8-K
DECKERS OUTDOOR CORP (DECK)
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): September 15, 2021
DECKERS OUTDOOR CORPORATION
(Exact name of registrant as specified in its charter)
____________Delaware________________
(State or other jurisdiction of incorporation)
| 001-36436 | 95-3015862 |
|---|---|
| (Commission File Number) | (I.R.S. Employer Identification No.) |
250 Coromar Drive, Goleta, California 93117
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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | DECK | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
Departure of Director
Brian A. Spaly has served as a member of the Board of Directors (the “Board”) of Deckers Outdoor Corporation (the “Company”) since 2018. Mr. Spaly decided not stand for reelection to the Board at the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”). Mr. Spaly’s decision not to stand for reelection is not due to any disagreements with the Company regarding any of the Company’s operations, policies or practices.
Appointment of New Director
On September 15, 2021, the Company announced the election of David A. Burwick to serve on the Board. Mr. Burwick will serve as a member of the Board until the Company’s next annual meeting of stockholders or until his successor is elected and qualified. Mr. Burwick has been appointed to serve on the Compensation Committee.
Mr. Burwick has served on the board of directors of The Boston Beer Company, Inc. (NYSE: SAM) since May 2005 and was appointed as its president and chief executive officer in April 2018. Prior to that, he served as president and chief executive officer of Peet's Coffee & Tea, Inc., since December 2012. From April 2010 to December 2012, Mr. Burwick served as president, North America of WW International, Inc., formerly Weight Watchers International, Inc. Prior to that, he held numerous positions with PepsiCo, Inc., including chief marketing officer, PepsiCo Americas Beverages from August 2008 to August 2009; executive vice president, Marketing, Sales and R&D, PepsiCo International from April 2008 to July 2008; President, Pepsi-QTG Canada from January 2006 to March 2008; chief marketing officer, Pepsi-Cola North America from June 2002 to December 2005; and various marketing roles from 1989 to 2002. Mr. Burwick has extensive experience leading consumer products organizations. During his tenure as a director of The Boston Beer Company, Inc., he served as a member of its compensation committee, including as chair from May 2006 to May 2013, and as a member of the nominating/governance committee, including as chair since May 2013.
Agreements with New Director
There are no arrangements or understandings between Mr. Burwick and any other person pursuant to which he was elected to serve on the Board. There are no relationships involving Mr. Burwick that are required to be reported pursuant to Item 404(a) of Regulation S-K.
Mr. Burwick will enter into the Company’s standard indemnification agreement in the form previously filed with the Securities and Exchange Commission (the “SEC”) providing for indemnification and advancement of expenses to the fullest extent permitted by the General Corporation Law of the State of Delaware.
Mr. Burwick will be compensated for his services on the Board in accordance with the Company’s standard compensation policy for non-employee directors as described in the definitive proxy statement on Schedule 14A relating to the Company’s 2021 Annual Meeting of Stockholders, which was filed with the SEC on July 27, 2021 (the “Proxy Statement”).
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
On September 15, 2021, the Company held its Annual Meeting virtually via live webcast at www.virtualshareholdermeeting.com/DECK2021, during which the Company's stockholders voted on three proposals. The Company had 27,662,787 shares of common stock outstanding on July 19, 2021, the record date for the Annual Meeting. At the Annual Meeting, 25,678,336 shares of common stock were present virtually or represented by proxy.
The following sets forth the final results of the voting for the three proposals voted upon at the Annual Meeting. These matters are described in more detail in the Company's Proxy Statement.
Election of Directors (Proposal No. 1)
The stockholders elected ten directors who were nominated by the Board to serve as directors of the Company until the annual meeting of stockholders to be held in 2022 or until their successors are elected and duly 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 |
| Michael F. Devine, III | 23,953,949 | 503,459 | 1,220,928 |
| David A. Burwick | 24,421,248 | 36,160 | 1,220,928 |
| Nelson C. Chan | 24,421,195 | 36,213 | 1,220,928 |
| Cynthia (Cindy) L. Davis | 24,379,294 | 78,114 | 1,220,928 |
| Juan R. Figuereo | 24,397,438 | 59,970 | 1,220,928 |
| Maha S. Ibrahim | 24,420,234 | 37,174 | 1,220,928 |
| Victor Luis | 24,399,260 | 58,148 | 1,220,928 |
| Dave Powers | 24,421,068 | 36,340 | 1,220,928 |
| Lauri M. Shanahan | 24,122,884 | 334,524 | 1,220,928 |
| Bonita C. Stewart | 24,032,362 | 425,046 | 1,220,928 |
Ratification of the Appointment of KPMG LLP as Independent Registered Public Accounting Firm (Proposal No. 2)
The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2022, which covers the period from April 1, 2021 to March 31, 2022. The following sets forth the results of the voting with respect to this proposal:
| Shares Voted | ||
|---|---|---|
| For | Against | Abstentions |
| 24,817,839 | 825,154 | 35,343 |
Advisory Vote on Executive Compensation (Proposal No. 3)
The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as described in the Proxy Statement. The following sets forth the results of the voting with respect to this proposal:
| Shares Voted | |||
|---|---|---|---|
| For | Against | Abstentions | Broker Non-Votes |
| 24,038,107 | 359,947 | 59,354 | 1,220,928 |
No other matters were presented for consideration or stockholder action at the Annual Meeting.
| Item 7.01 | Regulation FD Disclosure. |
|---|
A copy of the press release announcing the departure of Mr. Spaly and appointment of Mr. Burwick as a director of the Company is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information provided under this Item 7.01, including Exhibit 99.1 attached hereto, 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.
| Item 8.01 | Other Events. |
|---|
Board Committee Composition
As discussed in the Proxy Statement, the Board refreshed the composition of its three standing committees effective as of the date of the Annual Meeting. The following sets forth the current committee composition:
| Committee | |||
|---|---|---|---|
| Name | Audit | Compensation | Corporate Governance |
| Michael F. Devine, III<br><br>Chairman of the Board | |||
| David A. Burwick | l | ||
| Nelson C. Chan | l | l | |
| Cynthia (Cindy) L. Davis | + | l | |
| Juan R. Figuereo | + | ||
| Maha S. Ibrahim | l | ||
| Victor Luis | l | ||
| Dave Powers | |||
| Lauri M. Shanahan | l | l | |
| Bonita C. Stewart | l | + |
+ Committee Chair
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Description. |
|---|---|
| 99.1 | Press Release, dated September 16, 2021. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 16, 2021 | |
|---|---|
| Deckers Outdoor Corporation | |
| /s/ Thomas Garcia | |
| Thomas Garcia, General Counsel |
Document
Deckers Brands Elects a New Independent Director
to its Board of Directors
Goleta, California (September 16, 2021) – Deckers Brands (NYSE: DECK), a global leader in designing, marketing and distributing innovative footwear, apparel and accessories, today announced the election of David A. Burwick to the Board of Directors. Mr. Burwick replaces Brian A. Spaly, who did not stand for reelection to the Board at the 2021 Annual Meeting of Stockholders.
“We are glad to welcome Dave to the Deckers Board,” said Mike Devine, Chairman of the Board. “He brings a wealth of experience to our team, including brand building marketing expertise helping establish iconic brands in competitive marketplaces, and driving growth in the consumer products space.”
Mr. Burwick has served on the board of directors of The Boston Beer Company, Inc. (NYSE: SAM) since May 2005 and was appointed as its president and chief executive officer in April 2018. Prior to that, he served as president and chief executive officer of Peet's Coffee & Tea, Inc., since December 2012. From April 2010 to December 2012, Mr. Burwick served as president, North America of WW International, Inc., formerly Weight Watchers International, Inc. Prior to that, he held numerous positions with PepsiCo, Inc., including chief marketing officer, PepsiCo Americas Beverages from August 2008 to August 2009; executive vice president, Marketing, Sales and R&D, PepsiCo International from April 2008 to July 2008; president, Pepsi-QTG Canada from January 2006 to March 2008; chief marketing officer, Pepsi-Cola North America from June 2002 to December 2005; and various marketing roles from 1989 to 2002. Mr. Burwick has extensive experience leading consumer products organizations. During his tenure as a director of The Boston Beer Company, Inc., he served as a member of its compensation committee including as chair from May 2006 to May 2013, and as a member of the nominating/governance committee including as chair since May 2013.
“I am thrilled to be joining the Deckers Board of Directors,” said Mr. Burwick. “Deckers is on an exciting path, with multiple brands strategically positioned to capture market share, and I look forward to working with the Board to support management’s vision for long-term value creation.”
This election coincides with Mr. Spaly not standing for reelection at the Annual Meeting. Mr. Spaly served as a member of the Deckers Board since 2018. “On behalf of our management team and the Board, I would like to thank Brian for his years of service to Deckers Brands,” said Mr. Devine. “We are grateful for his contributions to our organization and wish him the best of luck in all of his future endeavors.”
About Deckers Brands
Deckers Brands is a global leader in designing, marketing and distributing innovative footwear, apparel and accessories developed for both everyday casual lifestyle use and high performance activities. The Company’s portfolio of brands includes UGG®, Koolaburra®, HOKA ONE ONE®, Teva® and Sanuk®. Deckers Brands products are sold in more than 50 countries and territories through select department and specialty stores, Company-owned and operated retail stores, and select online stores, including Company-owned websites. Deckers Brands has over 40 years of history of building niche footwear brands into lifestyle market leaders attracting millions of loyal consumers globally. For more information, please visit www.deckers.com.
Forward-Looking Statements
This press release 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 strategic positioning of our brands and our ability to create long-term value for our stockholders. We have attempted to identify forward-looking statements by using words such as "anticipate," "believe," “could,” "estimate," "expected," "intend," "may," “plan,” “predict,” "project," "should," "will," or “would,” and similar expressions or the negative of these expressions.
Forward-looking statements represent our management’s current expectations and predictions about trends affecting our business and industry and are based on information available as of the time such statements are made. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy or completeness. Forward-looking statements involve numerous known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements predicted, assumed or implied by the forward-looking statements. Some of the risks and uncertainties that may cause our actual results to materially differ from those expressed or implied by these forward-looking statements are described in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2021, as well as in our Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission.
Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. Except as required by applicable law or the listing rules of the New York Stock Exchange, we expressly disclaim any intent or obligation to update any forward-looking statements, or to update the reasons actual results could differ materially from those expressed or implied by these forward-looking statements, whether to conform such statements to actual results or changes in our expectations, or as a result of the availability of new information.
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Investor Contact:
Erinn Kohler | VP, Investor Relations & Corporate Planning | Deckers Brands | 805.967.7611