Deckers Outdoor Corp Elects New Directors, Amends Bylaws

TL;DR

Deckers Outdoor Corp adds two new directors to the board and updates bylaws.

AI Summary

On September 9, 2024, Deckers Outdoor Corporation filed an 8-K report detailing several key events. The company announced the election of two new directors, David W. Hale and Michael J. Resnick, to its Board of Directors, effective September 6, 2024. Additionally, the filing disclosed compensatory arrangements for certain officers and amendments to its bylaws.

Why It Matters

The election of new directors can signal strategic shifts or governance changes within the company, potentially impacting future performance and shareholder value.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters such as director elections and bylaw amendments, which typically carry low immediate risk.

Key Players & Entities

• Deckers Outdoor Corporation (company) — Registrant
• David W. Hale (person) — Newly elected director
• Michael J. Resnick (person) — Newly elected director
• September 9, 2024 (date) — Date of report
• September 6, 2024 (date) — Effective date of director election

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share DECK New York Stock Exchange

Filing Documents

• deck-20240909.htm (8-K) — 81KB
• deck09132024exhibit31.htm (EX-3.1) — 13KB
• deck09132024exhibit32.htm (EX-3.2) — 7KB
• deck09132024exhibit991.htm (EX-99.1) — 10KB
• image_0.jpg (GRAPHIC) — 5KB
• 0000910521-24-000048.txt ( ) — 257KB
• deck-20240909.xsd (EX-101.SCH) — 2KB
• deck-20240909_lab.xml (EX-101.LAB) — 22KB
• deck-20240909_pre.xml (EX-101.PRE) — 13KB
• deck-20240909_htm.xml (XML) — 3KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The stockholders of Deckers Outdoor Corporation (the " Company ") approved the Deckers Outdoor Corporation 2024 Employee Stock Purchase Plan (the " 2024 ESPP ") and the Deckers Outdoor Corporation 2024 Stock Incentive Plan (the " 2024 SIP ") on September 9, 2024, as described in Item 5.07 below. 2024 Employee Stock Purchase Plan The purpose of the 2024 ESPP, which is intended to replace the Company's 2015 Employee Stock Purchase Plan, is to provide the Company's eligible employees with an opportunity to invest in and accumulate share ownership in the Company through after-tax payroll deductions. A summary of the principal features of the 2024 ESPP is set forth under the heading "Proposal No. 4 – Employee Stock Purchase Plan" contained in the Company's definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on July 23, 2024, as supplemented on August 28, 2024 (the " Proxy Statemen t"), and is incorporated herein by reference. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the 2024 ESPP, a copy of which is attached hereto as Exhibit 10.1, and incorporated herein by reference. 2024 Stock Incentive Plan The purpose of the 2024 SIP, which is intended to replace the Company's 2015 Stock Incentive Plan (" 2015 SIP "), is to allow the Company to continue to provide equity incentive awards to attract, retain and motivate employees, directors, consultants, independent contractors and advisors whose present and potential contributions are important to the Company's success. A summary of the principal features of the 2024 SIP is set forth under the heading "Proposal No. 5 – Stock Incentive Plan" contained in the Proxy Statement, and is incorporated herein by reference. The foregoing description do

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year. Certificate of Amendment of Amended and Restated Certificate of Incorporation On September 9, 2024, the stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation ("the Charter Amendment ") which (i) effects a six-for-one forward stock split (the " Stock Spli t") of the Company's common stock, par value $0.01 (" Common Stock "), and preferred stock, par value $0.01 (" Preferred Stock "), and (ii) increases the number of authorized shares of Common Stock from 125,000,000 to 750,000,000, and increases the number of authorized shares of capital stock from 130,000,000 to 755,000,000 (the " Authorized Share Increase "). The Charter Amendment does not provide for any increase in the number of authorized shares of Preferred Stock, which remain at 5,000,000 shares. The Charter Amendment became effective upon filing with the Secretary of State of the State of Delaware on September 13, 2024. As previously announced, upon the filing and effectiveness of the Charter Amendment, every one share of Common Stock outstanding on September 6, 2024, the record date for the Stock Split, was automatically split into six shares of Common Stock. There are no shares of Preferred Stock outstanding. The additional shares of Common Stock are expected to be distributed after market close on September 16, 2024.Trading is expected to begin on a post-Stock Split adjusted basis at market open on September 17, 2024. As a result of the Stock Split, the number of shares of Common Stock reserved for issuance under the Company's equity incentive plans (including the 2024 SIP and 2024 ESPP) and the number of shares underlying outstanding equity awards increased proportionately, and proportionate adjustments were made to the exercise price of outstanding stock options, as applicable. The foregoing description of the Charter Amendment does not purport to be complete and i

07

Item 5.07 Submission of Matters to a Vote of Security Holders. On September 9, 2024, the Company held the Annual Meeting virtually via live webcast, during which the Company's stockholders voted on six proposals. The Company had 25,410,572 shares of Common Stock outstanding at the close of business on July 11, 2024, the record date for the Annual Meeting (the " Record Date "). At the Annual Meeting, 22,494,415 shares of Common Stock were present virtually or represented by proxy, representing approximately 89% of the Common Stock outstanding on the Record Date. The following sets forth the final results of the voting for the six proposals voted upon at the Annual Meeting, each of which are described in more detail in the Proxy Statement. Election of Directors (Proposal No. 1) The stockholders elected eleven directors who were nominated by the Board to serve as directors of the Company until the annual meeting of stockholders to be held in 2025, until their successors are duly elected and qualified, or until such director's earlier death, resignation, or removal. The following sets forth the results of the voting with respect to each director nominee: Shares Voted Name of Director For Against Abstain Broker Non-Votes Michael F. Devine, III 20,691,553 357,137 67,532 1,378,193 David A. Burwick 21,063,969 42,274 9,979 1,378,193 Stefano Caroti 20,903,985 202,286 9,951 1,378,193 Nelson C. Chan 19,987,965 1,118,339 9,918 1,378,193 Cynthia (Cindy) L. Davis 20,596,960 509,644 9,618 1,378,193 Juan R. Figuereo 21,013,387 92,904 9,931 1,378,193 Maha S. Ibrahim 21,088,468 17,987 9,767 1,378,193 Victor Luis 21,063,926 42,292 10,004 1,378,193 Dave Powers 20,708,536 397,863 9,823 1,378,193 Lauri M. Shanahan 20,368,498 738,073 9,651 1,378,193 Bonita C. Stewart 20,618,154 488,408 9,660 1,378,193 Ratification of Selection of Accounting Firm (Proposal No. 2) The stockholders ratified the selection of KPMG LLP as the Company's independent registered public acc

01

Item 8.01 Other Events. On September 13, 2024, the Company issued a press release announcing stockholder approval of the Stock Split and Authorized Share Increase, and the filing and effectiveness of the Charter Amendment. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act" ), or otherwise subject to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description. 3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Deckers Outdoor Corporation. 3.2 Certificate of Amendment of Amended and Restated Bylaws of Deckers Outdoor Corporation. 10.1 Deckers Outdoor Corporation 2024 Employee Stock Purchase Plan (attached as Appendix A to the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on July 23, 2024 ) . 10.2 Deckers Outdoor Corporation 2024 Stock Incentive Plan (attached as Appendix B to the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on July 23, 2024) . 99.1 Press Release of Deckers Outdoor Corporation, dated September 13, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Cautionary Note Regarding Forward-Looking Statements This Current Report contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which statements are subject to considerable risks and uncertainties. Forward-looking statements include all statements other than statements of historical fact contained in this press release, including statements regarding the timing and impact of the Stock Split, including the distribution of additional shares to stockholders, and trading on a post-Stock Split basis. The Company has attempted to identify forward-looking statements by using words such as "anticipate," "believe," "estimate," "intend," "may," "plan," "predict," "project," "should," "will," or "would," and similar expressions or the negative of these expressions. Forward-looking statements represent the Company's current expectations and predictions about trends affecting its business and industry and are based on information available as of the time such statements are made. Although The Company does not make forward-looking statements

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 13, 2024 Deckers Outdoor Corporation /s/ Steven J. Fasching Steven J. Fasching, Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR