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901 S. Central Expressway
Richardson, Texas 75080
TO BE HELD MAY 23, 2012
To the Stockholders of Fossil, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual Meeting") of
Fossil, Inc., a Delaware corporation (the "Company"), will be held at the offices of the Company, 901 S. Central
Expressway, Richardson, Texas 75080, on the 23
day of May 2012, at 9:00 a.m. (local time) for the following
1. To elect eleven (11) directors to the Company's Board of Directors to serve for a term of one year or
until their respective successors are elected and qualified.
2. To hold an advisory vote on executive compensation as disclosed in these materials.
3. To ratify the appointment of Deloitte and Touche LLP as the Company's independent registered
public accounting firm for the fiscal year ending December 29, 2012.
4. To vote on a stockholder proposal as described in these materials, if properly presented at the Annual
5. To transact any and all other business that may properly come before the meeting or any
adjournment(s) or postponement(s) thereof.
The Board of Directors has fixed the close of business on March 30, 2012 as the record date (the "Record
Date") for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any
adjournment(s) or postponement(s) thereof. Only stockholders of record at the close of business on the Record
Date are entitled to notice of and to vote at the Annual Meeting. The stock transfer books will not be closed. A
list of stockholders entitled to vote at the Annual Meeting will be available for examination at the offices of the
Company for 10 days prior to the meeting.
You are cordially invited to attend the meeting. Whether or not you expect to attend the meeting in person,
however, you are urged to vote your shares as soon as possible so that your shares of stock may be represented
and voted in accordance with your wishes and in order that the presence of a quorum may be assured at the
meeting. Your proxy will be returned to you if you are present at the meeting and request its return in the manner
provided for revocation of proxies in the enclosed proxy statement.
Randy S. Hyne
Vice President,
General Counsel and Secretary
April 23, 2012
Richardson, Texas
Important notice regarding the availability of proxy materials for the annual meeting to be held on
May 23, 2012: Our official Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report
to Stockholders covering the Company's fiscal year ended December 31, 2011 are also available at