DECKERS OUTDOOR CORPORATION (NYSE:DECK) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.
On December 14, 2017, Deckers Outdoor Corporation (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on five proposals. The Company had 32,036,625 shares of common stock outstanding on October 16, 2017, the record date for the Annual Meeting. At the Annual Meeting, 28,358,796 shares of common stock were present in person or represented by proxy.
The following sets forth the final results of the voting at the Annual Meeting, as certified by IVS Associates, Inc., the independent inspector of elections for the Annual Meeting. The matters considered at the Annual Meeting are described in more detail in the Company’s definitive proxy statement on Schedule 14A, which the Company filed with the Securities and Exchange Commission on November 2, 2017 (as supplemented, the “Proxy Statement”).
Election of Directors (Proposal No. 1)
The stockholders elected the nine candidates nominated by the Company’s Board of Directors (the “Board”) to serve as directors of the Company until the annual meeting of stockholders to be held in 2018 or until their successors are elected and duly qualified. The three candidates nominated by an affiliate of Marcato Capital Management LP (“Marcato”) were not elected. The following sets forth the results of the voting with respect to each candidate:
| Shares Voted | |||
| Nominees of the Board | For | Authority Withheld | Broker Non-Votes |
| John M. Gibbons | 15,450,485 | 519,101 | |
| Karyn O. Barsa | 15,537,592 | 431,994 | |
| Nelson C. Chan | 27,705,990 | 652,806 | |
| Michael F. Devine, III | 28,053,161 | 305,635 | |
| John G. Perenchio | 15,455,661 | 513,925 | |
| Dave Powers | 28,055,001 | 303,795 | |
| James Quinn | 28,055,811 | 302,985 | |
| Lauri M. Shanahan | 27,746,000 | 612,796 | |
| Bonita C. Stewart | 28,039,550 | 319,246 |
| Shares Voted | |||
| Nominees of Marcato | For | Authority Withheld | Broker Non-Votes |
| Kristen J. Feldman | 11,976,493 | 412,717 | |
| Steve Fuller | 12,007,223 | 381,987 | |
| Anne Waterman | 12,346,523 | 42,687 |
Ratification of the Selection of KPMG LLP as Independent Registered Public Accounting Firm (Proposal No. 2)
The stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2018, which covers the period from April 1, 2017 to March 31, 2018. The following sets forth the results of the voting with respect to this proposal:
| Shares Voted | |||
| For | Against | Abstain | Broker Non-Votes |
| 28,213,643 | 80,170 | 64,983 |
Advisory Vote to Approve Named Executive Officer Compensation (Proposal No. 3)
The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as described in the Proxy Statement. The following sets forth the results of the voting with respect to this proposal:
| Shares Voted | |||
| For | Against | Abstain | Broker Non-Votes |
| 27,981,814 | 293,867 | 83,115 |
Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation (Proposal No. 4)
The stockholders voted for, on a non-binding advisory basis, “one year” as the frequency of future advisory votes on compensation of the Company’s named executive officers. The following sets forth the results of the voting with respect to this proposal:
| Shares Voted | ||||
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes |
| 24,615,665 | 28,527 | 3,618,547 | 96,057 |
Consistent with the results of the vote and the Board’s recommendation, the Board has determined that the Company will hold an advisory vote on the compensation of Company’s named executive officers every year until the next required advisory vote on the frequency of such votes.
Stockholder Proposal Regarding the Repeal of Certain Provisions or Amendments to the Company’s Bylaws (Proposal No. 5)
The stockholders did not approve the stockholder proposal to repeal certain provisions or amendments to the Company’s bylaws, as described in the Proxy Statement. The following sets forth the results of the voting with respect to this proposal:
| Shares Voted | |||
| For | Against | Abstain | Broker Non-Votes |
| 14,343,525 | 13,801,508 | 213,763 |
No other matters were presented for consideration or stockholder action at the Annual Meeting.
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.
