AGM 2016

Sep 12, 2016

Good day, and welcome to the Deckers Outdoor Corporation Annual Meeting of Stockholders. I would now like to turn the conference over to Angel Martinez, Chairman of the Board of Directors of Deckers Outdoor Corporation. Please go ahead. Good afternoon. On behalf of Deckers Outdoor Corporation, I would like to thank you for participating in our 2016 Annual Meeting of Shareholders. I'm Angel Martinez, Chairman of the Board of Directors and in accordance with the company's bylaws, I will be reciting over this meeting. We're excited to be hosting our 1st virtual annual meeting, which allows us to be more inclusive and reach a greater number of our shareholders. As Chairman of the 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, Angel. As Angel mentioned, Diane 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 the Board of Directors who are in attendance: John Gibbons Karen Barsa Nelson Chan Mike Devine John Parentchio Laurie Shanahan and Bonita Stewart. Members of management who are in attendance are our Chief Financial Officer, Tom George and our Chief Operating Officer, David Lafitte. Tom Garcia, our General Counsel and Corporate Secretary, will be the secretary of this meeting. Our Inspector of Elections, Michael Dajolowski, is in attendance as well as representatives from our independent public accounting firm, KPMG LLP. It is just after 1 and in accordance with the notice of this meeting, I call the Deckers Outdoor Corporation 2016 Annual Meeting and Stockholders to order. I now call upon Mr. Dajilevsky, who has been appointed as the Inspector of Elections, to discuss some of the procedural matters in connection with this meeting. Thank you, Dave. Meeting materials, including the proxy statements, were made available online via notice of Internet availability of proxy materials or were mailed on or about July 29, 2016, to all stockholders of record as of July 14, 2016, by Broadridge Financial Solutions. Broadridge has provided the company with a certificate of mailing. The number of shares of the company's common stock outstanding as of July 14, 2016 was 32,000,000 and 34,511 shares. For the required quorum, a majority of the issued and outstanding shares entitled to vote must be presented or represented in person or by proxy at this annual meeting. The number of shares constituting a quorum at this meeting, therefore, is 16,000,000 17,256 shares. From account of the shares represented in personnel by proxies received by the company, it has been determined that a quorum is present and therefore the meeting can proceed with its business. I've been appointed in effective 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. First, you are able to vote in real time during this meeting by clicking on the vote here button on your screen at any time from the beginning of the meeting until we close the poll after we have presented the proposals. If you've already voted in advance by using an online ballot or physical proxy card, the 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 the 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 the meeting by using the question box on the screen, which we will address during the question and answer session. Because holders of a majority of the shares entitled to vote at this meeting are present in person or by proxy, 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 the meeting. I declare the polls for each matter to be voted on at this meeting opened today, September 12, 2016 at 1:0:5 p. M. You may vote until the polls are closed. Thank you, Angel. 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 approval. The first matter of business to be conducted is the proposal to elect 10 directors to serve on the 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 2017 or until their respective successors have been duly elected and qualified. Angel R. Martinez, John M. Gibbons, Karen O. Barsa, Nelson C. Chan, Michael F. Devine III, John G. Parentio, Dave Powers, James Quinn, Laurie M. Shanahan and Bonita C. Stewart. I second the motion. Voting will continue until all after all three proposals have been presented. We will now move to the 2nd proposal. The second matter of business is to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal period from April 1, 2016 through March 31, 2017, which is our 2017 fiscal year. I move that KPMG LLP's appointment as our company's independent registered public accounting firm for fiscal year 2017 be ratified. I second the motion. Voting will continue until after the proposal has been presented. We will now move on to the final proposal. The 3rd matter of business is to be conducted is to approve by a non binding advisory vote our executive compensation program. I move that the stockholders approve the following advisory resolution. Resolved that the company's stockholders approve on an advisory basis the compensation of the named executive officers as described in the compensation discussion and analysis, the summary compensation table and the related compensation table notes and narrative in the proxy statement for the company's 2016 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 meeting closed at 107 today, September 12, 2016, and direct 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 the 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 have been advised by the Inspector of Elections that on the first proposal, a majority of the votes cast by the shares present virtually or represented by proxy at this meeting and entitled to vote on the election of directors have been voted to elect the nominated directors. On the second proposal, a majority of the shares present virtually or represented by proxy at this meeting and entitled to vote on this proposal have voted to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year 2017. And on the 3rd proposal, a majority of the shares present virtually are represented by proxy at this meeting and entitled to vote on this proposal have voted to adopt the advisory resolution approving our executive compensation program as disclosed in the proxy statement. The Inspector of Elections will furnish the secretary of the 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 the meeting. This concludes the formal business to be brought before the