UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

_________________

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  May 24, 2012

 

 

 

DECKERS OUTDOOR CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

 

 

000-22446

 

95-3015862

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

 

 

 

495A South Fairview Avenue, Goleta, California

 

93117

(Address of principal executive offices)

 

(Zip code)

 

 

Registrant’s telephone number, including area code

(805) 967-7611

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



 

Item 5.02.                                         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 24, 2012, the Board of Directors (the “Board”) of Deckers Outdoor Corporation (the “Company”), upon recommendation of the Compensation and Management Development Committee of the Board (the “Compensation Committee”), adopted a new 2012 long-term incentive award (the “2012 LTIP Award”) under the Company’s 2006 Equity Incentive Plan (the “2006 Plan”), the specific terms of which will be set forth in separate 2012 LTIP Restricted Stock Unit Award Agreements.  The 2012 LTIP Awards will be available for issuance to current and future members of the Company’s management team, including the Company’s named executive officers.

 

Pursuant to each 2012 LTIP Award, the recipient will receive a specified maximum number of restricted stock units, each of which will represent the right to receive one share of the Company’s common stock.  The 2012 LTIP Awards will vest only if the Company meets certain revenue targets ranging between $2.2 Billion and $2.9 Billion and certain diluted earnings per share (“EPS”) targets ranging between $7.00 and $10.50 as of the fiscal year ended December 31, 2015.  In addition, the recipient of the award must provide “Continuous Service” (as defined in the 2006 Plan) to the Company through such date.  No vesting of any 2012 LTIP Award will occur if either of the threshold performance criteria are not reached for the 12-month period ending December 31, 2015 (namely, that the annual revenue of the Company is less than $2.2 Billion or the Company’s EPS is less than $7.00).  To the extent financial performance is achieved above the threshold level, the number of restricted stock units that will vest will increase up to the maximum number of units issued under a particular 2012 LTIP Award.  The determination of the level at which the performance criteria have been met will be based on the audited financial statements of the Company for the 12-month period ending December 31, 2015.

 

The vesting of each 2012 LTIP Award will be accelerated in full in the event that the Company is acquired and, within 12 months of such acquisition, the recipient is terminated by the acquiring company without “Cause” or if the executive is “Constructively Terminated” (as such terms are defined in the 2006 Plan).

 

The form of 2012 LTIP Restricted Stock Unit Award Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.  The description of the terms of the Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1.

 

Following its approval of the form of 2012 LTIP Restricted Stock Unit Award Agreement, the Board, upon recommendation of the Compensation Committee, made the following grants of 2012 LTIP Awards to the following named executive officers of the Company, in the unit amounts set forth in the table below.

 

Name

 

Position

 

Maximum Number of
Restricted Stock Units

 

 

 

 

 

Angel Martinez

 

Chairman, President and Chief Executive Officer

 

85,334

Zohar Ziv

 

Chief Operating Officer

 

42,666

Thomas George

 

Chief Financial Officer

 

29,334

Constance Rishwain

 

President, UGG® brand

 

29,334

Peter Worley

 

President, Asia Pacific

 

21,334

 



 

Item 5.07.                                          Submission of Matters to a Vote of Security Holders.

 

On May 24, 2012, the Company held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders approved three proposals.  The proposals voted upon at the Annual Meeting and the final results of the stockholder vote on each proposal were as follows:

 

Proposal 1: Election of Directors

 

The stockholders elected nine candidates nominated by the Board to serve as directors of the Company to serve until the annual meeting of stockholders to be held in 2013 and until his or her successor is elected and qualified.  The following sets forth the results of the voting with respect to each candidate:

 

 

 

Shares Voted

 Name of Candidate

 

For

 

Authority Withheld

 

Broker Non-Votes

Angel R. Martinez

 

29,692,302

 

1,046,462

 

4,116,579

Rex A. Licklider

 

30,658,115

 

80,649

 

4,116,579

John M. Gibbons

 

29,924,280

 

814,484

 

4,116,579

John G. Perenchio

 

30,513,199

 

225,565

 

4,116,579

Maureen Conners

 

30,515,635

 

223,129

 

4,116,579

Karyn O. Barsa

 

30,701,018

 

37,746

 

4,116,579

Michael F. Devine, III

 

30,700,707

 

38,057

 

4,116,579

James Quinn

 

30,515,377

 

223,387

 

4,116,579

Lauri Shanahan

 

30,701,232

 

37,532

 

4,116,579

 

 

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

 

The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012. The following sets forth the results of the voting with respect to this proposal:

 

Shares Voted

For

Against

Abstentions

34,057,160

758,078

40,105

 

 

Proposal 3: Advisory Vote on Executive Compensation

 

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Proxy Statement for the Annual Meeting. The following sets forth the results of the voting with respect to this proposal:

 

Shares Voted

For

Against

Abstentions

Broker Non-Votes

29,960,794

374,414

403,556

4,116,579

 

 

 

Item 9.01.                                      Financial Statements and Exhibits.

 

(d)               Exhibits.

 

Exhibit No.

 

Description

 

 

 

     10.1

 

Form of Restricted Stock Unit Award Agreement (2012 LTIP) Under 2006 Equity Incentive Plan

 



 

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.

 

 

Deckers Outdoor Corporation

 

 

Date: May 31, 2012

/s/ Thomas A. George

 

Thomas A. George, Chief Financial Officer