AGM 2018

Sep 14, 2018

Good day, and welcome to the Deckers Outdoor Corporation 2018 Annual Meeting of Stockholders. At this time, I'd like to turn the conference call over to Mr. John Gibbons. Sir, please go ahead. Good afternoon. On behalf of Deckers Outdoor Corporation, I would like to thank you for participating in the 2018 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. We're excited to be hosting this meeting, Annual Meeting virtually allowing us to be more inclusive and reach a greater number of our stockholders. As Chairman of this Annual Meeting, I have set the agenda, which you should be able to see on your screen, as well as certain meeting procedures and rules of 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 Bill McComb Jim Quinn Laurie Shanahan and Benita Stewart. Members of the management who are in attendance are our Chief Financial Officer, Steve Fasching Tom Garcia, our General Counsel and Corporate Secretary will be the Secretary of this Annual Meeting Our Inspector of Elections, Michael Dazialowski is in attendance as well as representatives from our independent public accounting firm KPMG LLP. It is 1:0:2 p. M. And in accordance with the notice of this annual meeting I call the Deckers Outdoor Corporation 2018 Annual Meeting of Stockholders to order. I now call upon Mr. Dajislowski, who has been appointed as the Inspector of Elections to discuss some of the procedural matters in connection with this annual meeting. Thank you, Dave. Meaning materials, including the proxy statements, were made available online via a notice of Internet availability of proxy materials or were mailed on or about July 27, 2018, to all stockholders of record as of July 18, 2018 by Broadridge Financial Solutions. Broadridge has provided the company with a certificate of the mailing. The number of shares of the company's common stock outstanding as of July 18, 2018 was 30,368,803 shares. For the required quorum, the holders of majority of the voting power of all 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 15,184,402 shares. From account of the shares present virtually or by proxy received by the company, it has been determined that we have a quorum and therefore this Annual Meeting can proceed with its business. I have 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 this meeting, please allow me to cover some procedural points. First, 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 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. 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 and we will address those questions 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 become 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 opened today, September 14, 2008 at 1:0:6 p. M. You may vote until the polls are closed. Thank you, John. 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 the second to the motion for its approval. The first matter of business to be conducted is the proposal to elect 10 directors to serve on our Board of Directors. I move that the following 10 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 2019 or until their respective successors have been duly elected and qualified. John M. Gibbons Nelson C. Chan Cynthia L. Davis, Michael F. Devine III, William L. McComb, David Powers, Dave Quinn, Laurie M. Shanahan, Brian A. Spaley, Veneta C. Stewart. I second the motion. The 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, 2018 through March 31, 2019, which is our 2019 fiscal year. I move that KPMG LLP's selection as our independent registered public accounting firm for the fiscal year 2019 be ratified. I second the motion. Voting will continue until after 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. Resolved 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 discussed in the proxy statement for our 2018 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 this annual meeting closed at 1:0:8 p. M. Today, September 14, 2018, and Director is the Inspector of Elections to tabulate the results. While the Inspector of Elections 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 Elections that on the first proposal, a majority of the votes cast by the shares present and entitled to vote on the election of directors at this annual meeting have been voted to elect the nominated directors. On the second proposal, a majority of the outstanding shares present 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 the fiscal year 2019. And on the 3rd proposal, a majority of the outstanding shares present and entitled to vote on this proposal 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 Elections 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 the Annual Meeting. This meeting is adjourned. Thank you again for your time today and your continued support of Deckers Outdoor Corp. Ladies and gentlemen, the conference has now concluded. We do thank you for attending today's presentation. You may now disconnect.