Fossil Group (FOSL) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 19, 2025, with a record date of October 23, 2025, and will be held virtually.

• Stockholders will vote on the election of eight directors, an advisory say-on-pay vote, and ratification of the external auditor.

• Proxy materials were mailed and made available online starting November 21, 2025.

Voting matters and shareholder proposals

• Proposals include electing eight directors, approving executive compensation on an advisory basis, and ratifying Deloitte & Touche LLP as the independent auditor for fiscal 2025.

• The board recommends voting FOR all director nominees and both proposals.

• Stockholders may submit proposals for the 2026 annual meeting by January 29, 2026.

Board of directors and corporate governance

• The board will have eight members after the meeting, with a majority being independent and five female directors.

• Board committees include Audit, Compensation and Talent Management, Nominating and Corporate Governance, and the recently dissolved Strategic Planning and Finance Committee.

• The board held 26 meetings in 2024, and all directors attended at least 75% of meetings.

• A Cooperation Agreement with Buxton led to the appointment of Pamela B. Corrie as a director.

• The board values diversity in skills, experience, and background.