FOSL Fossil Group Inc

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): August 21, 2015

FOSSIL GROUP, INC.

(Exact name of registrant as specified in its charter)

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):

o                          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.                                        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 21, 2015, Mauria Finley was appointed to the Board of Directors (the “Board”) of Fossil Group, Inc. (the “Company”), effective August 24, 2015.  Ms. Finley was not appointed to any committees of the Board.

Ms. Finley is not a party to any arrangement or understanding with any person pursuant to which she was appointed as a director, nor is she a party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries.

For her service on the Board, Ms. Finley will receive the Company’s standard non-employee director compensation, which includes an annual cash retainer of $60,000.  The annual retainer to be paid to Ms. Finley will be paid on a quarterly basis in arrears and will be pro-rated for the third quarter based on the number of days between the date of her appointment and September 30, 2015, the end of the third calendar quarter.

In addition, pursuant to the Company’s 2008 Long-Term Incentive Plan, as amended, Ms. Finley will receive a grant of restricted stock units as of the effective date of her appointment equal to the number of shares of common stock having an aggregate fair market value of $130,000, pro-rated to reflect the number of days between the date of her appointment and the one year anniversary of the Company’s 2015 Annual Stockholders Meeting. Ms. Finley would also receive an additional grant of restricted stock units equal to the number of shares of common stock having an aggregate fair market value of $130,000 on the date of the Company’s 2016 Annual Stockholders Meeting if she is then serving as a non-employee director.  The restricted stock units to be granted to Ms. Finley vest and convert into shares of common stock (i) upon the first anniversary of the date of grant for the restricted stock units granted upon her appointment to the Board; and (ii) upon the earlier of the first anniversary of the date of grant or the first Annual Stockholders Meeting following the date of grant for the restricted stock units to be granted on the date of the 2016 Annual Stockholders Meeting; provided that Ms. Finley is providing services to the Company or its subsidiaries on each such vesting date.

On August 24, 2015, the Company issued a press release announcing the appointment of Ms. Finley, which is incorporated herein by reference.  A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01                                                                   Financial Statements and Exhibits.

(d)                                           Exhibits

99.1                                      Press Release, dated August 24, 2015, announcing the appointment of a director.

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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.

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EXHIBIT INDEX

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Exhibit 99.1

FOSSIL GROUP, INC. APPOINTS MAURIA FINLEY TO ITS BOARD OF DIRECTORS

Richardson, TX. August 24, 2015 — Fossil Group, Inc. (Nasdaq GS: FOSL) (the “Company”) announced the appointment of Mauria Finley to its Board of Directors effective August 24, 2015.  With the appointment, the Company’s Board of Directors consists of twelve members, including nine independent directors, two former members of senior management and one current member of senior management.

Kosta N. Kartsotis, Chairman and Chief Executive Officer of the Company said, “We are very excited to have Mauria join our board of directors.  Her successful track record of growing companies through digital experiences and social media platforms will prove invaluable as we continue to position the company to compete in the omni-channel age of retail.  Her expertise and insight on adopting technology to rapidly grow businesses and better engage with customers perfectly aligns with the strategic initiatives currently in place for Fossil Group.”

Ms. Finley was the founder of Citrus Lane and served as Chief Executive Officer from March 2011 until she retired from the company in October 2014.  Citrus Lane is a leading social commerce platform for parents and was acquired by Care.com in July 2014.  Ms. Finley previously served as Senior Director, Buyer Product and E-commerce Categories for eBay Inc. from January 2008 until October 2010.  eBay Inc. is a technology company that enables commerce on behalf of users, merchants, retailers, and brands of various sizes in the United States and internationally. From September 2004 until January 2008, Ms. Finley served as Senior Director, New Ventures and Funding Mix for PayPal, then a division of eBay Inc.,  and now known as PayPal Holdings, Inc.  PayPal Holding, Inc. is a technology platform company that enables digital and mobile payments on behalf of consumers and merchants worldwide.  From January 2001 until December 2003, Ms. Finley served as Director of Product Management for Good Technology.  Good Technology is a mobile startup that developed smartphone software and hardware for wireless messaging and personal information management for enterprises and users.  From March 1999 until January 2001, Ms. Finley served as Director of Product Management for AOL.  From September 1997 until March 1999, Ms. Finley served as Senior Product Manager for Netscape Communication.

About Fossil Group, Inc.

Fossil Group, Inc. is a global design, marketing and distribution company that specializes in consumer lifestyle and fashion accessories.  The Company’s principal offerings include an extensive line of men’s and women’s fashion watches and jewelry sold under a diverse portfolio of proprietary and licensed brands, handbags, small leather goods and accessories.  The Company’s products are sold to department stores, specialty retail stores and specialty watch and jewelry stores in the U.S. and in approximately 150 countries worldwide through 26 Company-owned foreign sales subsidiaries and a network of approximately 75 independent distributors.  The Company also distributes its products in over 600 Company-owned and operated retail stores, through its international e-commerce websites and through the Company’s U.S. e-commerce website at www.fossil.com. Certain press release and SEC filing information concerning the Company is also available at www.fossilgroup.com.