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 31, 2011
DECKERS OUTDOOR CORPORATION |
(Exact name of registrant as specified in its charter) |
Delaware |
(State or other jurisdiction of incorporation) |
0-22446 | 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 5.07. Submission of Matters to a Vote of Security Holders.
On May 31, 2011, the Company held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders approved five 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 eight candidates nominated by the Board of Directors to serve as directors of the Company to serve until the annual meeting of stockholders to be held in 2012 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 | 29,080,460 | 616,810 | 5,633,833 |
Rex A. Licklider | 29,325,124 | 372,146 | 5,633,833 |
John M. Gibbons | 28,453,924 | 1,243,346 | 5,633,833 |
John G. Perenchio | 28,783,756 | 913,514 | 5,633,833 |
Maureen Conners | 28,792,531 | 904,739 | 5,633,833 |
Ruth M. Owades | 29,648,192 | 49,078 | 5,633,833 |
Karyn O. Barsa | 29,639,749 | 57,521 | 5,633,833 |
Michael F. Devine, III | 29,549,506 | 147,764 | 5,633,833 |
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, 2011. The following sets forth the results of the voting with respect to this proposal:
Shares Voted | |||
For | Against | Abstentions | Broker Non-Votes |
34,870,541 | 449,272 | 11,290 | 0 |
Proposal 3: Re-approve the material terms of the performance goals under our 2006 Equity Incentive Plan
The stockholders re-approved the materials terms of the performance goals under the Company’s 2006 Equity Incentive Plan. The following sets forth the results of the voting with respect to this proposal:
Shares Voted | |||
For | Against | Abstensions | Broker Non-Votes |
27,946,808 | 1,165,974 | 584,488 | 5,633,833 |
Proposal 4: 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 |
27,509,927 | 1,615,327 | 572,016 | 5,633,833 |
Proposal 5: Advisory Vote on the Frequency of Advisory Votes on Executive Compensation
The stockholders approved, on an advisory basis, the proposal to conduct future advisory votes on the compensation of the Company’s named executive officers every year. The following sets forth the results of the voting with respect to this proposal:
Shares Voted | ||||
One Year | Two Years | Three Years | Abstentions | Broker Non-Votes |
26,981,989 | 31,033 | 2,095,688 | 588,560 | 5,633,833 |
In light of these results, the Company’s Board of Directors has adopted a policy to hold an advisory vote on the compensation of the Company’s named executive officers every year.
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: | June 2, 2011 | /s/ Thomas A. George | |
Thomas A. George, Chief Financial Officer |