Fossil Group, Inc. (NASDAQ: NASDAQ:FOSL), a global design, marketing, and distribution company specializing in consumer fashion accessories, has announced a significant boardroom update following a recent agreement with an investment group. On Sunday, the company disclosed it entered into a Cooperation Agreement with Buxton Helmsley Active Value Fund, L.P. and Buxton Helmsley Capital Partners LLC, collectively known as Buxton.
Under this agreement, Fossil Group has agreed to appoint Pamela B. Corrie as a new member of its board of directors and the Nominating and Corporate Governance Committee. The appointment is to be made as soon as practicable. Ms. Corrie, referred to as the Investor Director, will also be nominated by the board for election for a full term at Fossil Group's 2024 Annual Meeting of Stockholders.
The Cooperation Agreement stipulates that until the earlier of the date of the 2025 Annual Meeting of Stockholders or a change in the control of the company, the board will not exceed ten directors. This includes a maximum of nine independent directors. Additionally, Buxton has agreed to certain standstill restrictions and voting commitments as part of the agreement.
Buxton's right to participate in the selection of a replacement Investor Director, should Ms. Corrie resign or be removed, is contingent on the investment group maintaining a "net long position" in Fossil Group's outstanding common stock, as per the terms at the time of the agreement's signing.
Furthermore, in conjunction with the agreement, Buxton has withdrawn both its nomination notice submitted to Fossil Group on February 16, 2024, and its demand to inspect certain company books and records under Section 220 of the Delaware General Corporation Law. The Cooperation Agreement is set to remain in effect until the specified Termination Date.
This development follows a period of active engagement between Fossil Group and Buxton, marking a collaborative approach to governance and oversight within the company. The agreement reflects a strategic alignment between the company and one of its significant investment partners, aiming to enhance value for all stakeholders.
The information provided in this article is based on a press release statement.
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