Fossil Group (FOSL) Proxy filing summary

Executive summary

• Annual Meeting scheduled for October 2, 2026, with record date set as August 3, 2026; materials available online to promote efficiency and sustainability.

• Key business includes election of seven directors, advisory vote on executive compensation, approval of an amendment to the 2024 Long-Term Incentive Plan, and ratification of Deloitte & Touche LLP as auditor.

• Shareholders can vote electronically, by phone, or by mail, and are encouraged to participate to ensure quorum.

Voting matters and shareholder proposals

• Seven director nominees are up for election, each requiring a majority of votes cast for election.

• Advisory (non-binding) vote on executive compensation (say-on-pay) is held annually, with prior strong shareholder support.

• Proposal to approve the First Amendment to the 2024 Long-Term Incentive Plan, increasing available shares by 7 million.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending January 2, 2027.

• Shareholder proposals for the 2027 meeting must be received by January 28, 2027.

Board of directors and corporate governance

• Board emphasizes diversity in skills, experience, and backgrounds; all director nominees have significant leadership and governance experience.

• Four standing committees: Audit, Compensation and Talent Management, Nominating and Corporate Governance, and Strategic Planning and Finance (dissolved Dec 2025).

• All directors attended at least 75% of meetings in 2025; independent directors held five formal meetings without management.

• Board leadership structure allows flexibility in separating or combining Chairperson and CEO roles.