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.