The Buxton Helmsley Group to nominate four directors to Fossil board

The Buxton Helmsley Group, which has an approximate 1.4% interest in Fossil Group announced its intention to nominate four highly qualified director candidates to the Fossil Board of Directors at the company’s 2024 Annual Meeting of Shareholders. Alexander Parker, Senior Managing Director at BHG, said, “Fossil is a beloved brand that has delighted millions of customers for years. However, it has become clear to us how much the Company’s future is in danger. For far too long, Fossil’s Board and management have destroyed massive shareholder value due to a lack of proactivity, made numerous, inexcusable strategic blunders, and – now made very clear to us – represent a grave threat to the Company’s investors and long-term prospects. The facts under the current regime are disturbing: Fossil’s stock price has dropped approximately 97% since CEO Kosta Kartsotis was named Board Chair in May 2010, not a single incumbent director or executive officer has purchased even one share of the Company’s stock in the open market in three years, and five of eight directors have never purchased a single share since joining Board. Further, the Company continues to employ a CFO who either inappropriately answered or entirely refused to answer basic questions related to financial statements he previously certified. From his silence, in the face of what should be easy to answer questions, we believe the CFO is leaving open the possibility of later abandoning his previous certifications of the Company’s financial statements. Moreover, the Board’s actions (including strapping CFO Sunil Doshi with a “golden parachute” after his alarming communications with BHG, in apparent fear of BHG’s imminent intervention) are clear to us to be putting investors in imminent danger, and the Company on a path to financial ruin, an outcome we cannot accept. Given the Board’s abysmal judgement and failure to oversee management for years, the need for immediate change at Fossil is abundantly clear. As a result, Buxton Helmsley is nominating four highly qualified directors with the required skillsets, financial and operational acumen, track records of creating shareholder value, and integrity to restore Fossil’s credibility and rebuild trust with investors. Our nominees include Pamela B. Corrie, who brings 25 years of experience in corporate turnarounds; Charles Garcia, who has substantial capital markets expertise; Deirdre A. O’Connor, who served at the U.S. Department of Justice for ten years; and Rumbi B. Petrozzello, former President of the New York State Society of CPAs. We believe these four director candidates possess the expertise to restore confidence in Fossil’s leadership and explore numerous neglected opportunities to enhance shareholder value.”