2022
PROXY STATEMENT
SUMMARY
This Proxy Statement Summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider when making voting decisions. You should read this Proxy Statement carefully and completely before voting.
ANNUAL MEETING OF STOCKHOLDERS
DATE | Monday, September 12, 2022 |
TIME | 1:00 p.m. Pacific Time |
VIRTUAL MEETING | The 2022 Annual Meeting of Stockholders, or Annual Meeting, will be held virtually via a live webcast, |
which can be accessed on the Internet by visiting www.virtualshareholdermeeting.com/DECK2022. | |
Stockholders will be able to vote and submit questions virtually during the Annual Meeting in | |
accordance with the rules and procedures included on the meeting website. | |
To access the Annual Meeting you will need a 16-digit control number. Your control number is | |
provided on the Notice of Internet Availability of Proxy Materials you received in the mail, on your | |
proxy card (if you requested to receive printed proxy materials), or through your broker or other | |
nominee if you hold your shares in "street name." | |
RECORD DATE | Thursday, July 14, 2022 |
PROPOSALS TO BE VOTED UPON
NUMBER | PROPOSAL | BOARD VOTING | PAGE | |
RECOMMENDATION | REFERENCE | |||
Elect ten directors to serve until the annual meeting of | "FOR" EACH DIRECTOR | |||
1 | stockholders to be held in 2023, or until their | 7 | ||
NOMINEE | ||||
successors are duly elected and qualified | ||||
2 | Ratify the selection of KPMG LLP as our independent | "FOR" | 70 | |
registered public accounting firm for our | fiscal year | |||
ending March 31, 2023 | ||||
Approve, on a non-binding advisory basis, the | ||||
3 | compensation of our Named Executive | Officers as | "FOR" | 72 |
described in the section of this Proxy Statement titled | ||||
"Compensation Discussion and Analysis"
We may also consider and vote upon any other business that may properly come before the Annual Meeting, or at any postponements or adjournments thereof. As of the date of this Proxy Statement, we are not aware of any business to be presented for consideration at the Annual Meeting other than the matters described in this Proxy Statement.
HOW TO VOTE
Your vote is important to the future of Deckers Outdoor Corporation. You are eligible to vote if you were a stockholder at
the close of business on Thursday, July 14, 2022. Please refer to the section of this Proxy Statement titled "Questions and Answers About the Annual Meeting and Voting" for additional information on how to attend the Annual Meeting and vote your shares. Whether or not you plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible to ensure your representation at the Annual Meeting.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our Board of Directors has nominated the following ten directors for election at the Annual Meeting:
Director Nominees
Michael F. Devine, III | David A. Burwick | Nelson Chan | Cynthia (Cindy) L. Davis | Juan R. Figuereo |
Maha S. Ibrahim | Victor Luis | Dave Powers | Lauri M. Shanahan | Bonita C. Stewart |
Board Recommendation:
"FOR" each director nominee
We have an independent Board with extensive qualifications and skills. Our board is also comprised of individuals with diverse backgrounds and experiences. Each of our Board members is committed to representing the long-term interests of our stockholders.
QUALIFIED | QUALIFICATIONS AND SKILLS | |
7/10 Industry | 6/10 Technology Infrastructure and Cybersecurity | |
9/10 Premium Branding | 6/10 Compliance and Risk Oversight | |
9/10 International | 7/10 Corporate Governance | |
3/10 High Level of Financial Literacy | 6/10 Mergers and Acquisitions | |
8/10 Retail | 9/10 Public Company Executive | |
5/10 Consumer Technology/Big Data | 8/10 Human Resources and Talent Management | |
8/10 Sales and Marketing | 3/10 Corporate Responsibility | |
4/10 Supply Chain Management | ||
DIVERSE | OUR BOARD'S DEMOGRAPHICS | |
50% Ethnically Diverse | ||
60% From Underrepresented | ||
Communities | ||
40% Female | ||
INDEPENDENT | 9/10 Directors are Independent | |
ENGAGED | During our fiscal year ended March 31, 2022, or fiscal year 2022, no director nominee | |
attended fewer than 75% of the meetings of our Board or meetings of any Board committee | ||
on which he or she served during his or her term. |
Please refer to the section of this Proxy Statement titled "Proposal No. 1 - Election of Directors" for additional information.
PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board Recommendation:
"FOR" the ratification of the selection of KPMG LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2023.
- The Audit & Risk Management Committee is involved in the annual review and engagement of KPMG LLP to ensure its continuing audit independence.
- The Audit & Risk Management Committee believes the continued retention of KPMG LLP is in the best interests of the Company and its stockholders.
Please refer to the section of this Proxy Statement titled "Proposal No. 2 - Ratification of KPMG" for additional information.
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PROPOSAL NO. 3
ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
Board Recommendation:
"FOR" the approval, on a non-binding advisory basis, of the compensation of our Named Executive Officers as described in the section of this Proxy Statement entitled "Compensation Discussion and Analysis."
The primary objective of our executive compensation program is to compensate our executive officers in a manner that will attract, retain, and motivate talented executives with the skills needed to manage a complex and growing business in a competitive industry, while creating long-term value for our stockholders. The Talent & Compensation Committee seeks to design our executive compensation program in a manner that reflects direct alignment between the compensation opportunity provided to our executives and the achievement of our strategic objectives.
Consistent with our strategic objectives for fiscal year 2022, when designing our executive compensation program for the year, the Talent & Compensation Committee focused on continuing to build and retain our executive team, while incentivizing our executive officers to focus on increasing revenue, enhancing profitability and creating long-term value for our stockholders.
When establishing our executive compensation program, the Talent & Compensation Committee is guided by the following four principles:
- Pay for performance by having a significant portion of compensation earned based on the achievement of performance-based conditions.
- Align interests of executives with stockholders by tying a significant portion of compensation to performance that creates long-term value for our stockholders.
- Attract and retain executives with the background and experience necessary to lead the organization and achieve our strategic objectives.
- Reward achievement by offering incentives for achieving short-term and long-term financial goals that are directly tied to the achievement of strategic objectives.
Please refer to the section of this Proxy Statement titled "Compensation Discussion and Analysis" for additional information.
OUR BUSINESS AND STRATEGIC OBJECTIVES
Long-Term Strategy and Growth
We remain committed to our long-term strategies, which have been the primary drivers of our success in recent years. Our strategic framework includes efforts to:
- Accelerate global consumer adoption of the HOKA brand and increase its market share;
- Further diversify the UGG brand's product offerings, geographic and seasonal mix of business, and drive brand heat through marketing initiatives and strategic distribution;
- Adopt technology and analytical tools to further enhance our capabilities to support our evolving business, including expanding our digital marketing and e-commerce platforms; and
- Invest in infrastructure required to support our key growth initiatives globally, including investment in talent as well as distribution and logistical needs.
We intend to continue investing strategically in key identified areas of growth within our brand portfolio. We remain committed to delivering long-term stockholder value through the continued execution of our strategies.
iii
KEY CORPORATE GOVERNANCE CHANGES
Board Refreshment
We continuously evaluate our Board composition to ensure it is structured to best position us to achieve our long-term objectives and create stockholder value. Over the last several years we have strategically focused on refreshing our Board composition, enhancing Board and committee leadership and improving Board diversity. Our efforts have resulted in a number of key changes, including the following:
- In June 2020, Victor Luis was appointed as a member of our Board.
- In June 2020, Juan R. Figuereo was appointed Chair of the Audit & Risk Management Committee.
- In February 2021, Maha S. Ibrahim was appointed as a member of our Board.
- In September 2021, Bonita C. Stewart was appointed Chair of the Corporate Governance Committee.
- In September 2021, David A. Burwick was appointed as a member of our Board.
Please refer to the section of this Proxy Statement titled "Corporate Governance" for additional information.
ESG Highlights
The achievement of environmental, social and governance, or ESG, initiatives is a crucial part of our strategic objectives and corporate culture. We strive to do good and do great while minimizing our environmental impact and employing socially conscious operations. In the last year, we have continued to amplify our ESG program and are committed to maintaining open and interactive dialogue on ESG matters with our stakeholders to ensure their views are actively considered. The tables below reflect a select group of highlights from our ESG program during fiscal year 2022.
Environmental
- We filed science-based targets with the Science-Based Target Initiative.
- We sourced the vast majority of our leather supplies from Leather Working Group-certified tanneries, which promote sustainable and environmentally friendly business practices within the leather industry.
- We established a long-term grant with the Savory Institute to support regenerative farming practices on sheep farms in Australia, influencing over 200,000 acres and 40 farms.
Social
- We improved BIPOC (Black, Indigenous, and People of Color) representation among U.S. leaders (director and above) to 21%, up from 12% two years ago, as we make progress towards our target of 25% by fiscal year 2027.
- Our employees volunteered over 14,000 hours.
- We promoted gender quality and education with our supply chain partners through our partnership with the Business for Social Responsibility's HERproject, which positively impacts the well-being of women through workplace-based education.
Governance
- We continued to ensure diverse perspectives are reflected on our Board, which includes four female directors and six directors from underrepresented communities.
- We made governance changes to promote Board and committee oversight of corporate culture, human capital management, and ESG-related matters.
- We refreshed our Code of Ethics for directors and employees, as well as our Ethical Supply Chain Code of Conduct for our supply chain business partners, to ensure we continue to lead with our governance approach.
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Deckers Outdoor Corporation published this content on 25 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 July 2022 21:07:12 UTC.