DECKERS OUTDOOR CORPORATION (NYSE:DECK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Performance Stock Options
On November 21, 2016, the Compensation Committee (the
Compensation Committee) of Deckers Outdoor Corporation (the
Company) adopted and approved the issuance of non-qualified stock
options under the Companys 2015 Stock Incentive Plan (the 2015
Plan) that are subject to vesting based on the achievement of a
pre-determined Company performance target (the Performance Stock
Options). The Performance Stock Options will be available for
issuance to members of the Companys senior management team and
other employees, including the Companys named executive officers.
The specific terms of the Performance Stock Options granted to
each recipient will be set forth in separate Performance Stock
Option Agreements (each, an Option Agreement), the form of which
has been approved by the Compensation Committee.
Compensation Committee) of Deckers Outdoor Corporation (the
Company) adopted and approved the issuance of non-qualified stock
options under the Companys 2015 Stock Incentive Plan (the 2015
Plan) that are subject to vesting based on the achievement of a
pre-determined Company performance target (the Performance Stock
Options). The Performance Stock Options will be available for
issuance to members of the Companys senior management team and
other employees, including the Companys named executive officers.
The specific terms of the Performance Stock Options granted to
each recipient will be set forth in separate Performance Stock
Option Agreements (each, an Option Agreement), the form of which
has been approved by the Compensation Committee.
In establishing the terms of the Performance Stock Options, the
Compensation Committee worked closely with its independent
compensation consultant and other advisors to ensure that the
awards support the Companys compensation philosophy and
objectives. In approving the Performance Stock Options, the
Compensation Committee shifted a significant portion of the total
equity grants made to its senior management team for fiscal year
2017 from performance-based restricted stock units to
performance-based stock options. The Compensation Committee
believes that the Performance Stock Options closely align the
value that may be realized by award recipients under the
Performance Stock Options with stockholder value since they are
granted with an exercise price equal to fair market value on the
grant date, and only have value to the recipient to the extent
the value of the Companys stock goes up over time. This is in
contrast to restricted stock units or other full value awards
that may result in value to the recipient even where the stock
price does not increase.
Compensation Committee worked closely with its independent
compensation consultant and other advisors to ensure that the
awards support the Companys compensation philosophy and
objectives. In approving the Performance Stock Options, the
Compensation Committee shifted a significant portion of the total
equity grants made to its senior management team for fiscal year
2017 from performance-based restricted stock units to
performance-based stock options. The Compensation Committee
believes that the Performance Stock Options closely align the
value that may be realized by award recipients under the
Performance Stock Options with stockholder value since they are
granted with an exercise price equal to fair market value on the
grant date, and only have value to the recipient to the extent
the value of the Companys stock goes up over time. This is in
contrast to restricted stock units or other full value awards
that may result in value to the recipient even where the stock
price does not increase.
to the Performance Stock Options, each recipient will be granted
the option to purchase a specified number of shares of the
Companys common stock at a fixed exercise price per share, which
will be determined based on the closing price of the common stock
on the New York Stock Exchange on the grant date. The Performance
Stock Options will vest as to 50% of the underlying shares upon a
determination by the Compensation Committee that the Company has
achieved a pre-established Pre-Tax Income (as defined in the
Option Agreement) target for the fiscal year ending March 31,
2019 (the Performance Criteria). If the Compensation Committee
determines that the Performance Criteria has not been achieved at
the target level, no vesting will occur and all of the
Performance Stock Options will expire immediately without any
further action by the Company or the recipient. In addition, in
order for the Performance Stock Options to vest, the recipient
must provide Continuous Service (as defined in the Option
Agreement) to the Company through March 31, 2019, subject to
limited exceptions as described in the Option Agreement. The
Committee believes this structure will promote retention of
executives because the Performance Stock Options will vest based
on a performance target to be achieved in the future.
the option to purchase a specified number of shares of the
Companys common stock at a fixed exercise price per share, which
will be determined based on the closing price of the common stock
on the New York Stock Exchange on the grant date. The Performance
Stock Options will vest as to 50% of the underlying shares upon a
determination by the Compensation Committee that the Company has
achieved a pre-established Pre-Tax Income (as defined in the
Option Agreement) target for the fiscal year ending March 31,
2019 (the Performance Criteria). If the Compensation Committee
determines that the Performance Criteria has not been achieved at
the target level, no vesting will occur and all of the
Performance Stock Options will expire immediately without any
further action by the Company or the recipient. In addition, in
order for the Performance Stock Options to vest, the recipient
must provide Continuous Service (as defined in the Option
Agreement) to the Company through March 31, 2019, subject to
limited exceptions as described in the Option Agreement. The
Committee believes this structure will promote retention of
executives because the Performance Stock Options will vest based
on a performance target to be achieved in the future.
to the “double trigger” vesting provisions set forth in the
Option Agreement, the vesting of each Performance Stock Option
will be accelerated in full in the event of a Corporate
Transaction (as defined in the 2015 Plan) if the acquiring or
successor entity in the Corporate Transaction provides for the
continuance or assumption of the Option Agreement, or the
substitution for the Option Agreement of a new agreement of
comparable value covering shares of a successor corporation (“New
Incentives”), and the recipient is terminated by the acquiring
company without Cause or to a Constructive Termination (as such
terms are defined in the Option Agreement) within 12 months of
such Corporate Transaction. In addition, the vesting of each
Performance Option will be accelerated in full if: (i) a
Corporate Transaction occurs that has not been approved by a
majority of the Continuing Directors (as defined in the Option
Agreement); (ii) the acquiring or successor entity in the
Corporate Transaction does not agree to provide for the
continuance or assumption of the Option Agreement, or the
substitution for the Option Agreement of a new agreement of
comparable value covering New Incentives, or (iii) the recipient
shall have provided Continuous Service through March 31, 2019.
Option Agreement, the vesting of each Performance Stock Option
will be accelerated in full in the event of a Corporate
Transaction (as defined in the 2015 Plan) if the acquiring or
successor entity in the Corporate Transaction provides for the
continuance or assumption of the Option Agreement, or the
substitution for the Option Agreement of a new agreement of
comparable value covering shares of a successor corporation (“New
Incentives”), and the recipient is terminated by the acquiring
company without Cause or to a Constructive Termination (as such
terms are defined in the Option Agreement) within 12 months of
such Corporate Transaction. In addition, the vesting of each
Performance Option will be accelerated in full if: (i) a
Corporate Transaction occurs that has not been approved by a
majority of the Continuing Directors (as defined in the Option
Agreement); (ii) the acquiring or successor entity in the
Corporate Transaction does not agree to provide for the
continuance or assumption of the Option Agreement, or the
substitution for the Option Agreement of a new agreement of
comparable value covering New Incentives, or (iii) the recipient
shall have provided Continuous Service through March 31, 2019.
Following its approval of the Performance Stock Options and the
form of the Option Agreement, the Compensation Committee granted
Performance Stock Options to each of the following named
executive officers, reflecting the grant date, total number of
shares, exercise price per share, and vesting conditions each as
set forth opposite their respective names in the table below:
form of the Option Agreement, the Compensation Committee granted
Performance Stock Options to each of the following named
executive officers, reflecting the grant date, total number of
shares, exercise price per share, and vesting conditions each as
set forth opposite their respective names in the table below:
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Named Executive Officer
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Grant Date
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Total Number of Shares
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Exercise Price Per Share
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Performance Vesting
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Dave Powers
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11/21/2016
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68,089
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61.86
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Pre-Tax Income for FY 2019
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Tom George
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11/21/2016
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19,292
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61.86
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Pre-Tax Income for FY 2019
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David Lafitte
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11/21/2016
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20,427
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61.86
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Pre-Tax Income for FY 2019
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Stefano Caroti
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11/21/2016
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18,725
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61.86
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Pre-Tax Income for FY 2019
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The form of Option Agreement is filed as Exhibit 10.1 to this
Current Report on Form 8-K. The description of the terms of the
Option Agreement contained herein does not purport to be complete
and is qualified in its entirety by reference to Exhibit 10.1.
Current Report on Form 8-K. The description of the terms of the
Option Agreement contained herein does not purport to be complete
and is qualified in its entirety by reference to Exhibit 10.1.
Item 9.01 Exhibits.
(d) Exhibits. The following exhibits are attached to this Current
Report on Form 8-K:
Report on Form 8-K:
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Exhibit No.
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Description
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10.1
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Form of Performance Stock Option Agreement under 2015
Stock Incentive Plan |
About DECKERS OUTDOOR CORPORATION (NYSE:DECK)
Deckers Outdoor Corporation is engaged in designing, marketing and distributing footwear, apparel and accessories for both everyday casual lifestyle use and high performance activities. The Company’s segments include operations of its brands, such as UGG, Teva, Sanuk and other brands; wholesale divisions, and Direct-to-Consumer (DTC) business, which includes E-Commerce business and retail store business. The Company sells accessories, such as handbags and loungewear, through domestic and international retailers, international distributors and directly to end user consumers both domestically and internationally, through its Websites, call centers and retail stores. The Company markets its products primarily under three brands: UGG, Teva and Sanuk. The Company’s other brands include Hoka One One (Hoka), Ahnu and Koolaburra by UGG (Koolaburra). It has a total of over 150 retail stores across the world. DECKERS OUTDOOR CORPORATION (NYSE:DECK) Recent Trading Information
DECKERS OUTDOOR CORPORATION (NYSE:DECK) closed its last trading session down -1.42 at 62.45 with 542,207 shares trading hands.