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Fossil Group Inc.

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March 11, 20253 min read

Fossil Group, Inc. (NASDAQ: FOSL) — After the share price of watchmaker Fossil Group, Inc. had declined nearly 97% (to then trade at an over 80% discount to certified net asset value) under the leadership of its long-time Chairman and Chief Executive, Kosta Kartsotis, The Buxton Helmsley Group, Inc. (“BHG”) and its affiliates began accumulating a material ownership stake. Alexander E. Parker (on behalf of BHG) then, in September 2023, began private correspondence with Fossil’s Board of Directors, posing numerous questions to both ensure the integrity of Fossil’s financial reporting and understand why the company had not taken certain actions that Mr. Parker and BHG saw to clearly be in the best interest of Fossil stockholders (not to mention, the absence of such actions being likely reasons for Fossil’s precipitous share price decline). After not receiving expected responses via that private correspondence with the Fossil Board, BHG—in February 2024, and at the direction of Mr. Parker—initiated a proxy campaign to forcefully seek representation on Fossil’s Board. BHG, as part of that stockholder action, nominated multiple directors for election at Fossil’s 2024 annual stockholder meeting.

On March 13, 2024 (approximately three weeks after BHG launched its proxy contest), after Mr. Parker engaged in closed-door discussions with Fossil’s Board, long-time Fossil Chairman and Chief Executive Kosta Kartsotis stepped down from his extended leadership (ending his over 20 years at the helm of Fossil). The company also disclosed that it was pursuing asset sale-and-leaseback opportunities, as proposed by Mr. Parker.

On March 24, 2024, Fossil averted BHG’s imminent proxy contest by voluntarily granting BHG representation on the board (adding two new directors, that date). Within two months of Fossil agreeing to cooperate and collaborate with BHG, the market value of Fossil equity shares had risen by over 80%.

On July 1, 2024, after having earlier submitted responses to BHG’s inquiries (meant to confirm Fossil’s compliance with accounting standards and securities laws) which were not in line with Mr. Parker’s expectations, Fossil CFO Sunil Doshi was announced to be departing the company.

Relevant Disclosure: The above-described investor engagement campaign was conducted by The Buxton Helmsley Group, Inc., which was previously authorized to use the “Buxton Helmsley” trademark. The Buxton Helmsley Group, Inc. is in no way affiliated with Buxton Helmsley, Inc. or its affiliated entities. This information is only relevant to Buxton Helmsley, Inc. and its affiliated entities merely due to their employment of the same key principal, Alexander E. Parker.