determining whether to recommend a director for re-election, the Nominating and Corporate Governance
Committee also considers the director's past attendance at meetings and participation in and contributions to the
activities of the Board.
obtaining diversity on the Board. The Board defines diversity as differences of viewpoint, professional
experience, education and skills such as a candidate's range of experience serving on other public company
boards, the balance of the business interest and experience of the candidate as compared to the incumbent or
other nominated directors, and the need for any particular expertise on the Board or one of its committees.
Senior Financial Officers, which includes the Company's principal executive officer, principal financial officer,
and principal accounting officer. Violations of these codes may be reported to the Audit Committee. Copies of
the codes can be obtained free of charge from the Company's web site, www.fossil.com, by contacting the
Company at the address appearing on the first page of this proxy statement to the attention of Investor Relations,
or by telephone at (972) 234-2525. The Company intends to post any amendments to, or waivers from, its Code
of Conduct and Ethics that apply to its principal executive officer, principal financial officer, and principal
accounting officer on its web site at www.fossil.com.
Randy S. Hyne, Vice President, General Counsel and Secretary, at the address appearing on the first page of this
proxy statement. Communication(s) directed to members of the Board who are employees will be relayed to the
intended Board member(s) except to the extent that it is deemed unnecessary or inappropriate to do so pursuant
to the procedures established by a majority of the independent directors. Communications directed to
non-management directors will be relayed to the intended Board member(s) except to the extent that doing so
would be contrary to the instructions of the non-management directors. Any communication so withheld will
nevertheless be made available to any non-management director who wishes to review it.
the caption "Election of Directors--Directors and Nominees," and with respect to each remaining executive
officer is set forth in the following table and text: