<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Fossil, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
FOSSIL, INC.
2280 N. GREENVILLE AVENUE
RICHARDSON, TEXAS 75082
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 26,1999
To the Stockholders of Fossil, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of Fossil, Inc., a Delaware corporation (the "Company"), will be held
at the offices of the Company, 2280 N. Greenville Avenue, Richardson, Texas, on
the 26th day of May 1999, at 4:00 p.m. (local time) for the following purposes:
1. To elect two (2) directors to serve for a term of three years or
until their respective successors are elected and qualified; and
2. To transact any and all other business that may property come
before the meeting or any adjournment(s) thereof.
The Board of Directors has fixed the close of business on April 2, 1999,
as the record date (the "Record Date") for the determination of stockholders
entitled to notice of and to vote at such meeting or any adjournment(s)
thereof. Only stockholders of record at the close of business on the Record
Date are entitled to notice of and to vote at such meeting. The stock
transfer books will not be closed. A list of stockholders entitled to vote at
the Annual Meeting will be available for examination at the offices of the
Company for 10 days prior to the Annual Meeting.
You are cordially invited to attend the meeting; whether or not you
expect to attend the meeting in person, however, you are urged to mark, sign,
date, and mail the enclosed form of proxy promptly so that your shares of
stock may be represented and voted in accordance with your wishes and in
order that the presence of a quorum may be assured at the meeting. Your proxy
will be returned to you if you should be present at the meeting and should
request its return in the manner provided for revocation of proxies on the
initial page of the enclosed proxy statement.
BY ORDER OF THE BOARD OF DIRECTORS
T. R. Tunnell
SENIOR VICE PRESIDENT, DEVELOPMENT
AND CHIEF LEGAL OFFICER AND SECRETARY
April 15, 1999
Richardson, Texas
<PAGE>
FOSSIL, INC.
2280 N. GREENVILLE AVENUE
RICHARDSON, TEXAS 75082
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 26,1999
--------------------------
SOLICITATION AND REVOCABILITY
OF PROXIES
The accompanying proxy is solicited by the Board of Directors on behalf
of Fossil, Inc., a Delaware corporation (the "Company"), to be voted at the
1999 Annual Meeting of Stockholders of the Company (the "Annual Meeting") to
be held on May 26, 1999, at the time and place and for the purposes set forth
in the accompanying Notice of Annual Meeting of Stockholders (the "Notice")
and at any adjournment(s) thereof. WHEN PROXIES IN THE ACCOMPANYING FORM ARE
PROPERLY EXECUTED AND RECEIVED, THE SHARES REPRESENTED THEREBY WILL BE VOTED
AT THE ANNUAL MEETING IN ACCORDANCE WITH THE DIRECTIONS NOTED THEREON; IF NO
DIRECTION IS INDICATED, SUCH SHARES WILL BE VOTED FOR THE ELECTION OF
DIRECTORS.
The executive offices of the Company are located at, and the mailing
address of the Company is, 2280 N. Greenville Avenue, Richardson, Texas 75082.
Management does not intend to present any business at the Annual Meeting
for a vote other than the matters set forth in the Notice and has no
information that others will do so. If other matters requiring a vote of the
stockholders properly come before the Annual Meeting, it is the intention of
the persons named in the accompanying form of proxy to vote the shares
represented by the proxies held by them in accordance with their judgment on
such matters.
This proxy statement (the "Proxy Statement") and accompanying form of proxy
are being mailed on or about April 15, 1999. The Company's Annual Report to
Stockholders covering the Company's fiscal year ended January 2, 1999, is
enclosed herewith, but does not form any part of the materials for solicitation
of proxies.
Any stockholder of the Company giving a proxy has the unconditional right
to revoke his proxy at any time prior to the voting thereof either in person at
the Annual Meeting by delivering a duly executed proxy bearing a later date or
by giving written notice of revocation to the Company addressed to T. R.
Tunnell, Senior Vice President, Development, Chief Legal Officer and Secretary,
Fossil, Inc., 2280 N. Greenville Avenue, Richardson, Texas 75082; no such
revocation shall be effective, however, unless such notice of revocation has
been received by the Company at or prior to the Annual Meeting.
In addition to the solicitation of proxies by use of the mail, officers and
regular employees of the Company may solicit the return of proxies, either by
mail, telephone, telegraph, or through personal contact. Such officers and
employees will not be additionally compensated but will be reimbursed for
out-of-pocket expenses. Brokerage houses and other custodians, nominees, and
fiduciaries will, in connection with shares of common stock, par value $0.01 per
share (the "Common Stock"), registered in their names, be requested to forward
solicitation material to the beneficial owners of such shares of Common Stock.
<PAGE>
The cost of preparing, printing, assembling, and mailing the Annual
Report, the Notice, this Proxy Statement, and the enclosed form of proxy, as
well as the reasonable cost of forwarding solicitation materials to the
beneficial owners of shares of the Company's Common Stock, and other costs of
solicitation, are to be borne by the Company.
QUORUM AND VOTING
The record date for the determination of stockholders entitled to notice
of and to vote at the Annual Meeting was the close of business on April 2,
1999 (the "Record Date"). On the Record Date, there were 20,937,580 shares of
Common Stock issued and outstanding.
Each holder of Common Stock is entitled to one vote per share on all
matters to be acted upon at the meeting and neither the Company's Amended and
Restated Certificate of Incorporation nor its Amended and Restated Bylaws
allows for cumulative voting rights. The presence, in person or by proxy, of
the holders of a majority of the issued and outstanding Common Stock entitled
to vote at the meeting is necessary to constitute a quorum to transact
business. If a quorum is not present or represented at the Annual Meeting,
the stockholders entitled to vote thereat, present in person or by proxy, may
adjourn the Annual Meeting from time to time without notice or other
announcement until a quorum is present or represented. Assuming the presence
of a quorum, the affirmative vote of the holders of a plurality of the shares
of Common Stock voting at the meeting is required for the election of
directors.
An automated system administered by the Company's transfer agent tabulates
the votes. Abstentions and broker non-votes are included in the determination of
the number of shares present to establish a quorum. Each proposal is tabulated
separately. Abstentions, with respect to any proposal other than the election of
directors, will have the same effect as a vote against such proposal. Broker
non-votes will have no effect on the outcome of the election of directors.
2
<PAGE>
PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of Common Stock as of the Record Date by (i) each director of the
Company; (ii) each Named Executive Officer (as defined in "Election of
Directors - Compensation of Executive Officers"); (iii) all present executive
officers and directors of the Company as a group; and (iv) each other person
known to the Company to own beneficially more than five percent (5%) of the
Common Stock as of the Record Date. Unless otherwise noted, the persons named
below have sole voting and investment power with respect to the shares shown
as beneficially owned by them.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER NUMBER PERCENT
- ------------------------- ----- -------
<S> <C> <C> <C>
Tom Kartsotis (1) . . . . . . . . . . . . . . . 6,797,600 (2) 32.5
Kosta N. Kartsotis (1) . . . . . . . . . . . . . 3,060,857 14.6
Michael W. Barnes . . . . . . . . . . . . . . . 96,859 (3) *
Richard H. Gundy . . . . . . . . . . . . . . . . 188,811 (4) 1.0
Mark D. Quick . . . . . . . . . . . . . . . . . 144,776 (5) *
Jal S. Shroff (6) . . . . . . . . . . . . . . . 413,033 (7) 2.0
Kenneth W. Anderson . . . . . . . . . . . . . . 34,125 (8) *
Alan J. Gold . . . . . . . . . . . . . . . . . . 41,625 (9) *
Donald J. Stone . . . . . . . . . . . . . . . . 34,050 (10) *
FMR Corp. (11) . . . . . . . . . . . . . . . . . 1,963,300 9.4
All executive officers and directors as a group
(11 persons) (2)(3)(4)(5)(7)(8)(9)(10) . . . . 10,939,258 52.3
</TABLE>
- --------------
* Less than 1%
(1) The address of such individual is 2280 N. Greenville Avenue, Richardson,
Texas 75082.
(2) Includes 753,450 shares of Common Stock owned of record by Lynne Stafford
Kartsotis, wife of Mr. Tom Kartsotis, as to which Mr. Kartsotis disclaims
beneficial ownership, and 9,772 shares owned by Mr. Kartsotis as custodian
for Annie Grace Kartsotis, his minor daughter.
(3) Includes 65,648 shares issuable pursuant to the exercise of stock options
within 60 days of the Record Date.
(4) Includes 7,500 shares owned by the Richard Gundy Trust, and 7,500 shares
owned by the Richard Gundy Family Trust. Mr. Gundy is a trustee of each of
these trusts.
(5) Includes 144,776 shares issuable pursuant to the exercise of stock options
within 60 days of the Record Date.
(6) Mr. Shroff and his wife, Pervin J, Shroff, share voting and investment
power with respect to 312,235 of the shares shown.
(7) Includes 57,374 shares issuable pursuant to the exercise of stock options
within 60 days of the Record Date. Also includes indirect ownership of
43,424 shares issuable pursuant to the exercise of stock options within 60
days of the Record Date which are owned by Mrs. Shroff.
(8) Includes 26,625 shares issuable pursuant to the exercise of stock options
within 60 days of the Record Date. Also includes 7,500 shares owned by the
K.W. Anderson Family Limited Partnership. Mr. Anderson is managing general
partner of the partnership and has sole voting and investment power with
respect to those shares.
(9) Includes 26,625 shares issuable pursuant to the exercise of stock options
within 60 days of the Record Date.
(10) Includes 26,625 shares issuable pursuant to the exercise of stock options
within 60 days of the Record Date.
(11) Based on a Schedule 13G, dated February 12, 1999, filed by FMR Corp.
("FMR") with the Securities and Exchange Commission and the Company. The
Schedule 13G discloses that Fidelity Management & Research Company
("Fidelity"), a wholly-owned subsidiary of FMR and an investment adviser,
is the beneficial owner of 1,963,300 shares of Common Stock, or 9.375% of
the Common Stock, of the Company as a result of acting as investment
advisor to various companies registered under the Investment Company Act of
1940. Edward C. Johnson. 3rd. and FMR (through its control of Fidelity and
the funds) each has sole power to dispose of the 1,963,300 shares owned by
the funds. Neither FMR nor Edward C. Johnson, 3rd has the sole power to
vote or direct the voting of the shares owned directly by the Fidelity
Funds, which power resides with the Fund's Board of Trustees. Fidelity
carries out the voting of the shares under written guidelines established
by such Board of Trustees. The address of FMR is 82 Devonshire Street,
Boston, Massachusetts 02109.
3
<PAGE>
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Board of Directors currently consists of seven members and is
classified into three classes. The first and second class each consist of two
members, while the third class consists of three members. The term of one
class of directors expires each year. By resolution of the Board of Directors
at its meeting on March 3, 1999, the number of directors composing the Board
of Directors has been set at seven. The persons whose names are listed below
("Director Nominees") have been nominated for election as directors by the
Board of Directors to serve for a term of office to expire at the Annual
Meeting of Stockholders in 2002, with each such Director Nominee to hold
office until his successor has been duly elected and qualified. Stockholders
will not be able to vote the proxies held by them for more than two persons.
To be elected a director, each Director Nominee must receive a plurality of
the votes cast at the Annual Meeting for the election of directors. Should
any Director Nominee become unable or unwilling to accept nomination or
election, the proxy holders may vote the proxies for the election, in his or
her stead, of any other person the Board of Directors may recommend. Each
nominee has expressed his intention to serve the entire term for which
election is sought.
DIRECTORS AND NOMINEES
The following table and text set forth the name, age and positions of each
Director Nominee and director:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Tom Kartsotis . . . . . 39 Director, Chairman of the Board and Chief
Executive Officer
Kosta N. Kartsotis . . . 46 Director, President and Chief Operating
Officer
Michael W. Barnes . . . 38 Director and Executive Vice President
Jal S. Shroff. . . . . . 62 Director and Managing Director of Fossil
(East) Limited
Kenneth W. Anderson . . 65 Director
Alan J. Gold . . . . . . 65 Director
Donald J. Stone . . . . 70 Director
</TABLE>
The Director Nominees for election to the Board of Directors at the 1999
Annual Meeting of Stockholders are as follows:
Michael W. Barnes has served as Executive Vice President since February
1995. Mr. Barnes served as Senior Vice President -- International from August
1994 until February 1995. From December 1993 until August 1994, Mr. Barnes
served as Senior Vice President -- Operations. Mr. Barnes joined the Company in
1985 and served as Vice President -- Operations until December 1991. He served
as a director of the Company from 1985 until March 1992. Mr. Barnes has been a
director of the Company since he was re-elected to the Board of Directors in
February 1993.
Kenneth W. Anderson has been a director of the Company since April 1993.
Mr. Anderson was a co-founder of Blockbuster Entertainment Corporation, a video
rental company, and served as its President from 1985 until 1987. From 1987 to
1991, Mr. Anderson served in various positions with Amtech Corporation, a
remote electronic identification technology company, which he co-founded,
including as the Chairman of its Executive Committee.
4
<PAGE>
Unless otherwise directed in the enclosed proxy, it is the intention of
the persons named in such proxy to nominate and to vote the shares
represented by such proxy for the election of the Director Nominees for the
office of director of the Company. Each of the Director Nominees is presently
a director of the Company.
The Board of Directors does not contemplate that either of the
above-named nominees for director will refuse or be unable to accept election
as a director of the Company, or be unable to serve as a director of the
Company. Should either of them become unavailable for nomination or election
or refuse to be nominated or to accept election as a director of the Company,
then the persons named in the enclosed form of proxy intend to vote the
shares represented in such proxy for the election of such other person or
persons as may be nominated or designated by the Board of Directors.
Mr. Tom Kartsotis and Mr. Kosta N. Kartsotis are brothers. There are no
other family relationships among any of the directors, Director Nominees or
executive officers of the Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION
OF EACH OF THE INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.
Directors Serving Terms To Expire At The 2000 Annual Meeting Of Stockholders:
Kosta N. Kartsotis has served as President and Chief Operating Officer
since December 1991. Mr. Kosta Kartsotis joined the Company in 1988 and
served as Vice President -- Marketing until December 1991. He has been a
director of the Company since 1990.
Alan J. Gold has been a director of the Company since April 1993. Mr.
Gold was the founder of Accessory Lady, a women's fashion accessory retail
chain, and served as its President until 1992. Mr. Gold is currently
President of Goldcor Investments.
Directors Serving Terms To Expire At The 2001 Annual Meeting Of Stockholders:
Tom Kartsotis has served as Chairman of the Board and Chief Executive
Officer since December 1991. Mr. Tom Kartsotis founded the Company in 1984
and served as its President until December 1991. He has been a director of
the Company since 1984.
Jal S. Shroff has served as Managing Director of Fossil (East) Limited
("Fossil East") since January 1991 and has been a director of the Company since
April 1993. Mr. Shroff joined S. Framjee & Co., a privately held trading company
headquartered in Hong Kong, and has served as its Managing Director since a date
prior to 1994.
Donald J. Stone has been a director of the Company since April 1993. Mr.
Stone served as Vice Chairman of Federated Department Stores until February
1988, at which time he retired.
BOARD COMMITTEES AND MEETINGS
The Board of Directors has established two standing committees: the Audit
Committee and the Compensation Committee. Messrs. Stone, Anderson and Gold serve
on the Audit Committee and the Compensation Committee. The functions of the
Audit Committee are to recommend to the Board of Directors the appointment of
independent auditors, to review the plan and scope of any audit of the Company's
financial statements and to review the Company's significant accounting policies
and other related matters. The Audit Committee held two meetings during the
fiscal year ended January 2, 1999. The functions of the Compensation Committee
are to make recommendations to the Board of Directors regarding the compensation
of senior officers
5
<PAGE>
and to administer the 1993 Long-Term Incentive Plan (the "Incentive Plan"). The
Compensation Committee held one meeting during the fiscal year ended January 2,
1999.
The Board of Directors held four meetings during the fiscal year ended
January 2, 1999. During 1998, each director attended, in person or by
conference call, all of the meetings of the Board of Directors and the
meetings held by all committees of the Board on which such director served,
except for Mr. Barnes who was unable to attend one meeting of the Board of
Directors.
DIRECTOR COMPENSATION
The Company pays an annual retainer of $15,000 to each nonemployee
director. In addition, the Company pays each nonemployee director a fee of
$1,000 for each meeting of the Board of Directors or any committee thereof
which he attends. The Company also reimburses its directors for ordinary and
necessary travel expenses incurred in attending such meetings.
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN. The Board of Directors and the
stockholders of the Company have approved the adoption of the 1993
Nonemployee Director Plan (the "Nonemployee Director Plan"). Pursuant to the
Nonemployee Director Plan each Nonemployee Director receives a grant of 7,500
non-qualified stock options on the date be becomes a director of the Company,
and on the first day of each calendar year, each Nonemployee Director
receives a grant of an additional 4,500 non-qualified stock options, so long
as he is then serving as a Nonemployee Director. The grant of options
pursuant to the Nonemployee Director Plan is automatic. After giving effect
to the three for two stock split declared on March 4, 1998, effected as a
fifty percent (50%) stock dividend paid on April 8, 1998 to stockholders of
record as of March 25, 1998 (the "3-for-2 Stock Dividend"), an aggregate of
150,000 shares of Common Stock have been authorized for issuance pursuant to
the Nonemployee Director Plan, of which 99,000 shares were subject to
outstanding options on the Record Date. Notwithstanding the provisions of the
Nonemployee Director Plan, grants of options under the Nonemployee Director
Plan commencing on January 1, 1999, are not adjusted for the 3-for-2 Stock
Dividend.
Options granted pursuant to the Nonemployee Director Plan will become
exercisable (i) with respect to 50% of the total number of shares subject
thereto, on the first anniversary of the date of grant and (ii) with respect
to the remaining shares subject thereto, in installments of 25% of such
shares on each of the second and third anniversaries of the date of grant.
The exercise price of options granted pursuant to the Nonemployee Director
Plan shall be the fair market value of the Common Stock on the date of grant.
Such exercise price must be paid in full in cash at the time an option is
exercised. The term of options granted under the Nonemployee Director Plan
will expire on the earliest of (i) ten years from the date of grant, (ii) one
year after the optionee ceases to be a director by reason of death or
disability or (iii) three months after the optionee ceases to be a director
for any reason other than death or disability.
The Nonemployee Director Plan provides that the Board of Directors may
make certain adjustments to the exercise price and number of shares subject
to options granted thereunder in the event of a stock split, stock dividend,
combination or reclassification or certain other corporate transactions.
Subject to certain limitations, the Board of Directors is authorized to amend
the Nonemployee Director Plan as it deems necessary, but no amendment may
adversely affect the rights of an optionee with respect to an outstanding
option without his consent. The Compensation Committee of the Board of
Directors is not responsible for the administration of the Nonemployee
Director Plan.
6
<PAGE>
EXECUTIVE OFFICERS
The name, age, current position with the Company, and the principal
occupation during the last five years of executive officers Messrs. Tom
Kartsotis, Kosta N. Kartsotis and Michael W. Barnes and the year each first
became an executive officer of the Company is set forth above under the
caption "Directors and Nominees" and with respect to each remaining executive
officer is set forth in the following table and text:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Richard H. Gundy...... 56 Executive Vice President
Randy S. Kercho....... 42 Executive Vice President, Chief Financial Officer
and Treasurer
Mark D. Quick......... 50 Executive Vice President
T. R. Tunnell......... 45 Senior Vice President, Development, Chief Legal
Officer and Secretary
</TABLE>
Richard H. Gundy has served as Executive Vice President of the Company
since April 1994. From a date prior to 1994, Mr. Gundy served as Executive
Vice President and Director of County Seat Stores, Inc., a national retailer
of apparel and fashion accessories.
Randy S. Kercho has served as Executive Vice President and Chief
Financial Officer of the Company since March 1997. Mr. Kercho served as
Senior Vice President and Chief Financial Officer of the Company from
February 1995 until March 1997 and has served as Treasurer since May 1995.
Mr. Kercho served as Vice President and Chief Financial Officer from a date
prior to 1994 until February 1995.
Mark D. Quick has served as Executive Vice President since March 1997.
Mr. Quick is responsible for the Company's fashion accessory lines including,
handbags, small leather goods, belts and sunglasses. From November 1995 until
March 1997 he served as Senior Vice President - Accessories. From a date
prior to 1994, Mr. Quick served as Senior Vice President - General
Merchandise Manager of Foley's (currently part of May Co.).
T.R. Tunnell has served as Senior Vice President, Development, Chief
Legal Officer and Secretary of the Company since December 1996. Mr. Tunnell
served as Vice President and General Counsel of Pillowtex Corporation from
April 1996 until December 1996. Mr. Tunnell served as Vice President,
Secretary and General Counsel of the Company from a date prior to 1994 until
April 1996.
7
<PAGE>
KEY EMPLOYEES
The following table and text set forth certain information regarding other
key employees of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Suzanne Amundsen 41 Vice President, Product Development
Diarmuid Bland 43 Senior Vice President, Product Development
Gary A. Bollinger 51 Senior Vice President, International
Heath Carr 32 Vice President, Promotional Products
Robert V. Fiore 54 Vice President, Midwest Region
Cheri J. Friedman 42 Vice President, Northeast Region
Mark Ginsberg 44 Vice President, Armani Products
John Gonzales 46 Vice President, Distribution Operations
Kurt Hagen 30 Vice President, e-commerce
Timothy G. Hale 38 Senior Vice President and Image Director
Kevin Harrell 35 Controller
J. Dan Heard 38 Senior Vice President, Operations
Don Hicks 37 Vice President, Finance
Cindy Moran 44 Vice President, Southeast Region
David R. Moore 38 Vice President, Eyewear
Dora Y. O'Brien 38 Vice President, Western Region
Tom Olt 52 Vice President, Stores and Real Estate
Margo Pieper 37 Vice President, Southwest Region
Franz Scheurl 47 Senior Vice President, International
Daniel M. Smith 61 Senior Vice President, RELIC / Private Label
Gail Stoke 45 Vice President, Women's Leathers
Steve Street 34 Vice President, Planning and Inventory Management
John Talbott 40 Vice President, Marketing
Sarah White 34 Vice President, Product Design for Leathers
</TABLE>
Suzanne Amundsen has served as Vice President - Product Development from
a date prior to 1994. Ms. Amundsen is responsible for certain of the
Company's private label watch accounts as well as watch product development
for the Company's RELIC and premium product divisions.
Diarmuid Bland has served as Senior Vice President, Product Development
since February 1998. Mr. Bland served as Vice President - Product Development
from July 1996 until February 1998. Mr. Bland is responsible for new product
development of FOSSIL watches and certain licensed watch brands. From a date
prior to 1994 until June 1996, Mr. Bland was employed by Timex Corporation as
Vice President Marketing and Sales - Fashion Brands / Asia.
Gary A. Bollinger has served as Senior Vice President - International
since February 1997. Mr. Bollinger is responsible for sales of the Company's
products in the Americas and duty free locations. Mr. Bollinger served as
Vice President - International from a date prior to 1994 until February 1997.
Heath Carr has served as Vice President - Promotional Products since
June 1997. Mr. Carr is responsible for the sales and operations of the
promotional products division of the Company. From February 1996 until June
1997, Mr. Carr was Vice President - Operations/ Fossil East. From August 1994
until February 1996, he served as Division Manager, Order Management
Department. From February 1994 until August 1994, he served as Group Manager,
Order Management Department.
8
<PAGE>
Robert V. Fiore has served as Vice President - Midwest Region from a
date prior to 1994. Mr. Fiore is responsible sales of the Company's products
in the Midwest Region.
Cheri J. Friedman has served as Vice President - Northeast Region from a
date prior to 1994. Ms. Friedman is responsible for sales of the Company's
products in the Northeast Region.
Mark Ginsberg has served as Vice President, Armani Products since March
1998. Mr. Ginsberg is responsible for sales of Emporio Armani products
worldwide. From a date prior to 1994 until March 1998, Mr. Ginsberg was Sales
Manager for Knoll, Inc.
John Gonzales has served as Vice President, Distribution Operations
since February 1998. Mr. Gonzales is responsible for the warehousing and
distribution operations in the United States. From September 1995 until
February 1998, Mr. Gonzales served as Director of Distribution for the
Company. From a date prior to 1994 until September 1995, Mr. Gonzales served
as General Warehouse Manager for M.J. Designs.
Kurt Hagen has served as Vice President, e-commerce since February 1999.
Mr. Hagen is responsible for sales of the Company's products via electronic
means. From August 1996 to February 1999, Mr. Hagen served as Vice President
- - European Operations. From February 1996 until August 1996, Mr. Hagen served
as Division Manager, Order Management Department. From 1994 until February
1996, Mr. Hagen served as International Group Manager.
Timothy G. Hale has served as Senior Vice President and Image Director
since February 1999. From a date prior to 1994 until February 1999, Mr. Hale
served as Vice President and Image Director. Mr. Hale is responsible for
coordinating the activities of the Company's in-house creative services
department.
Kevin Harrell has served as Controller since June 1998. From February
1997 until June 1998, Mr. Harrell served as Controller for Fossil Stores.
From February 1994 until February 1997, Mr. Harrell served as Fossil Stores
accounting manager.
J. Dan Heard has served as Senior Vice President - Operations since
February 1995. Mr. Heard is responsible for the Company's domestic
operations, distribution and information systems functions. From a date prior
to 1994 until 1995, Mr. Heard was employed by The Bonneau Company, Inc., a
Dallas-based eyewear manufacturer and marketer where he most recently served
as Chief Operating Officer.
Don Hicks has served as Vice President, Finance since February 1999. Mr.
Hicks served as Chief Accounting Officer from September 1997 until February
1999. From April 1997 until September 1997, he served as Vice President and
Controller of HealthCor Holdings, Inc. a publicly held home healthcare
services company. From a date prior to 1994 until November 1996, Mr. Hicks
was employed by Maxum Health Corp. where he served in various accounting
positions.
Cindy Moran has served as Vice President, Southeast Region since
February 1999. Ms. Moran is responsible for sales of the Company's products
in the Southeast Region. From a date prior to 1994 until February 1999, Ms.
Moran served as Regional Sales Manager.
David R. Moore has served as Vice President - Eyewear since August 1995
and served as Division Merchandising Manager from September 1994 until August
1995. From a date prior to 1994 until August 1994, Mr. Moore was employed at
The Bonneau Company, Inc., a Dallas-based eyewear manufacturer and marketer,
where he most recently served as Vice President of Marketing and
Merchandising.
9
<PAGE>
Dora Y. O'Brien has served as Vice President - West Region since
February 1993. Ms. O'Brien is responsible for sales of the Company's products
in the West region.
Tom Olt has served as Vice President - Stores and Real Estate since
September 1994. Mr. Olt is responsible for the development and operation of
the Company's outlet and retail stores. From a date prior to 1994 until
September 1994, Mr. Olt served as Vice President of Sales for Pier 1 Imports,
Inc.
Margo Pieper has served as Vice President, Southwest Region since
February 1998. Ms. Pieper is responsible for sales of the Company's products
in the Southwest region. From a date prior to 1994 until February 1998, Ms.
Pieper served as Southwest Regional Manager for the Company.
Franz Scheurl has served as Senior Vice President, International since
April 1997. Mr. Scheurl is responsible for sales of the Company's products in
Europe and Japan. From a date prior to 1994 until April 1997, Mr. Scheurl
served as Managing Director of Fossil (Europe) GmbH, a subsidiary of the
Company.
Daniel M. Smith has served as Senior Vice President - RELIC / Private
Label since March 1996. Mr. Smith is responsible for the marketing and sale
of the Company's RELIC and Private Label watches. From February 1995 until
March 1996 Mr. Smith served as Senior Vice President - RELIC Division and as
Vice President - RELIC Division from a date prior to 1994 until February 1995.
Gail Stoke has served as Vice President, Women's Leathers since February
1998. Ms. Stoke is responsible for sales of the Company's women's leather
goods. From July 1994 until February 1998, Ms. Stoke served in the positions
of Account Executive and National Sales Manager for Women's Leathers. From a
date prior to 1994 until July 1994, Ms. Stoke was Senior Account Executive
for Liz Claiborne.
Steve Street has served as Vice President, Planning and Inventory
Management since February 1998. Mr. Street is responsible for the management
of the company's domestic and international inventory. From February 1995
until February 1998, Mr. Street served as Division Manager, Order Management
for the Company. From a date prior to 1994 until February 1995, Mr. Street
served as Merchandise Planner for County Seat Stores.
John Talbott has served as Vice President, Marketing since November
1997. Mr. Talbott is responsible for domestic and international marketing of
the Company's products. From June 1997 until November 1997, Mr. Talbott was
self-employed. From June 1996 until May 1997, he served as Vice President,
Marketing for Buster Brown Apparel. From a date prior to 1994 until June
1996, Mr. Talbott was Vice President, Merchandising for Buster Brown Apparel.
Sarah White has served as Vice President, Product Design for Leathers
since February 1998. Ms. White is responsible for the design and development
of leather goods for men and women. From September 1996 until February 1998,
Ms. White served as Design Director for the Company. From December 1994 until
September 1996, she served as a Designer for the Company. From July 1994
until December 1994, she was Director of Accessories for Cole Haan. From March
1994 until June 1994, Ms. White served as a Designer for the Company.
COMPENSATION OF EXECUTIVE OFFICERS
The total compensation paid for the 1998, 1997 and 1996 fiscal years,
respectively, to the Chief Executive Officer, Mr. Tom Kartsotis, and the other
four most highly paid executive officers who received cash compensation in
excess of $100,000 for the fiscal year ended January 2, 1999 (collectively,
the "Named Executive Officers"), is set forth below in the following Summary
Compensation Table:
10
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION(1) AWARDS(2)
----------------------------------------------------
SECURITIES
FISCAL UNDERLYING ALL OTHER
NAME & PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#) COMPENSATION
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Tom Kartsotis 1998 258,992 -0- -0- -0-
CHAIRMAN OF THE BOARD, 1997 262,500 -0- -0- 6,149(4)
CHIEF EXECUTIVE OFFICE, AND 1996 272,932 -0- -0- 2,611(3)
DIRECTOR
Kosta N. Kartsotis 1998 254,773 -0- -0- -0-
PRESIDENT, CHIEF OPERATING 1997 254,000 -0- -0- 2,290(7)
OFFICER AND DIRECTOR 1996 264,807 -0- -0- -0-
Michael W. Barnes 1998 214,269 -0- 26,250 3,096(8)
EXECUTIVE VICE PRESIDENT 1997 218,846 -0- 37,500 10,996(4)
AND DIRECTOR 1996 212,062 -0- 75,000 2,994(3)
Richard H. Gundy 1998 238,992 -0- 26,251 2,898(9)
EXECUTIVE VICE PRESIDENT 1997 250,000 -0- 30,000 4,387(3)
1996 257,515 -0- 158,572(5) 4,841(6)
Mark D. Quick 1998 211,470 -0- 22,500 2,898(9)
EXECUTIVE VICE PRESIDENT 1997 210,385 -0- 37,500 4,199(3)
1996 181,731 -0- -0- -0-
</TABLE>
- ---------------
(1) The Company's executive officers did not receive any other annual
compensation in addition to salary and cash bonuses during the applicable
reporting periods, therefore the "Other Annual Compensation" column has
been omitted.
(2) During the applicable reporting periods, no awards of restricted stock were
made as Long-Term Compensation, therefore the column "Restricted Stock
Award(s)" has been omitted from the Summary Compensation Table.
(3) Includes employer-matching contributions under the 1993 Fossil, Inc.
Savings and Retirement Plan (the "Retirement Plan") to the Named Executive
Officers.
(4) Include employer-matching contribution under the Retirement Plan to the
Named Executive Officers in the following amounts: Mr. Tom Kartsotis -
$5,701; and Mr. Barnes - $9,292. Also includes dollar value of premiums
paid by the Company on term life insurance policies on the Named Executive
Officers as follows: Mr. Tom Kartsotis - $1,078; and Mr. Barnes - $1,704.
(5) Includes options exercisable for 30,000 shares that were granted during
1996 and options exercisable for 128,572 shares that were repriced during
1996.
(6) Includes $2,052 representing the dollar value of premiums paid by the
Company on a term life insurance policy on Mr. Gundy and $2,789
representing employer-matching contributions under the Retirement Plan.
(7) Represents the dollar value of premiums paid by the Company on term life
insurance policies on Mr. Kosta Kartsotis.
11
<PAGE>
(8) Includes $198 representing the dollar value of premiums paid by the Company
on a term life insurance policy on Mr. Barnes and $2,898 representing
employer-matching contributions under the Retirement Plan.
(9) Includes employer-matching contributions under the Retirement Plan to the
Named Executive Officers in the following amounts: Mr. Richard Gundy -
$2,898; and Mr. Quick - $2,898.
The following table discloses, for each of the Named Executive Officers,
options granted during the fiscal year ended January 2, 1999 and the
potential realizable values for such options:
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
------------------------------------------------------------------------------------------------
% OF TOTAL
OPTIONS/SHARES MARKET
OPTIONS/ GRANTED TO EXERCISE PRICE AT
SARS EMPLOYEES IN OR BASE DATE OF EXPIRATION
NAME GRANTED (#) FISCAL YEAR (1) PRICE GRANT DATE 5% (2) 10% (2)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Tom Kartsotis -0- -- -- -- -- -- --
Kosta N. Kartsotis -0- -- -- -- -- -- --
Michael W. Barnes 26,250(3) 6.09% $14.625(4) $14.625 1/12/08 $241,437 $611,848
Richard H. Gundy 26,251(3) 6.09% $14.625(4) $14.625 1/12/08 $241,446 $611,871
Mark D. Quick 22,500(3) 5.22% $14.625(4) $14.625 1/12/08 $206,946 $524,441
</TABLE>
- ---------------
(1) Represents the percentage of options/shares granted to all employees
pursuant to the Incentive Plan during the 1998 fiscal year.
(2) These dollar amounts represent the value of the option assuming certain
rates of appreciation from the market price of the Common Stock at the date
of grant. Actual gains, if any, on stock option exercises are dependent on
the future performance of the Common Stock and overall market conditions.
There can be no assurance that the amounts reflected in this column will be
achieved.
(3) These options were granted pursuant to the Incentive Plan and become
exercisable with respect to 50% of such options on the first anniversary
date of the grant, with respect to 25% of such options on the second
anniversary date of the grant and with respect to 25% of such options on
the third anniversary date of the grant, cumulatively.
(4) Pursuant to the Incentive Plan under which this option was granted, the
exercise price was the closing price of share of Common Stock on the
Nasdaq National Market on the date of grant.
12
<PAGE>
The following table describes for each of the Named Executive Officers
options exercised and the potential realizable values for their options at
January 2, 1999:
AGGREGATED OPTION/SAR EXERCISES
AND OPTION/SAR VALUES AT JANUARY 2, 1999
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
JANUARY 2, 1999 (#) JANUARY 2, 1999 (1)
SHARES -------------------------- ----------------------------
ACQUIRED ON VALUE
NAME EXERCISE (#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ ----------- ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Tom Kartsotis -- -- -- -- -- --
Kosta N. Kartsotis -- -- -- -- -- --
Michael W. Barnes 66,128 $1,231,640 27,210(2) 60,938(3) $662,109 $1,141,415
Richard H. Gundy 196,074 $2,332,482 -0- 48,751(4) -0- $859,546
Mark D. Quick -0- N/A 131,250(5) 41,250(6) $2,885,938 $700,626
</TABLE>
- -----------
(1) Based on $28.75 per share of Common Stock, which was the closing price
per share of Common Stock on December 31, 1998 on the Nasdaq National
Market, minus the exercise price of "in-the-money" Options/SARs.
(2) The exercise prices of such Options are $4.41 per share.
(3) The exercise prices of such Options are (i) $4.41 per share with respect
to 27,375 options, (ii) $8.33 with respect to 7,313 options, and
(iii) $14.62 per share with respect to 26,250.
(4) The exercise prices of such Options are (i) $4.41 per share with respect to
7,500 options, (ii) $8.33 with respect to 15,000 options, and (iii) $14.62
per share with respect to 26,251 options.
(5) The exercise price of such Options is (i) $6.50 per share with respect to
112,500 options, and (ii) $8.33 with respect to 18,750 options.
(6) The exercise prices of such Options are (i) $8.33 per share with respect to
18,750 options, and (ii) $14.62 with respect to 22,500 options.
COMPENSATION ARRANGEMENTS
The Company entered into a letter agreement with Mr. Mark D. Quick
("Executive") dated October 5, 1995, regarding the compensation to be paid to
the Executive in the event his employment is terminated by the Company prior
to the third anniversary of the Executive's employment with the Company (the
"Expiration Date"). In such event, the Executive is entitled to receive
salary continuation at his then current salary from the date of such
termination until the Expiration Date. No such payments shall be payable,
however, in the event that such Executive's employment is terminated by
reason of his death or voluntary termination prior to the Expiration Date.
The Executive's employment may be terminated by either party effective upon
written notice to the other party. The Company negotiated the terms of the
Executive's employment with the Company at arm's length.
13
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
In March 1993, the Board of Directors established a Compensation
Committee to review and make recommendations to the Board of Directors
regarding the compensation of senior management and to administer the
Incentive Plan. The Committee is charged with reviewing with the Board of
Directors all aspects of compensation for the executive officers of the
Company.
COMPENSATION PHILOSOPHY.
The philosophy of the Company's compensation program is to employ,
retain and reward executives capable of leading the Company in achieving its
strategic business objectives. These objectives include achieving further
growth in its watch and fashion accessories businesses and capitalizing on
growing consumer awareness of the FOSSIL brand name by expanding the scope of
its product offerings to additional categories of fashion accessories.
Additional objectives include preserving a strong financial posture,
increasing the assets of the Company and positioning the Company's assets and
business operations in selected international markets and product segments
that offer long term growth opportunities and enhance stockholder value. The
accomplishment of these objectives is measured against conditions prevalent
in the industry within which the Company operates, which, in recent years has
been highly competitive.
COMPENSATION VEHICLES.
The available forms of executive compensation currently include base
salary, cash bonus awards and stock options. Performance of the Company is a
key consideration. The Company's compensation policy recognizes, however,
that stock price performance is only one measure of performance and, given
industry business conditions and the long term strategic direction and goals
of the Company, it may not necessarily be the best current measure of
executive performance. Therefore, the Company's compensation policy also
gives consideration to the Company's achievement of specified business
objectives when determining executive officer compensation. An additional
objective of the Compensation Committee in determining compensation has been
to reward executive officers with equity compensation in addition to salary
in keeping with the Company's overall compensation philosophy, which attempts
to place equity in the hands of its employees in an effort to further instill
stockholder considerations and values in the actions of all the employees and
executive officers.
Compensation paid to executive officers is based upon a Company-wide
salary structure consistent for each position relative to its authority and
responsibility compared to industry peers. Individual awards under the 1993
Fossil, Inc. Long-Term Incentive Plan (the "Incentive Plan") were determined
on the basis of a subjective evaluation of the executive officer's ability to
influence the Company's long term growth and profitability, including such
factors as degree of management responsibility, performance of departments
under his management or supervision, excellence of work product, commitment
to accomplishing the Company's goals as reflected by time committed,
constructiveness of working relationships with other executive officers and
staff, and assumption of responsibility and initiative.
As of January 2, 1999, a total of 1,542,524 options under the Incentive
Plan were issued and outstanding to executive officers and other key
employees. These awards were intended to assure the stability of the
Company's management team as well as to provide incentives for individual
performance that coincide with the enhancement of stockholder value. The
Committee believes that it is important during this period of Company growth
to use stock options for its executive officers as a cornerstone of incentive
compensation to tie their success directly to the growth of stockholder value.
14
<PAGE>
CHIEF EXECUTIVE OFFICER COMPENSATION.
The Compensation Committee considered a number of factors in reviewing
add approving the Chief Executive Officer's (the "CEO") compensation for
1998. In addition to stock price performance, the factors considered by the
Committee included an evaluation of CEO compensation levels for other
comparable companies in the industry, the achievement of specified business
objectives during the prior fiscal year, including increasing the market
awareness of the FOSSIL brand, the expansion of the business into additional
accessory lines, improving revenues, income and operating cash flow, and
developing the ability of the Company to expand internationally. Based on
these considerations, a fiscal 1998 salary level of $262,500 was judged by
the Compensation Committee to be fair and appropriate for the most senior
executive officer of the Company, taking into account the level of salary
compensation paid to other executive officers of the Company and in
comparison to the CEO's industry peers. The CEO did not receive any grants of
stock options in 1998.
CORPORATE TAX DEDUCTION ON COMPENSATION.
Federal income tax legislation has limited the deductibility of certain
compensation paid to the CEO and the four other most highly compensated
executive officers of the Company to $1,000,000 annually to such officers. To
the extent readily determinable, and as one of the factors in its
consideration of compensation matters, the Compensation Committee takes into
account any anticipated tax treatment to the Company and to the executive
officers of the available compensation vehicles. Some types of compensation
and the deductibility of those expenses for federal income tax purposes
depend upon the timing of an executive's vesting or exercise of previously
granted rights. In addition, interpretation of, and changes in, the tax laws
also affect the deductibility of certain compensation expenses. To the extent
reasonably practicable, and to the extent it is within the Compensation
Committee's control, the Compensation Committee intends to limit executive
compensation under ordinary circumstances to that which is deductible under
Section 162(m) of the Internal Revenue Code of 1986. In doing so, the
Compensation Committee may utilize alternatives (such as deferring
compensation or establishing performance based compensation plans for covered
employees) for qualifying executive compensation for deductibility and may
rely on grand fathering provisions with respect to existing contractual
commitments.
COMPENSATION COMMITTEE
Kenneth W. Anderson
Alan J. Gold
Donald J. Stone
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee is or has been an officer or
employee of the Company or any of its subsidiaries or had any relationship
requiring disclosure pursuant to Item 404 of Regulation S-K. No executive
officer of the Company served as a member of the compensation committee (or
other board committee performing similar functions or, in the absence of any
such committee, the entire board of directors) of another corporation, one of
whose executive officers served on the Compensation Committee. No executive
officer of the Company served as a director of another corporation, one of
whose executive officers served on the Compensation Committee. No executive
officer of the Company served as a member of the compensation committee (or
other board committee performing equivalent functions or, in the absence of
any such committee, the entire board of directors) of another corporation, one
of whose executive officers served as a director of the registrant.
15
<PAGE>
COMMON STOCK PERFORMANCE GRAPH
The following performance graph compares the cumulative return of the
Company's Common Stock since December 31, 1993 (the "Offering") with that of the
Broad Market (CRSP Total Return Index of the Nasdaq Stock Market (US)) and the
Nasdaq Retail Trade Stocks. Each Index assumes $100 invested at December 31,
1993 and is calculated assuming quarterly reinvestment of dividends and
quarterly weighting by market capitalization.
[GRAPH]
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
12/31/93 12/30/94 12/29/95 12/31/96 12/31/97 12/31/98
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fossil, Inc. 100.00 69.08 44.08 71.05 131.58 226.97
Nasdaq Stock Market 100.00 97.75 138.26 170.01 208.58 293.21
Nasdaq Retail Trades 100.00 91.18 100.43 119.73 140.67 170.23
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), which became effective May 1, 1991, requires the Company's
officers and directors, and persons who own more than 10% of a registered
class of the Company's equity securities (the "10% Stockholders"), to file
reports of ownership and changes of ownership with the SEC and the Nasdaq
National Market. Officers, directors and 10% Stockholders of the Company are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms so filed. Based solely on review of copies of such forms
received, the Company believes that, during the last fiscal year, all filing
requirements under Section 16(a) applicable to its officers, directors and
10% Stockholders were timely met.
16
<PAGE>
OTHER BUSINESS
The Board knows of no other business to be brought before the Annual
Meeting. If, however, any other business should properly come before the
Annual Meeting, the person named in the accompanying proxy will vote the
proxy as in his discretion he may deem appropriate, unless directed by the
proxy to do otherwise.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accountants for the fiscal year ended
January 2, 1999 were the firm of Deloitte & Touche LLP. It is expected that
one or more representatives of such firm will attend the Annual Meeting and
be available to respond to appropriate questions. The Board of Directors of
the Company, on the recommendation of the Audit Committee, has selected the
firm of Deloitte & Touche LLP as the Company's independent accountants for
the fiscal year ending January 1, 2000.
DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Stockholder proposals to be included in the proxy statement for the next
Annual Meeting must be received by the Company at its principal executive
offices on or before December 15, 1999 for inclusion in the Company's Proxy
Statement relating to that meeting.
BY ORDER OF THE BOARD OF DIRECTORS
T. R. Tunnell
SENIOR VICE PRESIDENT, DEVELOPMENT
AND CHIEF LEGAL OFFICER AND SECRETARY
April 15, 1999
Richardson, Texas
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING AND WISH THEIR STOCK TO BE VOTED ARE URGED TO
DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED SELF-ADDRESSED
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
17
<PAGE>
FOSSIL, INC.
2280 N. GREENVILLE AVENUE
RICHARDSON, TEXAS 75082
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints T.R. Tunnell and Randy S. Kercho, and
each of them, as proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and vote, as designated hereon, all of
the shares of the common stock of Fossil, Inc. (the "Company"), held of
record by the undersigned on April 2, 1999, at the Annual Meeting of
Stockholders of the Company to be held on May 26, 1999, and any
adjournment(s) thereof.
THIS PROXY, WHEN PROPERLY EXECUTED AND DATED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES UNDER
PROPOSAL 1 AND THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY
MATTERS REFERRED TO IN PROPOSAL 2.
(To Be Dated And Signed On Reverse Side)
-FOLD AND DETACH HERE-
<PAGE>
PLEASE MARK
YOUR VOTES AS
INDICATED IN
THIS EXAMPLE /X/
1. PROPOSAL TO ELECT TWO (2) DIRECTORS OF THE COMPANY TO SERVE FOR A TERM OF
THREE YEARS OR UNTIL THEIR RESPECTIVE SUCCESSORS ARE ELECTED AND QUALIFIED.
FOR all nominees listed (except as marked to the contrary)
WITHHOLD AUTHORITY to vote for all nominees listed
Kenneth W. Anderson, Michael W. Barnes
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- ----------------------------------------------------
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
FOR AGAINST ABSTAIN
--- --- ---
Dated ----------------------------------, 1999
----------------------------------------------
Signature
----------------------------------------------
Signature, If Held Jointly
Please execute this proxy as your name
appears hereon. When shares are held by
joint tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian, please
give full title as such. If a
corporation, please sign in full corporate
name by the president or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
-FOLD AND DETACH HERE-
