||
| Segment: | ||||||||||||||||||||||||||||||||
| Americas | $ | 203.7 | $ | (1.4 | ) | $ | 202.3 | $ | 229.5 | $ | 640.8 | $ | (2.3 | ) | $ | 638.5 | $ | 744.0 | ||||||||||||||
| Europe | 135.7 | $ | (6.2 | ) | 129.5 | 165.2 | 437.4 | (8.8 | ) | 428.6 | 541.3 | |||||||||||||||||||||
| Asia | 80.9 | $ | 1.1 | 82.0 | 98.0 | 328.2 | 13.2 | 341.4 | 377.6 | |||||||||||||||||||||||
| Corporate | 1.0 | $ | — | 1.0 | 6.4 | 6.0 | — | 6.0 | 19.5 | |||||||||||||||||||||||
| Total net sales | $ | 421.3 | $ | (6.5 | ) | $ | 414.8 | $ | 499.1 | $ | 1,412.4 | $ | 2.1 | $ | 1,414.5 | $ | 1,682.4 | |||||||||||||||
| Product Categories: | ||||||||||||||||||||||||||||||||
| Watches: | ||||||||||||||||||||||||||||||||
| Traditional watches | $ | 300.9 | $ | (4.5 | ) | $ | 296.4 | $ | 328.6 | $ | 1,015.1 | $ | 1.9 | $ | 1,017.0 | $ | 1,158.9 | |||||||||||||||
| Smartwatches | $ | 21.5 | (0.5 | ) | 21.0 | 46.9 | 80.9 | 0.2 | 81.1 | 151.6 | ||||||||||||||||||||||
| Total Watches | $ | 322.4 | $ | (5.0 | ) | $ | 317.4 | $ | 375.5 | $ | 1,096.0 | $ | 2.1 | $ | 1,098.1 | $ | 1,310.5 | |||||||||||||||
| Leathers | $ | 51.8 | (0.2 | ) | 51.6 | 67.3 | 158.5 | 0.9 | 159.4 | 178.5 | ||||||||||||||||||||||
| Jewelry | $ | 40.4 | (1.2 | ) | 39.2 | 47.6 | 131.4 | (1.0 | ) | 130.4 | 154.1 | |||||||||||||||||||||
| Other | $ | 6.7 | (0.1 | ) | 6.6 | 8.7 | 26.5 | 0.1 | 26.6 | 39.3 | ||||||||||||||||||||||
| Total net sales | $ | 421.3 | $ | (6.5 | ) | $ | 414.8 | $ | 499.1 | $ | 1,412.4 | $ | 2.1 | $ | 1,414.5 | $ | 1,682.4 | |||||||||||||||
Adjusted EBITDA, Adjusted operating income (loss), Adjusted net income (loss) and Adjusted earnings (loss) per share
Adjusted EBITDA, Adjusted operating income (loss), Adjusted net income (loss) and Adjusted earnings (loss) per share are non-GAAP financial measures. We define Adjusted EBITDA as our net income (loss) before the impact of income tax expense (benefit), plus interest expense, amortization and depreciation, impairment expense, other non-cash charges, stock-based compensation expense, restructuring expense and unamortized debt issuance costs included in loss on extinguishment of debt minus interest income. We define Adjusted operating income (loss) as operating income (loss) before impairment expense and restructuring expense. We define Adjusted net income (loss) and Adjusted earnings (loss) per share as net income (loss) attributable to Fossil Group, Inc. and diluted earnings (loss) per share, respectively, before impairment expense, restructuring expense and unamortized debt issuance costs included in loss on extinguishment of debt. We have included Adjusted EBITDA, Adjusted operating income (loss), Adjusted net income (loss) and Adjusted earnings (loss) per share herein because they are widely used by investors for valuation and for comparing our financial performance with the performance of our competitors. We also use both non-GAAP financial measures to monitor and compare the financial performance of our operations. Our presentation of Adjusted EBITDA, Adjusted operating income (loss), Adjusted net income (loss) and Adjusted earnings (loss) per share may not be comparable to similarly titled measures other companies report. Adjusted EBITDA, Adjusted operating income (loss), Adjusted net income (loss) and Adjusted earnings (loss) per share are not intended to be used as alternatives to any measure of our performance in accordance with GAAP.
The following tables reconcile Adjusted EBITDA to the most directly comparable GAAP financial measure, which is income (loss) before income taxes. Certain line items presented in the table below, when aggregated, may not foot due to rounding.
| Fiscal 2023 | ||||||||||||||||||||
| ($ in millions): | Q1 | Q2 | Q3 | Q4 | Total | |||||||||||||||
| Income (loss) before income taxes | $ | (39.6 | ) | $ | (33.5 | ) | $ | (55.2 | ) | $ | (27.8 | ) | $ | (156.1 | ) | |||||
| Plus: | ||||||||||||||||||||
| Interest expense | 5.0 | 5.3 | 5.8 | 5.7 | 21.8 | |||||||||||||||
| Amortization and depreciation | 5.1 | 4.8 | 4.5 | 4.6 | 19.1 | |||||||||||||||
| Impairment expense | 0.1 | 0.2 | 0.6 | 1.3 | 2.2 | |||||||||||||||
| Other non-cash charges | (0.2 | ) | (0.5 | ) | (0.2 | ) | 0.1 | (0.9 | ) | |||||||||||
| Stock-based compensation | 1.4 | 1.6 | 1.5 | 1.1 | 5.7 | |||||||||||||||
| Restructuring expense | 7.1 | 4.6 | 16.0 | 15.5 | 43.3 | |||||||||||||||
| Restructuring cost of sales | 5.3 | 2.9 | (1.3 | ) | (1.3 | ) | 5.5 | |||||||||||||
| Less: | ||||||||||||||||||||
| Interest Income | 0.6 | 0.8 | 1.0 | 0.9 | 3.2 | |||||||||||||||
| Adjusted EBITDA | $ | (16.4 | ) | $ | (15.4 | ) | $ | (29.3 | ) | $ | (1.6 | ) | $ | (62.6 | ) | |||||
| Fiscal 2022 | ||||||||||||||||||||
| ($ in millions): | Q1 | Q2 | Q3(1) | Q4 | Total | |||||||||||||||
| Income (loss) before income taxes | $ | (16.7 | ) | $ | (16.9 | ) | $ | 15.5 | $ | (4.0 | ) | $ | (22.1 | ) | ||||||
| Plus: | ||||||||||||||||||||
| Interest expense | 4.0 | 4.3 | 5.1 | 5.8 | 19.2 | |||||||||||||||
| Amortization and depreciation | 6.2 | 5.8 | 5.6 | 5.7 | 23.3 | |||||||||||||||
| Impairment expense | 0.3 | 0.2 | 0.6 | 1.2 | 2.4 | |||||||||||||||
| Other non-cash charges | (0.2 | ) | (0.2 | ) | (0.4 | ) | (0.3 | ) | (1.1 | ) | ||||||||||
| Stock-based compensation | 2.2 | 3.8 | (0.3 | ) | 2.3 | 8.0 | ||||||||||||||
| Restructuring expense | 2.6 | 2.9 | — | 0.7 | 6.1 | |||||||||||||||
| Unamortized debt issuance costs included in loss on extinguishment of debt | — | — | — | 1.1 | 1.1 | |||||||||||||||
| Less: | ||||||||||||||||||||
| Interest Income | 0.1 | 0.2 | 0.1 | 0.4 | 0.8 | |||||||||||||||
| Adjusted EBITDA | $ | (1.7 | ) | $ | (0.3 | ) | $ | 26.0 | $ | 12.1 | $ | 36.1 | ||||||||
(1) Prior period amounts have been adjusted to conform to the current period presentation.
The following tables reconcile Adjusted operating income (loss), Adjusted net income (loss) and Adjusted earnings (loss) per share to the most directly comparable GAAP financial measures, which are operating income (loss), net income (loss) attributable to Fossil Group, Inc. and diluted earnings (loss) per share, respectively. Certain line items presented in the table below, when aggregated, may not foot due to rounding.
| For the 13 Weeks Ended December 30, 2023 | ||||||||||||||||||||
| ($ in millions, except per share data): | As Reported | Restructuring cost of sales | Other long- lived asset impairment | Restructuring expenses | As Adjusted | |||||||||||||||
| Operating income (loss) | $ | (24.0 | ) | $ | (1.3 | ) | $ | 1.3 | $ | 15.5 | $ | (8.5 | ) | |||||||
| Operating margin (% of net sales) | (5.7 | )% | (2.0 | )% | ||||||||||||||||
| Interest expense | 5.7 | — | — | — | 5.7 | |||||||||||||||
| Other income (expense) - net | 1.9 | — | — | — | 1.9 | |||||||||||||||
| Income (loss) before income taxes | (27.8 | ) | (1.3 | ) | 1.3 | 15.5 | (12.3 | ) | ||||||||||||
| Provision for income taxes | 0.6 | (0.3 | ) | 0.3 | 3.3 | 3.9 | ||||||||||||||
| Less: Net income attributable to noncontrolling interest | 0.2 | — | — | — | 0.2 | |||||||||||||||
| Net income (loss) attributable to Fossil Group, Inc. | $ | (28.2 | ) | $ | (1.0 | ) | $ | 1.0 | $ | 12.2 | $ | (16.0 | ) | |||||||
| Diluted earnings (loss) per share | $ | (0.54 | ) | $ | (0.02 | ) | $ | 0.02 | $ | 0.23 | $ | (0.30 | ) | |||||||
| For the 13 Weeks Ended December 31, 2022 | ||||||||||||||||||||
| ($ in millions, except per share data): | As Reported | Other long-lived asset impairment | Restructuring expenses | Unamortized debt issuance costs included in loss on extinguishment of debt | As Adjusted | |||||||||||||||
| Operating income (loss) | $ | 1.3 | $ | 1.2 | $ | 0.7 | $ | — | $ | 3.2 | ||||||||||
| Operating margin (% of net sales) | 0.3 | % | 0.6 | % | ||||||||||||||||
| Interest expense | 5.8 | — | — | — | 5.8 | |||||||||||||||
| Other income (expense) - net | 0.5 | — | — | 1.1 | 1.6 | |||||||||||||||
| Income (loss) before income taxes | (4.0 | ) | 1.2 | 0.7 | 1.1 | (1.0 | ) | |||||||||||||
| Provision for income taxes | 5.5 | 0.3 | 0.1 | 0.2 | 6.1 | |||||||||||||||
| Less: Net income attributable to noncontrolling interest | 0.1 | — | — | — | 0.1 | |||||||||||||||
| Net income (loss) attributable to Fossil Group, Inc. | $ | (9.4 | ) | $ | 0.9 | $ | 0.6 | $ | 0.9 | $ | (7.0 | ) | ||||||||
| Diluted earnings (loss) per share | $ | (0.18 | ) | $ | 0.02 | $ | 0.01 | $ | 0.01 | $ | (0.13 | ) | ||||||||
| For the 52 Weeks Ended December 30, 2023 | ||||||||||||||||||||
| ($ in millions, except per share data): | As Reported | Restructuring cost of sales | Other long-lived asset impairment | Restructuring expenses | As Adjusted | |||||||||||||||
| Operating income (loss) | $ | (143.0 | ) | $ | 5.5 | $ | 2.2 | $ | 43.3 | $ | (92.0 | ) | ||||||||
| Operating margin (% of net sales) | (10.1 | )% | (6.5 | )% | ||||||||||||||||
| Interest expense | 21.8 | — | — | — | 21.8 | |||||||||||||||
| Other income (expense) - net | 8.7 | — | — | — | 8.7 | |||||||||||||||
| Income (loss) before income taxes | (156.1 | ) | 5.5 | 2.2 | 43.3 | (105.1 | ) | |||||||||||||
| Provision for income taxes | 0.5 | 1.2 | 0.5 | 9.1 | 11.3 | |||||||||||||||
| Less: Net income attributable to noncontrolling interest | (0.4 | ) | — | — | — | (0.4 | ) | |||||||||||||
| Net income (loss) attributable to Fossil Group, Inc. | $ | (157.1 | ) | $ | 4.3 | $ | 1.7 | $ | 34.2 | $ | (116.9 | ) | ||||||||
| Diluted earnings (loss) per share | $ | (3.00 | ) | $ | 0.08 | $ | 0.03 | $ | 0.65 | $ | (2.24 | ) | ||||||||
| For the 52 Weeks Ended December 31, 2022 | ||||||||||||||||||||
| ($ in millions, except per share data): | As Reported | Other long-lived asset impairment | Restructuring expenses | Unamortized debt issuance costs included in loss on extinguishment of debt | As Adjusted | |||||||||||||||
| Operating income (loss) | $ | (1.5 | ) | $ | 2.4 | $ | 6.1 | $ | — | $ | 7.0 | |||||||||
| Operating margin (% of net sales) | (0.1 | )% | 0.4 | % | ||||||||||||||||
| Interest expense | 19.2 | — | — | — | 19.2 | |||||||||||||||
| Other income (expense) - net | (1.4 | ) | — | — | 1.1 | (0.3 | ) | |||||||||||||
| Income (loss) before income taxes | (22.1 | ) | 2.4 | 6.1 | 1.1 | (12.5 | ) | |||||||||||||
| Provision for income taxes | 21.4 | 0.5 | 1.3 | 0.2 | 23.4 | |||||||||||||||
| Less: Net income attributable to noncontrolling interest | (0.6 | ) | — | — | — | (0.6 | ) | |||||||||||||
| Net income (loss) attributable to Fossil Group, Inc. | $ | (44.2 | ) | $ | 1.9 | $ | 4.8 | $ | 0.9 | $ | (36.6 | ) | ||||||||
| Diluted earnings (loss) per share | $ | (0.85 | ) | $ | 0.04 | $ | 0.09 | $ | 0.01 | $ | (0.71 | ) | ||||||||
Store Count Information
| December 31, 2022 | Opened | Closed | December 30, 2023 | |||||||||||||
| Americas | 151 | 2 | 10 | 143 | ||||||||||||
| Europe | 111 | 2 | 27 | 86 | ||||||||||||
| Asia | 80 | 1 | 8 | 73 | ||||||||||||
| Total stores | 342 | 5 | 45 | 302 | ||||||||||||
END OF RELEASE
Exhibit 99.2
FOSSIL GROUP, INC. ANNOUNCES LEADERSHIP CHANGES
Jeffrey N. Boyer Named Interim CEO and Director
Kevin Mansell Becomes Chairman of the Board of Directors
_____________________________________________________________________
Richardson, TX. March 13, 2024 – Fossil Group, Inc. (“Fossil” or “the Company”, NASDAQ: FOSL) today announced that Kosta N. Kartsotis is stepping down from his position as Chief Executive Officer and a member of the Board of Directors (the “Board”), effective immediately. To ensure a seamless transition, Kartsotis will remain with the Company in a transitional role until September 2024 and, thereafter, will provide consulting services to the Company until September 2025.
Jeffrey N. Boyer, the Company’s Executive Vice President and Chief Operating Officer since April 2021, has been appointed as Interim CEO and as a member of the Board of Directors, effective immediately. The Board has retained an executive search firm to identify a permanent CEO and will consider both internal and external candidates.
Kevin Mansell, Lead Independent Director of the Board, has been appointed as Chairman of the Board, effective immediately. Mansell was elected to the Board in May 2019, and is currently the Lead Independent Director and Chairman of the Company’s Compensation and Talent Management Committee. Mansell has over 40 years of retail industry experience, most recently serving as Chairman, CEO and President of Kohl’s Corporation (NYSE: KSS), one of the largest department store retail chains in the U.S., until his retirement in May 2018.
Mr. Mansell stated, “On behalf of the entire Board, I thank Kosta for his unwavering commitment and leadership to Fossil. We have great confidence in Jeff to guide the Company through this period of transition as we undergo a strategic review, continue to advance our Transform and Grow Plan and pursue our search for the Company’s next CEO in our effort to create long-term value for our stockholders.”
Boyer has over 30 years of experience in retail and has been instrumental in leading key initiatives under the Company’s TAG Plan. He has been a member of the executive leadership team at Fossil Group since 2017 and has served as Chief Operating Officer since April 2021. He previously served as the Company’s Chief Financial Officer and Treasurer for four years and was a member of the Board of Directors for 10 years prior to joining the management team. Prior to Fossil Group, he held executive leadership positions across the retail and consumer landscape, including Pier 1 Imports, Inc., Tuesday Morning Corporation, 24 Hour Fitness Worldwide Holdings, Inc., and Michaels Stores, Inc. Prior to his work in retail, he served in leadership roles in several consumer product firms including The Pillsbury Company and Kraft General Foods.
Boyer is currently a member of the Board of Directors of Sally Beauty Holdings, Inc. (NYSE: SBH), where he serves on the Audit Committee and the Compensation and Talent Committee.
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 watches, 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 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.
Safe Harbor
Safe Harbor Certain statements contained herein that are not historical facts, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. The actual results of the future events described in such forward-looking statements could differ materially from those stated in such forward-looking statements. Among the factors that could cause actual results to differ materially are: risks related to the success of the Transform and Grow plan; a failure to meet the continued listing requirements of Nasdaq; the impact of activist shareholders; a downgrade in our debt ratings; our level of indebtedness; our ability to achieve consistent profitability or positive cash flow; increased political uncertainty, the effect of worldwide economic conditions; the effect of a pandemic; significant changes in consumer spending patterns or preferences; interruptions or delays in the supply of key components or products; acts of war or acts of terrorism; loss of key facilities; data breach or information systems disruptions; changes in foreign currency valuations in relation to the U.S. dollar; lower levels of consumer spending resulting from a general economic downturn or generally reduced shopping activity caused by public safety or consumer confidence concerns; the performance of our products within the prevailing retail environment; customer acceptance of both new designs and newly-introduced product lines; changes in the mix of product sales; the effects of vigorous competition in the markets in which we operate; compliance with debt covenants and other contractual provisions and meeting debt service obligation; risks related to the success of our business strategy; the termination or non-renewal of material licenses; risks related to foreign operations and manufacturing; changes in the costs of materials and labor; government regulation and tariffs; our ability to secure and protect trademarks and other intellectual property rights; levels of traffic to and management of our retail stores; loss of key personnel and the outcome of current and possible future litigation, as well as the risks and uncertainties set forth in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”). These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Readers of this release should consider these factors in evaluating, and are cautioned not to place undue reliance on, the forward-looking statements contained herein. The Company assumes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Investor Relations Contact:
Christine Greany
The Blueshirt Group
(858) 722-7815
christine@blueshirtgroup.com
Additional Information and Where to Find It
The Company intends to file with the SEC a proxy statement on Schedule 14A, containing a form of WHITE proxy card, with respect to its solicitation of proxies for the 2024 Annual Meeting of Stockholders (the “Proxy Statement”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY THE COMPANY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by the Company free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by the Company are also available free of charge by accessing the Company’s website at https://www.fossilgroup.com/investors/.
Participants
Fossil, its directors and executive officers and other members of management and employees will be participants in the solicitation of proxies with respect to a solicitation by Fossil. Information about Fossil’s executive officers and directors and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement and other relevant materials that may be filed with the SEC by Fossil. Information regarding Fossil’s directors and executive officers is available at “Proposal 1: Election of Directors,” “Executive Officers” and “Security Ownership of Certain Beneficial Owners and Management” in its definitive proxy statement for the 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 12, 2023, and in its Current Reports on Form 8-K filed with the SEC on June 28, 2023 and August 9, 2023. To the extent holdings by our directors and executive officers of Fossil securities reported in the proxy statement for the 2023 Annual Meeting or in such Form 8-Ks have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are or will be available free of charge at the SEC’s website at www.sec.gov.