Item 5.02   Departure of Directors or Certain Officers; Election of Directors;
            Appointment of Certain Officers; Compensatory Arrangements of
            Certain Officers.



On July 15, 2020, Marc Rey was appointed to the Board of Directors (the "Board")
of Fossil Group, Inc. (the "Company"), effective July 15, 2020. Mr. Rey was not
appointed to any committees of the Board.
Mr. Rey is not a party to any arrangement or understanding with any person
pursuant to which he was appointed as a director, nor is he a party to any
transactions required to be disclosed under Item 404(a) of Regulation
S-K involving the Company or any of its subsidiaries.
For his service on the Board, Mr. Rey will receive the Company's standard
non-employee director compensation, which includes an annual cash retainer of
$60,000. The annual retainer to be paid to Mr. Rey will be paid on a quarterly
basis in arrears and will be pro-rated for the third quarter based on the number
of days between the date of his appointment and September 30, 2020, the end of
the third calendar quarter.
In addition, pursuant to the Company's 2016 Long-Term Incentive Plan, Mr. Rey
would receive a grant of restricted stock units as of the effective date of his
appointment equal to the number of shares of common stock having an aggregate
fair market value of $130,000, pro-rated to reflect the number of days between
the date of his appointment and the one year anniversary of the Company's 2020
Annual Stockholders Meeting. However, each outside director, including Mr. Rey,
waived 25% of the 2020 automatic award and agreed that the number of restricted
stock units that will be granted will be determined by using a $15 per share
value instead of the fair market value on the date of grant; therefore, Mr. Rey
will receive a grant of 5,520 restricted stock units as of the effective date of
his appointment. Mr. Rey would also receive an additional grant of restricted
stock units equal to the number of shares of common stock having an aggregate
fair market value of $130,000 on the date of the Company's 2021 Annual
Stockholders Meeting, if he is then serving as a non-employee director. The
restricted stock units to be granted to Mr. Rey vest and convert into shares of
common stock (i) upon the first anniversary of the date of grant for the
restricted stock units granted upon his appointment to the Board; and (ii) upon
the earlier of the first anniversary of the date of grant or the first Annual
Stockholders Meeting following the date of grant for the restricted stock units
to be granted on the date of the 2021 Annual Stockholders Meeting; provided that
Mr. Rey is providing services to the Company or its subsidiaries on each such
vesting date.

On July 15, 2020, the Company issued a press release announcing the appointment of Mr. Rey, which is incorporated herein by reference. A copy of the press release is attached hereto as Exhibit 99.1.




Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No. Document Description
99.1          Press Release, dated July 15, 2020, announcing the appointment of a
            director.
            Cover Page Interactive Data File (embedded within the Inline XBRL
104         document).

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