AGM 2020

Sep 11, 2020

Afternoon, ladies and gentlemen, and welcome to the Deckers Brand 2020 Virtual Annual Meeting of Stockholders. I would now like to introduce Mr. Mike Devine, Chairman of the Board. Please go ahead, Mr. Devine. Good afternoon. On behalf of Deckers Outdoor Corporation, I'd like to thank you for participating in our 2020 Annual Meeting of Stockholders. I am Mike Devine, Chairman of the Board of Directors. And in accordance with the company's amended and restated bylaws, I will be presiding over this annual meeting. Consistent with the last several years, we are excited to be hosting this annual meeting virtually, allowing our stockholders around the world to attend and listen to the Annual Meeting live, submit questions and vote their shares electronically. As Chairman of this Annual Meeting, I've set the agenda as well as certain meeting procedures and rules of conduct, both of which you should be able to see on your screen. At this time, I would like to introduce our President and Chief Executive Officer, Dave Powers. Thank you, Mike. As Mike mentioned, I am Dave Powers' President and Chief Executive Officer. I also serve in the company's Board of Directors. I would like to start by introducing the other members of our Board of Directors who are in attendance: Michael Devine, Nelson Chan, Cindy Davis, Juan Figueroa, Victor Lewis, Lori Shanahan, Brian Spaley and Bonita Stewart. Members of management who are in attendance include our Chief Financial Officer, Steve Fasching and Tom Garcia, our Senior Vice President, General Counsel and Corporate Secretary, who will serve as the secretary of this annual meeting. Our Inspector of Election, Michael Dzialowski is in attendance as well as representatives from our independent public accounting firm, KPMG LLP. It is 1 o'clock at 1:0:2 p. M. In the in accordance with the notice of this annual meeting, I call the Deckers Outdoor Corporation 2020 Annual Meeting of Stockholders to order. I now call upon Mr. Dzialowski to discuss some of the procedural matters in connection with this annual meeting. Thank you, Dave. Meeting materials, including the proxy statement, were made available online via a notice of Internet availability of proxy materials or were mailed on or about July 31, 2020. To all stockholders record as of July 13, 2020 by Broadridge Financial Solutions. Broadridge has provided the company with an affidavit certifying the mailing. The number of shares of the company's common stock outstanding as of July 13, 2020 was 28,000,000 5,993 shares. For the required quorum, the holders of the majority of the voting shares the voting power of all the shares of the company's common stock entitled to vote at this Annual Meeting must be present virtually or by proxy at this Annual Meeting. The number of shares constituting a quorum at this Annual Meeting therefore is 14,009197 shares. Of the shares present virtually or by proxies received by the company, it has been determined that we have a quorum and therefore this annual meeting can proceed with its business. I've been appointed as the Inspector of Elections and will tally the votes. Thank you, Mike. Before acting upon the matters set forth in the notice of the meeting, please allow me to cover some procedural points. First, you're able to vote in real time during this annual meeting by clicking on the Vote Here button on your screen at any time from the beginning of this meeting until we close the polls after we have presented the proposals. If you've already voted in advance, any vote at this meeting will supersede your earlier vote. If you've already voted, you do not need to vote again unless you wish to change your earlier vote. 2nd, in the event of any technical difficulties before the formal adjournment of this meeting, we will temporarily adjourn and reconvene in accordance with our bylaws. 3rd, during this meeting, stockholders may submit up to 2 questions pertaining to the business of this meeting by using the question box on the screen, which we will address during our question and answer session. Please reference our meeting procedures prior to asking any questions. Because we have a quorum, I declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. We will now proceed with the formal business of this annual meeting. I declare the polls for each matter to be voted on at this meeting open today, September 11, 2020 at 1:0:5 pm. You may vote until the polls are closed. Thank you, Mike. Today, we will be voting on the 3 proposals that were described in the proxy statement. Immediately after each proposal is presented, I will accept a second to the motion for the first approval. The first matter of business to be conducted is the proposal to elect 9 directors to serve on our Board of Directors. I move that the following 9 directors 9 persons be elected as members of the Board of Directors of the company to serve until the annual meeting of stockholders to be held in 2021 or until their respective successors have been duly elected and qualified. Michael F. Devine, Nelson C. Chan, Cynthia L. Davis, Juan R. Figueredo, Victor Lewis, Dave Powers, Laurie M. Shanahan, Brian A. Spaley, Benita C. Stewart. I second the motion. Voting will continue until after all three proposals have been presented. We will now move on to the second proposal. Ratification of the selection of the KPMG LLP is our independent registered public accounting firm for fiscal year 2021. The second matter of business to be conducted is the proposal to ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal period from April 1, 2020 through March 31, 2021, which is our fiscal 2021 fiscal year. I move that our selection of KPMG LLP as our independent registered accounting firm public accounting firm for the fiscal year 2021 be ratified. I second the motion. Voting will continue until after the final proposal has been presented. We will now move to the final proposal. The 3rd matter of business to be conducted is a proposal to approve on a nonbinding advisory basis the compensation of our named executive officers. I move that the stockholders approve the following advisory resolution. Resolved that our stockholders approve on a nonbinding advisory basis the compensation of our named executive officers as described in the compensation discussion and analysis, the summary compensation table and the related compensation tables, notes and narrative discussion in the proxy statement for our 2020 Annual Meeting of Stockholders. I second the motion. I will now pause to allow for any additional votes through the meeting portal. Now that all three proposals have been presented, I declare the polls for each matter voted upon during this annual meeting closed at 1:0:8 p. M. Today, September 11, 2020, and direct the Inspector of Elections to tabulate the results. While the Inspector of Election is counting the votes, we will pause to review whether any questions pertaining to the business of this annual meeting have been submitted by stockholders. As there are no questions, we will now report the results. Please note that the results are preliminary. I've been advised by the Inspector of Election that on the first proposal, a majority of the votes cast by the shares present virtually or represented by proxy and entitled to vote on the election of directors at this annual meeting have been voted to elect each of the nominated directors. On the second proposal, a majority of the outstanding shares present virtually or represented by proxy and entitled to vote on this proposal at this annual meeting have voted to ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2021. And on the 3rd proposal, a majority of the outstanding shares present virtually were represented by proxy and entitled to vote on this proposal at this annual meeting, have voted to adopt the resolution approving on a nonbinding advisory basis the compensation of our named executive officers as disclosed in the proxy statement. The Inspector of Election will furnish the secretary of this annual meeting with the written report of the vote count with respect to the matters voted on today, which shall be included in the minutes of this meeting. We intend to file a current report on Form 8 ks with the SEC to announce the final voting results of the proposals voted upon at this meeting. This concludes the formal business to be brought before this annual meeting. This meeting is adjourned. Thank you again for your time today and for your continued support of Deckers Outdoor Corporation.