Annual General Meeting Transcript - DECK 2026-09-14

Cynthia (Cindy) L. Davis, Chairman

Good afternoon. On behalf of Decker's Outdoor Corporation, I would like to thank you for participating in our 2026 Annual Meeting of Stockholders. I'm Cindy Davis, Chair of the Board of Directors, and in accordance with the company's amended and restated bylaws, I will be presiding over this annual meeting. We are hosting this annual meeting virtually, allowing our stockholders around the world to attend and listen to the annual meeting live. submit questions, and vote through shares electronically. As chair of this annual meeting, I have set the agenda, as well as certain meeting procedures and rules of conduct, which you should be able to see on your screen. At this time, I would like to introduce our chief executive officer and president, Stefano Carati, who is also a director nominee for re-election at this annual meeting.

Stefano Caroti

Thank you, Cindy. I'd like to start by introducing the other members of our board of directors who are in attendance, Dave Burwick, Nelson Chan, Juan Figuereo, Patrick Grismer, Maha Ibrahim, Victor Luis, Lori Shinahan, and Bonita Members of management who are in attendance include Steve Fashing, our chief financial officer, Erin Kohler, our VP of investor relations, and Tom Garcia, chief administrative and legal officer, and corporate secretary, who will serve as the secretary of this annual Our inspector of election, Michael Dijelowski, is in attendance, as well as the representatives from our independent public accounting firm, KPMG LLP, and the representative from Stradling, our outside general counsel. It's 1.02 p.m., and in accordance with the notice of this annual meeting, I call the Decker's Outdoor Corporation 2026 Annual Meeting of Stockholders to order. I now call upon Mike to discuss some of the procedural matters in connection with this annual meeting.

Speaker 1

Thank you, Stefano. Meeting materials, including the proxy statement, were made available online via a notice of Internet Availability of Proxy Materials, or mailed on or about July 24, 2026, to all stockholders of record as of July 16, 2026, by Broadridge Financial Solutions. Broadridge has provided the company with an affidavit certifying the mailing. The number of shares of the company's common stock outstanding as of July 16, 2026 was 136,227,720. For the required quorum, the holders of a majority of the voting power of all the shares of the stock entitled to vote at this annual meeting must be present virtually or by proxy. The number of shares required to achieve a quorum at this annual meeting, therefore, is $68,113,861. From account of the shares present, virtually, or by proxies received by the company, it has been determined that we have a quorum for this annual meeting. I've been appointed as the Inspector of Elections and will tally the vote.

Cynthia (Cindy) L. Davis, Chairman

Thank you, Mike. Before acting upon the matter set forth in the notice of the meeting, please allow me to cover some procedural points. First, you are able to vote at any time during this meeting until we close the polls by clicking the Vote Here button on your screen. If you voted in advance of this meeting, you do not need to vote again unless you wish to change your earlier vote. Second, Second, should we experience any technical difficulties before the formal adjournment of this meeting, we will temporarily adjourn and reconvene in accordance with our bylaws. Third, during this meeting, each stockholder may submit up to two questions pertaining to the business of this meeting by using the question box on the screen, which we will address during our question and answer session. Please reference our meeting procedures and rule of conduct prior to submitting any questions. We will now proceed with the formal business of this meeting. I declare the polls open for each matter to be voted on at this meeting open today, September 14, 2026, at 104 p.m. You may vote until the polls are closed.

Stefano Caroti

Thank you, Cindy. Today we'll be voting on the three proposals described in the proxy statement. Voting will continue until after all three proposals have been presented. The first matter of business to be conducted is the proposal to elect the following 10 director nominees to serve on our board of directors until the annual meeting of stockholders to be held in 2027 until their respective successors have been duly elected and qualified or until their earlier death, resignation, or removal.

Stefano Caroti

Cynthia L. Davis David A. Berwick Stefano Carotti Nelson C. Chan Juan R. Figuereo Patrick J. Grismer Maha S. Ibrahim Victor Luis Lori M. Shanahan Bonita C. Stewart The board unanimously recommends a vote for each of the director nominees. We'll now move on to the second proposal.

Stefano Caroti

The second matter of business to be conducted is a proposal to ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal period from April 1st, 2026 through March 31st, 2027, which is our 2027 fiscal year. The board unanimously recommends a vote for this proposal. The third matter of business to be conducted is the proposal to approve, on a non-binding advisory basis, the compensation of our named executive officers. Our stockholders are being asked to approve the following advisory resolution. Result, that our stockholders approve, on a non-binding advisory basis, the compensation of our named executive officers, as described in the compensation discussion and analysis, the summary compensation table, and the related compensation tables, notes, and narrative discussion in the proxy statement for our 2026 annual meeting of stockholders. The Board unanimously recommends a vote for this proposal. I will now pause to allow for any additional votes through the meeting portal. Now that all three proposals have been presented, I declare that polls for each matter voted upon during this annual meeting closed at 1.07 p.m. today, September 14, 2026, and direct the Inspector of Election to tabulate the results.

Speaker 1

The Inspector of Election is counting the votes.

Stefano Caroti

We'll pause to review whether any questions pertaining to the business of this annual meeting have been submitted by stockholders, as there are no questions that pertain to the business of the meeting. We'll now report the results. Please note that the results are preliminary. I have been advised by the inspector of election that on the first proposal, a majority of the votes cast by the shares present virtually or represented by proxy and entitled to vote on the election of directors have been voted to elect each of the ten director nominees. On the second proposal, a majority of the ascending shares present virtually or represented by proxy and entitled to vote on the proposal have voted to ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2027. And on the third proposal, a majority of the outstanding shares present virtually or represented by proxy and entitled to vote on the proposal have voted to adopt the proposal approving on a non-binding advisory basis the compensation of our named executive officers as disclosed in the proxy statement. The inspector of election will furnish the secretary of the annual meeting with a written report of the vote count with respect to the matters voted on today. We intend to file a current report on Form 8K with the SEC to announce the final voting results of the proposals voted upon at this meeting.

Cynthia (Cindy) L. Davis, Chairman

This concludes the formal business of the annual meeting. This meeting is adjourned. Thank you again for your time today and for your continued support of Decker's Outdoor Corporation.

Speaker 1

The meeting has now concluded. Thank you for joining and have a pleasant day.