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(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):
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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
iCommon Stock, par value $0.01 per share
iDECK
iNew
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 i☐
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 5.07
Submission
of Matters to a Vote of Security Holders.
On September 12, 2022, Deckers Outdoor Corporation (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live webcast at www.virtualshareholdermeeting.com/DECK2022, during which the Company's stockholders voted on three proposals. The Company had 26,531,046 shares of common stock outstanding on July 14, 2022, the record date for the Annual Meeting. At the Annual Meeting, 24,489,243 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 definitive proxy statement on Schedule 14A, which the Company filed with the Securities and Exchange Commission on July 25, 2022 (the “Proxy Statement”).
Election of Directors (Proposal No. 1)
The stockholders elected ten directors who were nominated by the Board of Directors
of the Company (the "Board") to serve as directors of the Company until the annual meeting of stockholders to be held in 2023 or until their successors are duly elected and qualified. The following sets forth the results of the voting with respect to each director nominee:
Shares Voted
Name of Candidate
For
Authority
Withheld
Broker Non-Votes
Michael F. Devine, III
23,149,422
116,214
1,223,607
David A. Burwick
23,248,659
16,977
1,223,607
Nelson C. Chan
23,098,138
167,498
1,223,607
Cynthia (Cindy) L. Davis
23,098,494
167,142
1,223,607
Juan
R. Figuereo
23,219,747
45,889
1,223,607
Maha S. Ibrahim
23,220,648
44,988
1,223,607
Victor Luis
23,230,386
35,250
1,223,607
Dave Powers
23,256,841
8,795
1,223,607
Lauri
M. Shanahan
22,746,929
518,707
1,223,607
Bonita C. Stewart
23,059,369
206,267
1,223,607
Ratification of the Appointment of KPMG LLP as Independent Registered Public Accounting Firm (Proposal No. 2)
The stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending March
31, 2023, which covers the period from April 1, 2022 to March 31, 2023. The following sets forth the results of the voting with respect to this proposal:
Shares Voted
For
Against
Abstentions
23,170,009
1,313,222
6,012
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
22,815,201
417,328
33,107
1,223,607
No other matters were presented for consideration or stockholder action at the Annual Meeting.
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.
