BUXTON HELMSLEY NOMINATES FOUR HIGHLY QUALIFIED DIRECTORS TO FOSSIL GROUP BOARD TO HELP END YEARS OF SHAREHOLDER SUFFERING

Rhea-AI Summary

Buxton Helmsley Group intends to nominate four highly qualified director candidates to Fossil Group's Board of Directors due to failed shareholder oversight, stock price decline, and lack of market confidence restoration. Fossil CFO Sunil Doshi's refusal to answer basic accounting questions raises concerns. Without significant board and management changes, Fossil shareholders are at risk of irreparable harm.

Positive

• Buxton Helmsley Group aims to address Fossil Group's declining shareholder value and lack of proactive strategies through the nomination of four new directors.
• Fossil's stock price has plummeted by approximately 97% since CEO Kosta Kartsotis became Board Chair in May 2010.
• None of the incumbent directors or executive officers have purchased Fossil's stock in the open market in the last three years.
• Fossil's CFO, Sunil Doshi, either inappropriately answered or refused to answer basic accounting questions regarding financial statements.
• Buxton Helmsley Group believes that without significant changes in the board and management, Fossil faces potential financial ruin and harm to investors.
• The nominated director candidates bring expertise in corporate turnarounds, capital markets, legal, finance, and restructuring to restore Fossil's credibility and enhance shareholder value.

Negative

• Fossil's current board and management have failed to restore market confidence, resulting in a significant decline in stock price and shareholder value.
• The CFO's refusal to answer basic accounting questions raises doubts about the accuracy of Fossil's financial statements.
• The lack of stock purchases by directors and executive officers indicates a lack of confidence in Fossil's future prospects.
• The board's actions, including the CFO's 'golden parachute,' suggest potential mismanagement and disregard for shareholder interests.
• Continued inaction by the current board and management could lead to irreversible harm for Fossil's shareholders.

Insights

Financial Analyst

The significant drop in Fossil's stock price, as highlighted in the context provided, suggests a prolonged period of underperformance which raises concerns about the company's strategic direction and operational effectiveness. The lack of insider buying could be interpreted as a lack of confidence in the company's future prospects from those closest to its operations. This behavior diverges from typical patterns observed in the market where insider purchases are often seen as a positive signal to investors.

Further, the introduction of new board members with experience in corporate turnarounds and capital markets indicates an aggressive approach to corporate governance and a potential shift in strategic priorities. The market typically reacts favorably to such changes especially when the incumbents are perceived to have been ineffective. The expertise of the nominees in areas such as restructuring, capital markets and legal affairs suggests a comprehensive strategy to address the company's challenges. However, investors should closely monitor the execution of new strategies and the integration of new board members.

Legal Expert

The allegations regarding the CFO's handling of financial statements and the subsequent 'golden parachute' arrangement raise potential concerns about the company's financial reporting and governance practices. Such situations can lead to scrutiny from regulatory bodies like the SEC, especially if there are implications of financial misstatements or inadequate disclosures. The mention of a nominee with a background in the Department of Justice could be a strategic move to bolster the company's capabilities in dealing with potential legal and regulatory challenges.

Moreover, the involvement of a former DOJ official suggests a proactive approach to compliance and governance, which could help in restoring investor confidence. The legal expertise on the board could also provide valuable insights into navigating any legal complexities that may arise from the current situation or future restructuring efforts.

Market Research Analyst

The market's perception of Fossil's brand value and its ability to delight customers, as previously stated, contrasts sharply with the reported decline in shareholder value. This dichotomy underscores the importance of aligning brand perception with financial performance. The proposed board nominees bring a diverse set of skills that could be instrumental in repositioning the company in the market.

Particularly, the experience in corporate turnarounds and capital markets could lead to strategic shifts that might involve divestitures, acquisitions, or new market entry strategies. The market will likely be interested in the nominees' ability to leverage their experience to drive tangible improvements in Fossil's market position and financial health. The impact of these changes on Fossil's product portfolio, brand image and customer loyalty will be critical in determining the long-term success of the company's turnaround efforts.

Sees Board and Management as Having Failed Shareholders While Overseeing Precipitous Decline in Stock Price and Failing to Take Most Basic Steps to Restore Market Confidence;

FOSL Shares Have Lost 97% of Value Since CEO Kosta Kartsotis was Named Chairman of the Board Yet No Directors or Executive Officers Have Purchased Any Shares of Stock on Open Market in Last Three Years

Fossil CFO Sunil Doshi Inappropriately Answered or Altogether Refused to Answer Basic Accounting-Related Due Diligence Questions Over Financial Statements Bearing His Signature

Believes Without Meaningful Board and Management Change, Fossil Shareholders Face Imminent Irreparable Harm

NEW YORK, Feb. 20, 2024 /PRNewswire/ -- The Buxton Helmsley Group, Inc. (together with certain of its affiliates, "BHG" or "we"), which has an approximate 1.4% interest in Fossil Group, Inc. ("Fossil" or the "Company") (NASDAQ: FOSL), today announced its intention to nominate four highly qualified director candidates to the Fossil Board of Directors (the "Board") 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."

BHG's Director Nominees include:

• Pamela B. Corrie – Ms. Corrie has over 25 years of experience in complex corporate turnarounds and restructuring strategies. After practicing law at Weil, Gotshal & Manges for a decade, Ms. Corrie served in extensive executive leadership roles, including as the General Counsel for Risk and Restructuring at General Electric Capital Corporation, Americas and Chief Restructuring Officer of ABC Carpet and Home, Inc. She also served as Chief Executive Officer, Corporate of Epiq Systems, Inc., a provider of legal and business services. She previously held or currently holds board positions at Burford Capital, Spark Networks SE, AIG Financial Products, IFit Health and Fitness Inc., AM Castle, Carl Marks Advisors, Boxed, Inc.*, Lord & Taylor, Pier 1 Imports, Inc.*, and Bed, Bath & Beyond* (director of 15 subsidiaries), among others. (*Ms. Corrie's appointment to these companies as a director has been in her capacity as a restructuring professional).
• Charles Garcia – Mr. Garcia is an accomplished leader in executive development for Fortune 500 companies, financial institutions, and financial technology firms, starting his own company, Climb Leadership International, in 2013. He has built a career focused on the capital markets and financial services industries, having previously served as a managing director at Citadel, and before that, as a director of business development at BlackRock. He began his career at Bloomberg where he later spearheaded Bloomberg LP's strategic launch across Latin America. Mr. Garcia has also served as an adjunct professor at Columbia University and as a professor and assistant dean at Long Island University's School of Business.
• Deirdre A. O'Connor – Ms. O'Connor is a successful business leader with extensive governance, legal, finance and restructuring experience. She is a managing director at Epiq Systems, Inc., where she rebuilt Epiq's restructuring business to drive revenue growth by approximately 1,400% over the course of three years. Prior to Epiq, she spent over ten years at the U.S. Department of Justice, overseeing some of the largest in-court restructurings in history, including that of Delta Airlines. Ms. O'Connor also previously served as managing director at Wells Fargo Capital Finance, where she positioned the business to a place of prominence in the restructuring lending space. She has served in directorship positions at ABC Carpet & Home, Inc., LUSH USA (court-appointed), on the Celsius Network Litigation Oversight Committee and at the Connecticut Democracy Center.
• Rumbi B. Petrozzello – Ms. Petrozzello has significant experience in accounting and forensic investigation matters and holds the professional designations of Certified Public Accountant (CPA), is Certified in Financial Forensics (CFF), and is also a Certified Fraud Examiner (CFE). She is a principal of Rock Consulting, where she provides consulting services related to ensuring internal controls adequacy at organizations, in addition to providing litigation support related to accounting and financial matters. She is also Head of Strategy, Consulting at Seramount, a professional services and research firm committed to advancing high-performing, inclusive workplaces. Previously, she was president at the New York Society of CPAs.

About Buxton Helmsley

The Buxton Helmsley Group, Inc. is a New York City-based investment advisory firm and fund manager, engaging both active and passive investment strategies across a range of asset classes, with a general focus on opportunities in North America and Europe. The investment approach is based on deep fundamental analysis and risk management, with a focus on ensuring disclosure obligations being upheld under applicable accounting standards and securities laws.

Important Information

The Buxton Helmsley Group, Inc. and certain of its affiliates ("BHG"), Alexander Parker, Pamela Corrie, Deirdre A. O'Connor, Rumbi B. Petrozzello and Charles Garcia (collectively, the "Participants") intend to file a definitive proxy statement and accompanying GOLD proxy card (the "Proxy Statement") with the SEC to be used to solicit proxies in connection with the 2024 annual meeting of shareholders (the "Annual Meeting") of the Fossil Group, Inc. (the "Company"). All shareholders of the Company are advised to read the Proxy Statement and other documents related to the solicitation of proxies, each in connection with the Annual Meeting, by the Participants when they become available, as they will contain important information, including additional information related to the Participants. The Proxy Statement and an accompanying GOLD proxy card will be furnished to some or all of the Company's stockholders and will be, along with other relevant documents, available at no charge on the SEC website at http://www.sec.gov.

Information about the Participants and a description of their direct or indirect interests by security holdings or otherwise is contained in Exhibit 1 to the Schedule 14A to be filed by the Participants with the SEC on February 20, 2024. This document is available free of charge from the sources described above.

Disclaimer

This material does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in any state to any person. In addition, the discussions and opinions in this press release and the material contained herein are for general information only, and are not intended to provide investment advice. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are "forward-looking statements," which are not guarantees of future performance or results, and the words "will," "anticipate," "believe," "expect," "potential," "could," "opportunity," "estimate," and similar expressions are generally intended to identify forward-looking statements. Any projected results and/or statements contained in this press release that are not historical facts are based on current expectations, speak only as of the date of this press release and involve risks that may cause the actual results to be materially different. Certain information included in this press release is based on data obtained from sources considered to be reliable. No representation is made with respect to the accuracy or completeness of such data, and any analyses provided to assist the recipient of this press release in evaluating the matters described herein may be based on subjective assessments and assumptions and may use one among alternative methodologies that produce different results. Accordingly, any analyses should also not be viewed as factual and also should not be relied upon as an accurate prediction of future results. Any figures are unaudited estimates and subject to revision without notice. BHG disclaims any obligation to update the information herein and reserve the right to change any of their opinions expressed herein at any time as they deem appropriate. Past performance is not indicative of future results.

Contacts
Media:

Jonathan Gasthalter/Nathaniel Garnick/Grace Cartwright
Gasthalter & Co.
(212) 257-4170
buxtonhelmsley@gasthalter.com

Investors:
Gabrielle Wolf/Jon Salzberger
Innisfree M&A Incorporated
(212) 750-5833

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SOURCE Buxton Helmsley Group, Inc.

FAQ

Why is Buxton Helmsley Group nominating new director candidates to Fossil Group's Board of Directors?

Buxton Helmsley Group intends to nominate new directors due to Fossil's declining shareholder value, lack of proactive strategies, and concerns about the current board and management's oversight.

How much has Fossil's stock price dropped since CEO Kosta Kartsotis became Board Chair?

Fossil's stock price has plummeted by approximately 97% since CEO Kosta Kartsotis became Board Chair in May 2010.

Why are the current directors and executive officers not purchasing Fossil's stock in the open market?

None of the incumbent directors or executive officers have purchased Fossil's stock in the open market in the last three years, indicating a lack of confidence in the company's future.

What concerns have been raised about Fossil's CFO, Sunil Doshi?

Fossil's CFO, Sunil Doshi, either inappropriately answered or refused to answer basic accounting questions regarding financial statements, raising doubts about the accuracy of Fossil's financial reporting.

What risks do Fossil shareholders face according to Buxton Helmsley Group?

Buxton Helmsley Group believes that without significant changes in the board and management, Fossil shareholders face potential financial ruin and harm to their investments.