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): May 23, 2012
FOSSIL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-19848 | 75-2018505 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 901 S. Central Expressway | ||||
| Richardson, Texas | 75080 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (972) 234-2525
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
Fossil, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on May 23, 2012 to (i) elect eleven directors to the Company’s Board of Directors to serve for a term of one year or until their respective successors are elected and qualified (“Proposal 1”), (ii) hold an advisory vote on named executive officer compensation (“Proposal 2”), (iii) ratify the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 29, 2012 (“Proposal 3”), and (iv) vote on a stockholder proposal regarding a report describing the Company’s supply chain standards related to environmental impacts (“Proposal 4”). For more information about the foregoing proposals, see the Company’s definitive proxy statement dated April 23, 2012.
The table below shows the final results of the voting at the Annual Meeting:
| Votes in Favor |
Votes Withheld or Cast Against |
Abstain | Broker Votes |
|||||||||||||
| Proposal 1 |
||||||||||||||||
| Elaine Agather |
54,446,560 | 128,571 | — | 2,540,534 | ||||||||||||
| Jeffrey N. Boyer |
54,556,658 | 18,473 | — | 2,540,534 | ||||||||||||
| Kosta N. Kartsotis |
53,878,115 | 697,016 | — | 2,540,534 | ||||||||||||
| Diane L. Neal |
54,563,112 | 12,019 | — | 2,540,534 | ||||||||||||
| Thomas M. Nealon |
54,555,872 | 19,259 | — | 2,540,534 | ||||||||||||
| Elysia Holt Ragusa |
54,488,165 | 86,966 | — | 2,540,534 | ||||||||||||
| Jal S. Shroff |
54,442,485 | 132,646 | — | 2,540,534 | ||||||||||||
| James E. Skinner |
54,561,559 | 13,572 | — | 2,540,534 | ||||||||||||
| Michael Steinberg |
54,282,203 | 292,928 | — | 2,540,534 | ||||||||||||
| Donald J. Stone |
54,012,495 | 562,636 | — | 2,540,534 | ||||||||||||
| James M. Zimmerman |
54,562,859 | 12,272 | — | 2,540,534 | ||||||||||||
| Proposal 2 |
54,356,651 | 194,363 | 24,117 | 2,540,534 | ||||||||||||
| Proposal 3 |
56,937,875 | 164,075 | 13,715 | — | ||||||||||||
| Proposal 4 |
12,582,940 | 28,276,187 | 13,716,004 | 2,540,534 | ||||||||||||
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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.
| Dated: May 25, 2012 | ||||
| FOSSIL, INC. | ||||
| By: | /s/ Mike L. Kovar | |||
|
| ||||
| Mike L. Kovar | ||||
| Executive Vice President and Chief Financial Officer | ||||
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