AGM 2019

Sep 13, 2019

Good afternoon, and welcome to the 2019 Virtual Annual Meeting of Stockholders for Deckers Outdoor Corporation. I would now like to turn the conference over to Mr. John Gibbons. Please go ahead. Good afternoon. On behalf of Deckers Outdoor Corporation, I would like to thank you for participating in our 2019 Annual Meeting of Stockholders. I am John Gibbons, Chairman of the Board of Directors. And in accordance with the company's bylaws, I will be presiding over this annual meeting. Consistent with the past couple of 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 have set the agenda, which as you should be able to see on your screen as well as certain meeting procedures and rules to conduct conduct to provide for the orderly transaction of business. You should be able to see a link to our meeting procedures and rules of conduct in the corner of your screen. At this time, I would like to introduce our President and Chief Executive Officer, Dave Powers. Thank you, John. As John mentioned, I am Dave Powers' President and Chief Executive Officer. I also serve on 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: John Gibbons Nelson Chan Cindy Davis Mike Devine Jim Quinn Laurie Shanahan and Bonita Stewart. Members of management who are in attendance are our Chief Financial Officer, Steve Fasching and Tom Garcia, our General Counsel and Corporate Secretary, who will serve as Secretary of this Annual Meeting. As Inspector of Election, Michael Dezelowski is in attendance as well as representatives from our independent public accounting firm, KPMG LLP. It is 1 p. M. And in accordance with the notice of this annual meeting, I call the Deckers Outdoor Corporation 2019 Annual Meeting of Stockholders to order. I now call upon Mr. Dazialowski, who has been appointed as the Inspector of Election, to discuss some of the procedural matters in connection with this Annual Meeting. Thank you, Dave. Media materials, including the proxy statement, were made available online via the notice of Internet availability and proxy materials or mailed on or about July 26, 2019 to all stockholders of record as of July 17, 2019 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 17, 2019 was 28,965,657 shares. For the required quorum, the holders of the majority of the voting power of all the shares of the company's common stock entitled to Boats must be present virtually or by proxy at this Annual Meeting. The number of shares constituting the quorum, therefore, is 14,482,829 shares. From account of the shares present virtually or proxies received by the company, it has been determined that we have quorum and therefore this annual meeting can proceed with its business. I've been appointed as the Inspector of Elections and will tally the vote. Thank you, Mike. Before acting upon the matters set forth in the notice of the meeting, please allow me to cover some procedural points. 1st, you are 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 have closed 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 and you do not need to vote again. 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 the 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 the question and answer session. 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 today at September 13, 2019 at 1:0:5 p. M? You may vote until the polls are closed. Thank you, John. Today, we'll be voting on the 3 proposals that were described in the proxy statement. Immediately after each proposal is presented, I will accept the second to the motion for its 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 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 2020 or until their respective successors have been duly elected and qualified. John M. Gibbons, Nelson C. Chan, Cynthia L. Davis, Michael F. Devine III, Bonita C. Stewart, Dave Powers, James Quinn, Lori M. Shanahan, and Brian A. Spaley. I second the motion. Voting will continue until after all three proposals have been presented. We will now move on to the second proposal. 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, 2019 through March 31, 2020, which is our fiscal 2020 year. I move that KPMG LLP's selection as an independent registered public accounting firm for the fiscal year 2020 be ratified. I second the motion. Voting will continue until the final proposal has been presented. We will now move on to the final proposal. The 3rd matter of business to be conducted is the proposal to approve on a non binding advisory basis the compensation of our named executive officers. I move that the stockholders approve the following advisory resolution. Recall that our stockholders approve on a non binding 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 2019 Annual Meeting of Stockholders. I second the motion. Now that all three proposals have been presented, I declare the polls for each matter voted upon during the annual meeting closed at the time of 1:0:8 p. M. Today, September 13, 2019, and direct the Inspector of Election 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 had been advised by the Inspector of Election that on the first proposal, a majority of the votes cast by the shares present virtually are 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 eligible to vote at this annual meeting have voted to ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year 2020. And on the 3rd proposal, a majority of the outstanding shares eligible to vote at this Annual Meeting have voted to adopt the resolution approving on a non binding 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 a written report of the vote count with respect to the matters voted on today, which shall be included in the minutes of 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. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.