<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
DECKERS OUTDOOR CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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<PAGE> 2
DECKERS OUTDOOR CORPORATION
April 14, 2000
Dear Stockholder:
We cordially invite you to attend our 2000 Annual Meeting of Stockholders
to be held at 5:00 p.m. on Wednesday, May 24, 2000 at Deckers Outdoor
Corporation, 495-A South Fairview Avenue, Goleta, California 93117. Enclosed are
the Notice of Annual Meeting, Proxy Statement and a Proxy Card relating to the
Annual Meeting which we urge you to read carefully. Also enclosed is the
Company's 1999 Annual Report to Stockholders on Form 10-K. Whether or not you
expect to attend the Annual Meeting, please sign and date the enclosed Proxy
Card and return it as promptly as possible to ensure that your shares will be
voted. Properly executed Proxy Cards received by the Company prior to the Annual
Meeting will be voted in accordance with the instructions indicated in such
cards. Because mail delays occur frequently, it is important that the enclosed
Proxy Card be returned well in advance of the meeting.
ON BEHALF OF YOUR
BOARD OF DIRECTORS
DOUGLAS B. OTTO
Chairman of the Board and
Chief Executive Officer
<PAGE> 3
DECKERS OUTDOOR CORPORATION
495-A SOUTH FAIRVIEW AVENUE, GOLETA, CALIFORNIA 93117
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 2000
TO THE STOCKHOLDERS OF
DECKERS OUTDOOR CORPORATION
Notice is hereby given that the Annual Meeting of Stockholders (the "Annual
Meeting") of Deckers Outdoor Corporation, a Delaware corporation (the
"Company"), will be held at Deckers Outdoor Corporation, 495-A South Fairview
Avenue, Goleta, California 93117, on Wednesday, May 24, 2000, beginning at 5:00
p.m., local time. The Annual Meeting will be held for the following purposes:
1. To approve an amendment to the Company's 1995 Employee Stock
Purchase Plan (the "Plan") to (a) increase the number of shares of Common
Stock reserved for issuance thereunder by 200,000 shares to an aggregate of
300,000 shares, and (b) extend the duration of the Plan for a period of
five years for a total duration of ten years.
2. To ratify the selection of KPMG LLP as the Company's independent
auditors.
3. To transact such other business as may properly come before the
meeting or any postponements or adjournments thereof.
The Board of Directors has fixed March 31, 2000 as the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting and any postponements or adjournments thereof, and only stockholders of
record at the close of business on that date are entitled to such notice and to
vote at the Annual Meeting.
A list of stockholders entitled to vote at the Annual Meeting will be
available at the offices of the Company for ten (10) days prior to the Annual
Meeting.
We hope that you will use this opportunity to take an active part in the
affairs of the Company by voting on the business to come before the Annual
Meeting either by executing and returning the enclosed Proxy Card or by casting
your vote in person at the Annual Meeting.
STOCKHOLDERS UNABLE TO ATTEND THE ANNUAL MEETING IN PERSON ARE REQUESTED TO
DATE AND SIGN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. A STAMPED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. IF A STOCKHOLDER RECEIVES MORE THAN
ONE PROXY CARD BECAUSE HE OR SHE OWNS SHARES REGISTERED IN DIFFERENT NAMES OR
ADDRESSES, EACH PROXY CARD SHOULD BE COMPLETED AND RETURNED.
BY ORDER OF THE BOARD OF DIRECTORS
DOUGLAS B. OTTO
Chairman of the Board and
Chief Executive Officer
Goleta, California
April 14, 2000
<PAGE> 4
DECKERS OUTDOOR CORPORATION
495-A SOUTH FAIRVIEW AVENUE
GOLETA, CALIFORNIA 93117
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 2000
-------------------------
PROXY STATEMENT
-------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Deckers Outdoor Corporation, a Delaware
corporation (the "Company"), for use at the Annual Meeting of Stockholders (the
"Annual Meeting") to be held at 5:00 p.m., local time, on May 24, 2000, at
Deckers Outdoor Corporation, 495-A South Fairview Avenue, Goleta, California
93117, and any postponements or adjournments thereof for the purposes set forth
in the accompanying Notice of Annual Meeting. This Proxy Statement and the
accompanying Form of Proxy were first mailed to stockholders on or about April
14, 2000.
RECORD DATE AND VOTING
March 31, 2000 has been fixed as the record date (the "Record Date") for
the determination of stockholders entitled to notice of and to vote at the
Annual Meeting, and any postponements or adjournments thereof. As of March 31,
2000, there were outstanding 9,082,535 shares of the Company's common stock, par
value $.01 per share (the "Common Stock"). No shares of the Company's preferred
stock, par value $.01 per share, were outstanding as of that date. A majority of
the shares of Common Stock entitled to vote, present in person or represented by
proxy, will constitute a quorum at the meeting.
Each share of Common Stock issued and outstanding on the Record Date is
entitled to one vote on any matter presented for consideration and action by the
stockholders at the Annual Meeting. With respect to all matters, including the
approval of the proposal to amend the Plan, the affirmative vote of a majority
of shares of the Company's Common Stock present in person or represented by
proxy at the meeting and entitled to vote on the subject matter will be the act
of the stockholders. Unless otherwise instructed, proxies solicited by the
Company will be voted "FOR" the proposal to increase the number of shares of
Common Stock reserved for issuance pursuant to the Plan and extend the duration
of the Plan, "FOR" the ratification of the selection of KPMG LLP as the
Company's independent auditors, and in their discretion upon such other business
as may properly come before such meeting or any and all postponements or
adjournments thereof.
With respect to brokers who are members of the New York Stock Exchange, the
New York Stock Exchange Rules ("NYSE Rules") generally require that when shares
are registered in street or nominee name, its member brokers must receive
specific instructions from the beneficial owners in order to vote on certain
proposals. However, the NYSE Rules do not require specific instructions in order
for a broker to vote on the amendment of the Plan and on ratification of the
selection of the Company's independent auditors. If a member broker indicates on
the proxy that such broker does not have discretionary authority as to certain
shares to vote on any proposal that does require specific instructions, those
shares will not be considered as present and entitled to vote with respect to
that matter. Pursuant to Delaware law, a broker non-vote will not be treated as
present or voting in person or by proxy on the proposal.
A stockholder giving a proxy has the power to revoke it at any time before
it is exercised by giving written notice of revocation to the Secretary of the
Company, by executing a subsequent proxy, or by attending the Annual Meeting and
voting in person. Subject to any such revocation, all shares represented by
properly executed proxies will be voted in accordance with the specifications on
the enclosed proxy card.
1
<PAGE> 5
DIRECTORS
The Company's By-Laws state that the Board of Directors shall consist of
not less than one nor more than seven members. The specific number of Board
members within this range is established by the Board of Directors and is
currently set at four. The Company's Certificate of Incorporation provides that
the Board shall be classified into three classes of directors, which classes
serve staggered three-year terms. The Board currently consists of two Class II
directors and two Class III directors. The current term of each Class II
director expires at the Annual Meeting of Stockholders to be held in 2001 and
the current term of each Class III director expires at the Annual Meeting of
Stockholders to be held in 2003. There are currently no Class I directors and no
directors proposed for election because the Company's two Class I directors,
both of whom were former executive officers of the Company, resigned during 1999
and were not replaced by the Board of Directors.
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<PAGE> 6
MANAGEMENT
The directors and executive officers of the Company are set forth below.
The following table includes information with respect to each director and
executive officer of the Company.
<TABLE>
<CAPTION>
CLASS OF
NAME AGE POSITION DIRECTOR
---- --- -------- --------
<S> <C> <C> <C>
Douglas B. Otto................... 48 Chairman of the Board and Chief Executive III
Officer
Peter C. Benjamin................. 56 President and Chief Operating Officer
M. Scott Ash...................... 35 Chief Financial Officer and Assistant
Secretary
Jean-Luc Derclaye................. 55 Executive Vice President, Vice
President-Brand Development and Managing
Director-European Operations
Patrick C. Devaney................ 45 Senior Vice President and Vice
President-Global Sourcing, Production and
Development
Gene E. Burleson.................. 59 Director III
Rex A. Licklider.................. 57 Director II
Karl F. Lopker.................... 48 Director II
Joseph E. Nida.................... 60 Secretary
</TABLE>
Douglas B. Otto, co-founder of the Company in 1973, has served as an
executive officer since that time and as Chairman of the Board and Chief
Executive Officer since 1982. He has also served as President from March 1999
through February 2000 and from 1982 through May 1998, and served as Chief
Financial Officer from June 1990 through December 1992.
Peter C. Benjamin has been President since March 2000, Chief Operating
Officer since March 1999, Managing Director of Deckers Japan, Inc., the
Company's subsidiary responsible for distribution of the Company's products
throughout Japan, since July 1997, and served as a Vice President from March
1999 through March 2000. Mr. Benjamin has been President since 1993 of Pacific
Resources Holding, Inc., an agency for the Japanese outdoor market. Previously,
he was Chief Operating Officer for The North Face, Inc. from March 1992 to March
1993 and was a Vice President of Odyssey USA, Inc., from January 1991 to March
1992.
M. Scott Ash has been Chief Financial Officer since January 1997, Assistant
Secretary since December 1999 and was Secretary from March 1999 to December
1999. Prior to such time, Mr. Ash served as Controller of the Company, beginning
in January 1993. Prior to joining the Company, he was employed by Dole Food
Company, Inc. from August 1992 to January 1993 as Manager of Corporate
Reporting. Previously, he was a Senior Manager at KPMG LLP where he was employed
from September 1986 to August 1992. Mr. Ash is a Certified Public Accountant.
Jean-Luc Derclaye has been the Company's Executive Vice President since
March 2000 and joined Deckers in May 1999 as Vice President of Business
Development and Managing Director of Deckers Europe. From 1995 to May 1999, Mr.
Derclaye was retired to focus on his personal investments. Previously, Mr.
Derclaye was Chairman of Derwell, a Hong Kong sourcing company from 1994 to
1995, Managing Director of The North Face -- Europe from 1990 to 1994 and
President and Chief Executive Officer of The North Face USA in 1993. Mr.
Derclaye holds an MBA from Harvard Business School.
Patrick C. Devaney has been the Company's Senior Vice President since March
2000 and served as Vice President -- Global Sourcing, Production and Development
since November 1997. Prior to joining the Company, Mr. Devaney was employed by
Mizuno USA where he was Director of Global Footwear from February 1990 to June
1997 and was a Global Product/Marketing Manager for Reebok International from
1985 to December 1989.
Gene E. Burleson has been a Director of the Company since September 1993.
Mr. Burleson is currently Chairman of Mariner Post-Acute Network, Inc. and a
Director of Alterra Healthcare Corporation and THCG, Inc. From February 1997 to
August 1997, Mr. Burleson was Chief Executive Officer and a Director of
3
<PAGE> 7
Vitalink Pharmacy Services, Inc., a provider of pharmacy services to nursing
facilities. From October 1989 to February 1997, Mr. Burleson was employed by
GranCare, Inc., a provider of routine and specialty medical care and
rehabilitative services, where he served as Chief Executive Officer and Chairman
of the Board.
Rex A. Licklider has been a Director of the Company since September 1993.
From 1975 until February 1992, Mr. Licklider served as Chairman of the Board and
Chief Executive Officer of Com Systems, Inc., a long distance telecommunications
company. From February 1992 to January 1993, Mr. Licklider was Chairman of the
Board of Resurgens Communications Group, with whom Com Systems, Inc. had merged.
He has been Co-CEO of The Sports Club Company since December 1999 and Vice
Chairman since 1994. Mr. Licklider is a founder and Partner of Pentium
Investments, Inc. and a Director of The Sports Club Company.
Karl F. Lopker has been a Director of the Company since May 1995 and was
originally a co-founder of the Company in 1973. Since 1979, Mr. Lopker has been
Chief Executive Officer and a Director of QAD Inc., a developer and marketer of
computer software.
Joseph E. Nida has been Secretary of the Company since December 1999. Mr.
Nida has been Chairman of the law firm of Nida & Maloney, LLP, the Company's
outside general counsel, since its formation in 1994. Mr. Nida also acts as
Corporate Secretary for two other NASDAQ-NMS companies, QAD Inc. and Miravant
Medical Technologies.
For information concerning beneficial ownership of Common Stock by
directors and executive officers, see "Security Ownership of Certain Beneficial
Owners and Management" below.
CERTAIN RELATIONSHIPS
On April 18, 1997, in order to increase the equity interest in the Company
of Diana M. Wilson, who was then President and Chief Operating Officer, the
Company made a loan to Ms. Wilson evidenced by a $624,000 note to enable her to
purchase 100,000 shares of the Company's Common Stock at the fair market value
on that date. The note bears interest at 6.39%, is secured by the stock so
acquired and is due April 18, 2002. Ms. Wilson resigned from the Company in
March 1999. The largest aggregate amount of indebtedness outstanding at any time
during 1999 was $739,346, including accrued interest of $115,346. As of February
29, 2000, the balance outstanding was $747,220, including accrued interest of
$123,220. No payments have been made on the note to date.
Nida & Maloney LLP, a law firm of which Mr. Joseph E. Nida is Chairman and
a Partner, provides legal services to the Company as its outside general
counsel. In 1999, the Company incurred $175,025 for services rendered by Nida &
Maloney LLP.
INFORMATION ABOUT THE BOARD OF DIRECTORS AND
COMMITTEES OF THE BOARD OF DIRECTORS
COMMITTEES OF THE BOARD
Audit Committee -- The Board has a standing Audit Committee that reviews
the audit and control functions of the Company, the Company's accounting
principles, policies and practices and financial reporting, the scope of the
audit conducted by the Company's auditors, the fees and all non-audit services
of the independent auditors and the independent auditors' opinion and letter of
comment to management and management's response thereto. The committee met three
times during 1999. At the date of this Proxy Statement. Mr. Licklider was
Chairman of the Audit Committee and the committee was comprised of Messrs.
Burleson, Licklider, and Lopker.
Compensation Committee -- The Board has a Compensation Committee (the
"Compensation Committee") that reviews and recommends to the Board the salaries,
bonuses and prerequisites of the Company's executive officers. The Compensation
Committee also reviews and recommends to the Board any new compensation or
retirement plans and administers the Company's 1993 Employee Stock Incentive
Plan (the
4
<PAGE> 8
"1993 Plan") and the Company's 1995 Employee Stock Purchase Plan (the "1995
Plan"). The committee met four times during 1999. At the date of this Proxy
Statement. Mr. Burleson was Chairman of the Compensation Committee and the
committee was comprised of Messrs. Burleson, Licklider and Lopker.
DIRECTOR ATTENDANCE
In 1999, the Company held four meetings of the Board of Directors. During
1999, all of the directors attended at least 75% of the aggregate of the
meetings of the Board and of the committees of which they were members, except
that Mr. Licklider attended 73% of the aggregate of the meetings.
DIRECTOR COMPENSATION
Standard Compensation -- Directors who are not employees of the Company or
its subsidiaries ("Nonemployee Directors") receive an annual retainer to be paid
as follows: $11,000 in cash, or, at the option of a Nonemployee Director,
exercised ten days prior to the start of each year, in Common Stock of the
Company at a 20% discount off the price of the shares at the closing price at
the beginning of the year; and 2,000 shares of the Common Stock of the Company
per year. On January 1, 1999 and every three years thereafter, the Board sets
the number of shares for the following three years. For 1999 through 2001, the
Board reaffirmed the terms above, except that the annual 2,000 shares awards per
year for both 1999 and 2000 were issued and fully vested effective January 1,
1999. Additionally, Nonemployee Directors receive $1,500 for each meeting of the
Board and $1,000 for each separately scheduled committee meeting that they
attend plus reimbursement of any expenses they may incur with respect to such
meetings. Committee Chairmen receive additional annual retainer fees of $4,000.
Directors who are employees of the Company or its subsidiaries serve as
directors without compensation.
Stock Options -- Nonemployee Directors receive additional compensation in
the form of stock options granted automatically under the 1993 Plan. Upon their
initial election to the Board of Directors, Nonemployee Directors automatically
receive options to purchase 10,000 shares of Common Stock. Such options vest in
annual one-third installments, with the first such installment vesting on the
first anniversary of the date of grant of such option. In addition, beginning on
the fourth annual meeting of stockholders after a Nonemployee Director is first
elected, such Nonemployee Director will automatically be granted each year
options to purchase 2,000 shares of Common Stock. Such additional options will
be fully vested and exercisable at the time of grant. All options granted to
Nonemployee Directors have an exercise price equal to the fair market value of
the shares on the date they are granted.
In February 2000, an independent committee of the Board of Directors,
consisting of Mr. Otto, granted to each of the three Non-employee Directors an
additional option to purchase 20,000 shares of Common Stock. These options have
an exercise price equal to the fair market value of the shares on the date of
grant and vest over a three year period.
5
<PAGE> 9
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth for the years ended December 31, 1999, 1998
and 1997, the reportable compensation paid or awarded to the Chief Executive
Officer and to each of the four other most highly compensated executive officers
of the Company who were executive officers of the Company at December 31, 1999
and received compensation in excess of $100,000 in such year (the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-------------
ANNUAL COMPENSATION SECURITIES
---------------------------------- UNDERLYING
OTHER ANNUAL OPTIONS/SARS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (#) COMPENSATION
--------------------------- ---- ------ ----- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Douglas B. Otto................ 1999 $275,000 $ -- -- 25,000 $113,000(1)
Chief Executive Officer 1998 275,000 -- -- 180,000 116,000(1)
1997 275,000 250,000 -- -- 120,000(1)
Peter C. Benjamin(4)........... 1999 160,000 144,000 -- 155,000 13,000(2)
President and Chief Operating
Officer
M. Scott Ash................... 1999 113,000 17,000 -- 25,000 --
Chief Financial Officer 1998 112,000 32,000 -- 35,000 --
1997 103,000 32,000 -- 20,000 --
Jean-Luc Derclaye(4)........... 1999 77,000 40,000 -- 80,000 --
Executive Vice President,
Vice President-Brand
Development and Managing
Director-European Operations
Patrick C. Devaney(4).......... 1999 113,000 17,000 -- 25,000 --
Senior Vice President and 1998 116,000 31,000 -- 45,000 8,000(3)
Vice President-Global
Sourcing, Production and
Development
</TABLE>
- ---------------
(1) In 1997, the Company entered into a split-dollar life insurance agreement
with a trust established by Douglas B. Otto, pursuant to which the Company
and the trust will share in the premium costs of life insurance policies
that pay cumulative death benefits upon the death of Mr. Otto. The portion
of the premium equal to the value of the economic benefit is paid by the
trust, with the Company paying the remainder of the premiums. The amounts
above, $113,000 in 1999, $116,000 in 1998 and $120,000 in 1997, reflect the
present value of the economic benefit to Mr. Otto of the portion of the
premium paid by the Company in 1999, 1998 and 1997, respectively. Upon
surrender of the policy or payment of the death benefits thereunder, the
Company is entitled to repayment of an amount equal to the cumulative
payments previously paid by the Company.
(2) In connection with Mr. Benjamin's acceptance of the Chief Operating Officer
position in March 1999, the Company reimbursed him for $13,000 of relocation
costs in 1999.
(3) In connection with Mr. Devaney's acceptance of employment, the Company
reimbursed him for $8,000 of relocation costs in 1998.
(4) At December 31, 1999, Mr. Benjamin was Chief Operating Officer, Mr. Derclaye
was Vice President-Brand Development and Managing Director-European
Operations and Mr. Devaney was Vice President-Global Sourcing, Production
and Development. In addition to these positions, in February 2000, Mr.
Benjamin was promoted to President, Mr. Derclaye was promoted to Executive
Vice President and Mr. Devaney was promoted to Senior Vice President.
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<PAGE> 10
The following table sets forth information with respect to options to
purchase shares of the Company's Common Stock granted in 1999 to the Named
Executive Officers.
STOCK OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
OPTIONS RATES OF STOCK
GRANTED APPRECIATION FOR
TO EXERCISE OPTION TERM(1)
OPTIONS EMPLOYEES PRICE EXPIRATION ---------------------
NAME GRANTED(#) IN 1999 (PER SHARE) DATE 5% 10%
---- ---------- ---------- ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Douglas B. Otto................. 25,000 4.8% $3.125 12-10-2009 $ 49,000 $125,000
Peter C. Benjamin............... 130,000 24.7% 2.125 03-19-2009 174,000 440,000
25,000 4.8% 3.125 12-10-2009 49,000 125,000
M. Scott Ash.................... 25,000 4.8% 3.125 12-10-2009 49,000 125,000
Jean-Luc Derclaye............... 40,000 7.6% 2.000 4-16-2009 50,000 127,000
40,000 7.6% 3.125 12-10-2009 79,000 199,000
Patrick C. Devaney.............. 25,000 4.8% 3.125 12-10-2009 49,000 125,000
</TABLE>
- ---------------
(1) The 5% and 10% assumed rates of appreciation are specified under the rules
of the Securities and Exchange Commission and do not represent the Company's
estimate or projection of the future Common Stock price.
The following table sets forth, for the Named Executive Officers,
information with respect to options exercised, unexercised options and year-end
option values, in each case with respect to options to purchase shares of the
Company's Common Stock.
AGGREGATED OPTION EXERCISES IN 1999 AND
1999 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1999(#) DECEMBER 31, 1999
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Douglas B. Otto.............. -- $ -- 65,000 140,000 $42,480 $95,580
Peter C. Benjamin............ -- -- 41,500 148,500 24,151 78,019
M. Scott Ash................. -- -- 37,500 52,500 11,151 26,019
Jean-Luc Derclaye............ -- -- 16,000 64,000 5,000 20,000
Patrick C. Devaney........... -- -- 25,500 54,500 11,151 26,019
</TABLE>
EMPLOYMENT AGREEMENTS
Effective January 1992, Douglas B. Otto entered into a five-year employment
agreement with the Company, which was subsequently extended through 2001. His
employment agreement provides for an annual salary of $260,000, with annual cost
of living increases and a bonus of up to $500,000 per year, determined by the
Compensation Committee, based upon the operating results of the Company. In the
event Mr. Otto's employment agreement is terminated for any reason, including
"For Cause" as defined therein, Mr. Otto will receive an annual payment of
$260,000 and his existing employee benefits for five years from the date of
termination. After any termination of employment, Mr. Otto may not compete with
the Company for one year in the United States (except in Montana and Wyoming).
The Company may not terminate his employment agreement except "For Cause."
In March 1999, Peter C. Benjamin entered into an employment agreement with
the Company through December 31, 2000. The agreement provides for a base salary
of $180,000 for each of 1999 and 2000, a $60,000 guaranteed bonus for 1999 and a
potential bonus of up to $180,000 for 2000. Mr. Benjamin is also entitled to an
additional bonus up to $50,000 for fiscal 2000 based on achievement of earnings
targets in 2000. For 1999, Mr. Benjamin was entitled to, and received, a bonus
related to the financial performance of Deckers
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<PAGE> 11
Japan. In connection with his employment agreement, Mr. Benjamin was granted an
option to purchase 130,000 shares of the Company's common stock at an exercise
price of $2.13, the fair market value of the Company's common stock on the date
of grant. This option vests over a four year period. In the event that
termination of employment occurs for reasons other than: (1) cause, or (2)
voluntary termination, he will receive six months' severance plus committed
incentives. In the event that there is a change of control and termination, or
constructive termination, Mr. Benjamin will receive twelve months of severance,
including minimum guarantees, plus the acceleration of vesting of all stock
options.
The other officers of the Company do not have employment agreements with
the Company and serve at the pleasure of the Board.
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") of the Board of Directors,
consisting entirely of directors who have never served as officers or employees
of the Company or any of its subsidiaries, except for Mr. Lopker who was
formerly the President of the Company from 1976 to 1982, determines and
administers the compensation of the Company's executive officers. Set forth
below are the principal factors underlying the Committee's philosophy used in
setting compensation.
Compensation Philosophy -- At the direction of the Board of Directors, the
Committee endeavors to ensure that the compensation programs for executive
officers of the Company and its subsidiaries are competitive and consistent in
order to attract and retain key executives critical to the Company's long-term
success. The Committee believes that the Company's overall financial performance
should be an important factor in the total compensation of executive officers.
At the executive officer level, the Committee has a policy that a significant
proportion of potential total compensation should consist of variable,
performance-based components, such as stock options, stock awards and bonuses,
which can increase or decrease to reflect changes in corporate and individual
performance. These incentive compensation programs are intended to reinforce
management's commitment to enhancement of profitability and stockholder value.
The Committee takes into account various qualitative and quantitative
indicators of corporate and individual performance in determining the level and
composition of compensation for the chief executive officer and other executive
officers. While the Committee considers such corporate performance measures as
net sales, net income and earnings per share, the Committee does not apply any
specific quantitative formula in making compensation decisions. The Committee
also appreciates the importance of achievements that may be difficult to
quantify, and accordingly recognizes qualitative factors, such as successful
supervision of major corporate projects, demonstrated leadership ability and
contributions to industry and community development. For 1999, the most
important qualitative factors in determining incentive compensation awards to
executive officers were the Committee's assessments of their contributions to
the Company's stockholder value, sales, net earnings per share, improvements and
efficiencies in operations, and the Company's attainment of the Teva license.
The Committee also evaluates the total compensation of the Company's chief
executive officer and other executive officers in light of information regarding
the compensation practices and corporate financial performance of similar
companies in the Company's industry. However, the Committee does not target a
specific percentile range within the peer group compensation structure in
determining compensation for executive officers. From time to time, the
Committee also receives assessments and advice regarding the Company's
compensation practices from independent compensation consultants.
Relationship of Performance to Compensation -- Compensation that may be
earned by the executive officers in any fiscal year consists of base salary,
cash bonus and stock options. Salaries are reviewed periodically and adjusted as
warranted to reflect sustained individual performance. The Committee focuses
primarily on total annual compensation, including incentive awards and cash
bonuses, rather than base salary alone, as the appropriate measure of executive
officer performance and contribution.
8
<PAGE> 12
The executive officers receive incentive compensation awards based on
individual goals and milestones established for each officer at the beginning of
each year and other factors as determined by the Committee. Such officers
receive compensation for the subsequent attainment of these goals.
The 1993 Employee Stock Incentive Plan (the "1993 Plan") authorizes the
Committee to make grants and awards of stock options, stock appreciation rights,
restricted stock and other stock-based awards. The Committee grants stock
options to executive officers, as well as other employees and consultants of the
Company and its subsidiaries below the executive officer level. Executive
officers are eligible to receive stock option grants, which the Committee
approves from time to time as it deems appropriate.
In approving grants and awards under the 1993 Plan, the quantitative and
qualitative factors and industry comparisons outlined above will be considered.
The number of options previously awarded to and held by executive officers is
reviewed but is not an important factor in determining the size of current
option grants.
To the extent readily determinable and as one of the factors in its
consideration of compensation matters, the Committee considers the anticipated
tax treatment to the Company and to the executives of various payments and
benefits. Some types of compensation payments and their deductibility (e.g., the
spread of exercise of non-qualified options) depend upon the timing of an
executive's vesting or exercise of previously granted rights. Further,
interpretations of and changes in the tax laws and other factors beyond the
Committee's control also affect the deductibility of compensation.
Chief Executive Officer Compensation -- Douglas B. Otto entered into a five
year employment agreement, effective January 1992, and subsequently extended
through 2001. His employment agreement provides for an annual salary of
$260,000, with annual cost of living increases, and provides for a bonus of up
to $500,000 per year, determined by the Compensation Committee, based upon a
combination of factors including the Company's common stock price and the
operating results of the Company.
For 1999, Mr. Otto and the Company agreed to forego his entire 1999
potential cash bonus of $500,000 in exchange for an option for 130,000 shares of
common stock. The stock option was granted in December 1998 at fair market value
on the date of grant, vests over a four year period and expires in 2008. The
Company's other executive officers also each agreed to forego the majority of
their 1999 bonuses in exchange for 35,000 shares of common stock each on similar
terms.
In December 1999, the Committee established the compensation of the
Company's Chief Executive Officer and its other executive officers for fiscal
year 2000. In each case, the Committee's decision was based upon the principles
and procedures outlined above. In recognition of his achievements in 1999, the
committee awarded Mr. Otto a stock option for 25,000 shares in December 1999 on
terms similar to those in the preceding paragraph.
COMPENSATION COMMITTEE
Gene E. Burleson
Rex A. Licklider
Karl F. Lopker
The Report of the Compensation Committee on Executive Compensation shall
not be deemed incorporated by reference by any general statement incorporating
by reference this proxy statement into any filing under the Securities Act of
1933 or under the Securities Exchange Act of 1934, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such acts.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As of the date of this Proxy Statement, the members of the Compensation
Committee were Messrs. Burleson, Licklider and Lopker, none of whom was an
officer or employee of the Company or any of its subsidiaries during fiscal year
1999 or is a former officer or employee of the Company or any of its
subsidiaries, except for Mr. Lopker who was formerly the President of the
Company from 1976 to 1982.
9
<PAGE> 13
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the percentage change in the
cumulative total stockholder return on the Company's Common Stock against the
cumulative total return of the Nasdaq Composite Index and a peer group index for
the five-year period commencing December 31, 1994 and ending December 31, 1999.
The data represented below assumes $100 invested in each of the Company's Common
Stock, the Nasdaq Composite Index and the peer group index on December 31, 1994.
The stock performance graph shall not be deemed incorporated by reference by any
general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under either
of such Acts.
COMPARISON OF TOTAL RETURN (ASSUMING DIVIDEND REINVESTMENT)
<TABLE>
<CAPTION>
DECKERS OUTDOOR
CORPORATION NASDAQ COMPOSITE ATHLETIC SHOE COMPOSITE
--------------- ---------------- -----------------------
<S> <C> <C> <C>
December 31, 1994 100.0 100.0 100.0
December 31, 1995 46.0 129.7 134.4
December 31, 1996 55.0 161.2 214.2
December 31, 1997 60.0 197.2 151.0
December 31, 1998 17.5 278.1 130.6
December 31, 1999 21.0 490.5 157.4
</TABLE>
* Athletic Shoe Composite peer group index consisting of Saucony Inc., K-Swiss,
Nike Inc., Reebok International Ltd., Rocky Shoes & Boots, Inc., The Stride
Rite Corporation, The Timberland Company, Vans Inc., Wolverine World Wide
Inc., Fila Holding SPA, and Kenneth Cole Productions.
10
<PAGE> 14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following security ownership information is set forth, as of February
29, 2000, with respect to certain persons or groups known to the Company to be
beneficial owners of more than 5% of the Company's outstanding Common Stock and
with respect to each director of the Company, each of the Named Executive
Officers, and all current directors, nominees and executive officers as a group
(nine persons). Other than as set forth below, the Company is not aware of any
other person who may be deemed to be a beneficial owner of more than 5% of the
Company's Common Stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP(2),(5) PERCENT OF CLASS
------------------- --------------------------- ----------------
<S> <C> <C>
Douglas B. Otto(3)............................. 3,347,450 36.7%
Peter C. Benjamin.............................. 82,600 *
M. Scott Ash................................... 39,500 *
Jean-Luc Derclaye(8)........................... 238,000 2.6%
Patrick C. Devaney............................. 27,500 *
Gene E. Burleson............................... 90,849 1.0%
Rex A. Licklider(4)............................ 240,958 2.7%
Karl F. Lopker................................. 38,749 *
Dimensional Fund Advisors, Inc.(6)............. 492,700 5.4%
Mark Thatcher(7)............................... 478,473 5.2%
All directors and executive officers as a group
(nine persons)............................... 4,450,206 47.8%
</TABLE>
- ---------------
(1) The address of each beneficial owner is 495-A South Fairview Avenue, Goleta,
California 93117, unless otherwise noted.
(2) Unless otherwise noted, sole voting and dispositive power are possessed with
respect to all shares of Common Stock owned.
(3) Includes (a) 2,590,750 shares held by the Douglas B. Otto Trust as to which
Mr. Otto has sole voting and investment power, (b) 283,750 shares held as
trustee for the Tiffany Jade Otto Trust, of which Mr. Otto has sole voting
and investment power, (c) 283,750 shares held as trustee for the Ty Dylan
Bard Otto Trust, of which Mr. Otto has sole voting and investment power, (d)
64,200 shares held by the Edgecliff Foundation, a charitable foundation
formed by Mr. Otto, of which Mr. Otto is the Chairman of the Board of
Directors, and (e) 60,000 shares held by Mr. Otto's wife. Mr. Otto disclaims
ownership of the shares held by his wife.
(4) Includes 226,674 shares held by the Licklider Living Trust as to which Mr.
Licklider has joint voting and investment power.
(5) Includes shares under stock options that are presently exercisable or are
exercisable within 60 days for the following: Douglas B. Otto -- 65,000;
Peter C. Benjamin -- 67,500; M. Scott Ash -- 39,500; Jean-Luc
Derclaye -- 24,000; Patrick C. Devaney -- 27,500; Gene E. Burleson -- 4,000;
Rex A. Licklider -- 4,000; Karl F. Lopker -- 10,000; and all directors and
executive officers as a group -- 248,600.
(6) This information is based solely on a Schedule 13G filed by Dimensional Fund
Advisors, Inc. on February 3, 2000. The fund's address is 1299 Ocean Ave.,
11th Floor, Santa Monica, California 90401.
(7) Includes (a) 428,473 shares and (b) 50,000 stock options that are presently
exercisable, the total of which were issued in connection with the Teva
License Agreement dated June 7, 1999. Mr. Thatcher's address is: P.O. Box
968, Flagstaff, Arizona 86002.
(8) Includes 214,000 shares held by a foreign corporation as to which Mr.
Derclaye has joint voting and investment power.
* Percentage of shares beneficially owned does not exceed 1% of the class so
owned.
11
<PAGE> 15
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors, executive officers and persons who own more
than 10% of the Common Stock (collectively "Section 16 Persons") to file initial
reports of ownership (Forms 3) and reports of changes in ownership of Common
Stock (Forms 4 and Forms 5) with the Securities and Exchange Commission as well
as the Company.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and representations from each Section 16 Person
known to the Company that no other reports were required, during the fiscal year
ended December 31, 1999, all Section 16(a) filing requirements applicable to its
Section 16 Persons were complied with except that Peter Benjamin filed a Form 4
on September 10, 1999, which was due on June 10, 1999 and filed a Form 4 on
April 7, 2000, which was due September 10, 1999; Diana Wilson filed a Form 4 on
September 7, 1999 which was due May 10, 1999, Jean-Luc Derclaye filed a Form 3
and Form 5 on February 11, 2000 for all 1999 transactions; Rex Licklider and
Karl Lopker filed Form 5's on February 11, 2000 for transactions reportable on
Form 4's in 1999; Gene Burleson filed a Form 5 on February 11, 2000 and filed a
Form 4 on April 7, 2000 for transaction reportable on Form 4's in 1999; Joseph
Nida filed a Form 3 on April 7, 2000, which was due December 20, 1999; and
Ronald Page, Robert Beatty and William Hovis filed Form 5's on April 7, 2000 for
transactions reportable on Form 4's in 1999.
12
<PAGE> 16
PROPOSAL NO. 1
APPROVAL OF 1995 EMPLOYEE
STOCK PURCHASE PLAN, AS AMENDED
In August 1995, the Company adopted the 1995 Employee Stock Purchase Plan
(the "Plan") which provides employees of the Company an opportunity and
incentive to acquire a proprietary ownership interest in the Company through the
purchase of the Company's common stock. It is the intention of the Company to
have the Plan qualify as an Employee Stock Purchase Plan under Section 423 of
the Internal Revenue Code of 1986, as amended. Accordingly, the provisions of
the Plan are to be construed to extend and limit participation consistent with
requirements of Section 423. The Plan is administered by the Compensation
Committee of the Board of Directors.
The Plan is implemented through a series of consecutive and overlapping
twenty-four month offering periods ("Offering Periods"), with a new Offering
Period beginning every six months. Each Offering Period consists of four
consecutive 6 month purchase periods ("Purchase Periods"). At the beginning of
each Offering Period (the "Offering Date"), each participant is granted an
option to purchase at the end of each Purchase Period during such Offering
Period up to the lesser of 2,000 shares of the Company's common stock, or that
number of shares of common stock determined by dividing $12,500 by the fair
market value of the common stock at the beginning of the Offering Period. Each
option expires at the end of the Offering Period.
The purchase price for the common stock under these options is an amount
equal to 85% of the fair market value of a share of common stock at the end of
the Purchase Period or at the beginning of the applicable Offering Period,
whichever is lower. The applicable Offering Period is the Offering Period
containing the exercise date with the lowest fair market value on the first day
thereof. The fair market value of the common stock at February 29, 2000 was
$3.50 per share.
Each participant designates to have payroll deductions made, up to 20% of
such participant's compensation which the Company deducts and credits to such
participant's plan account. Unless a participant withdraws from the Plan, his or
her option for the purchase of shares will be exercised automatically at the end
of each Purchase Period within the Offering Period in which such participant is
enrolled (the "Purchase Date") for the maximum whole number of shares of common
stock as can then be purchased at the applicable purchase price with the payroll
deductions accumulated in such participants' plan account, subject to the
limitations discussed above.
The Plan is available to all employees of the Company who have been
employees of the Company for at least six months. As of February 29, 2000,
approximately 101 such employees were eligible to participate in the Plan. The
maximum number of shares available for issuance under the Plan is one hundred
thousand (100,000) shares, subject to adjustment upon changes in capitalization
of the Company. As of February 29, 2000, there were 15,728 remaining shares
reserved for issuance under the Plan, of the 100,000 shares previously
authorized.
FEDERAL INCOME TAX TREATMENT FOR THE PLAN
The following is a brief description of the federal income tax treatment
that will generally apply to stock purchases made under the Plan, based on
federal income tax laws in effect on the date hereof. Because the following is
only a brief summary of the general federal income tax rules, participants
should not rely thereon for individual tax advice, as each taxpayer's situation
and the consequences of any particular transaction will vary depending upon the
specific facts and circumstances involved. Each participant is advised to
consult with his or her own tax advisor for particular federal, as well as state
and local, income and any other tax advice.
Pursuant to the Plan, participants will be granted stock options pursuant
to Section 423 of the Internal Revenue Code. Payroll deductions pursuant to an
employee's election to participate in the Plan will remain subject to federal
income tax. For regular federal income tax purposes, the optionee is not subject
to additional
13
<PAGE> 17
tax and the Company is not entitled to a deduction as a result of the grant or
the exercise of such options. However, if the optionee disposes of the shares
acquired upon the exercise of such options (the "Option Shares") at any time
within (a) one year after the date of transfer of shares to the optionee
pursuant to the exercise of such stock option or (b) two years after the date of
grant of such Option, then at the time of disposition, such optionee will
recognize ordinary income in an amount equal to the excess of the fair market
value of the Option Shares on the date of transfer of the Option Shares to the
optionee pursuant to the exercise of the option over the exercise price of such
option. In addition, in the case of a sale, the optionee will recognize capital
gain or loss in an amount equal to the difference between the sales price and
the fair market value of the Option Shares on the date of transfer of the Option
Shares to the optionee pursuant to the exercise of the option. The Company will
generally be entitled to a deduction in an amount equal to the amount of any
ordinary income recognized by such optionee.
If the optionee disposes of Option Shares at any time after the optionee
has held the Option Shares for both the one-year and two-year holding periods
described above, or if the optionee dies (whenever occurring) while owning
Option Shares, the optionee will recognize ordinary income for the taxable year
of the disposition (or death) equal to the lesser of (i) 15% of the fair market
value of the Option Shares on the Offering Date with respect to the such shares,
or (ii) the excess of the fair market value of the Option Shares on the date of
such disposition (or death) over the purchase price paid for such shares. The
amount recognized as ordinary income will be added to the optionee's basis in
the Option Shares sold, and the difference between the proceeds from a
disposition and the optionee's basis in the Option Shares (as so increased) will
be long-term capital gain or loss. The Company will receive no deduction.
APPLICATION OF CERTAIN LAWS
The acquisitions of shares of Common Stock by directors, certain officers,
or 10% stockholders of the Company could be subject to the provisions of Section
16(b) of the Exchange Act under which a purchase of the Company's Common Stock
within six months before or after any sale of such stock could result in
recovery by the Company of all or a portion of any amount by which the sale
proceeds exceed the purchase price. Such officers, directors and 10%
stockholders are required to file reports of changes in beneficial ownership
under Section 16(a) of the Exchange Act. Rule 16b-3 under the Exchange Act
provides an exemption from Section 16(b) liability for certain transactions
pursuant to employee benefit plans. Officers, directors and 10% stockholders
should consult their counsel with respect to the effect of Section 16 upon their
participation in the Plan.
APPROVAL OF AMENDMENT TO 1995 EMPLOYEE STOCK PURCHASE PLAN
The Plan has previously received Board of Director and stockholder approval
and a total of 100,000 shares were originally reserved for issuance under the
Plan. In March 2000 the Board of Directors authorized an amendment to the Plan,
subject to stockholder approval, to increase the number of shares reserved for
issuance thereunder by 200,000 shares, bringing the total number of shares
issuable under the Plan to 300,000 shares, and to extend the duration of the
Plan for a period of five years, for a total duration of ten years since the
initial adoption of the Plan.
At the Annual Meeting, the stockholders are to consider and approve the
proposed amendment to the Plan to (a) increase the number of shares of Common
Stock reserved for issuance thereunder by 200,000 shares, bringing the total
number of shares issuable under the Plan to 300,000 shares, and (b) to extend
the duration of the Plan for a period of five years, for a total duration of ten
years since the original adoption of the Plan.
14
<PAGE> 18
VOTE REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS
The approval of the amendment to the Plan requires the affirmative vote of
a majority of the shares represented, in person or by proxy, and voting at the
Annual Meeting (which shares voting affirmatively also constitute at least a
majority of the required quorum).
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED
THE AMENDMENT TO THE PLAN AND RECOMMENDS A VOTE "FOR" THE APPROVAL OF
THE AMENDMENT TO THE 1995 EMPLOYEE STOCK PURCHASE PLAN.
PROPOSAL NO. 2
INDEPENDENT AUDITORS
For the 1999 fiscal year, KPMG LLP provided audit services which included
examination of the Company's annual consolidated financial statements. Upon the
recommendation of the Audit Committee, the Board has selected KPMG LLP to
provide audit services to the Company and its subsidiaries for the fiscal year
ending December 31, 2000. The stockholders are being requested to ratify such
selection at the Annual Meeting. A representative of KPMG LLP will attend the
Annual Meeting to make any statements he or she may desire and to respond to
appropriate stockholder questions.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE
RATIFICATION OF THE ELECTION OF KPMG LLP AS THE
COMPANY'S INDEPENDENT AUDITORS.
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
FOR 2001 ANNUAL MEETING
Any proposal relating to a proper subject which an eligible stockholder may
intend to present for action at the Company's 2000 Annual Meeting of
Stockholders and which such stockholder may wish to have included in the proxy
materials for such meeting in accordance with the provisions of Rule 14a-8
promulgated under the Exchange Act must be received as far in advance of the
meeting as possible in proper form by the Secretary of the Company at 495A S.
Fairview Avenue, Goleta, California 93117 and in any event not later than
December 15, 2000. It is suggested that any such proposal be submitted by
certified mail, return receipt requested.
OTHER BUSINESS OF THE ANNUAL MEETING
Management is not aware of any matters to come before the Annual Meeting or
any postponement or adjournment thereof other than the election of directors and
the ratification of the selection of the Company's independent auditors.
However, inasmuch as matters of which management is not now aware may come
before the meeting or any postponement or adjournment thereof, the proxies
confer discretionary authority with respect to acting thereon, and the persons
named in such proxies intend to vote, act and consent in accordance with their
best judgment with respect thereto, provided that, to the extent the Company
becomes aware a reasonable time before the Annual Meeting of any matter to come
before such meeting, the Company will provide an opportunity to vote by proxy
directly on such matter. Upon receipt of such proxies in time for voting, the
shares represented thereby will be voted as indicated thereon and as described
in this Proxy Statement.
15
<PAGE> 19
MISCELLANEOUS
The solicitation of proxies is made on behalf of the Company and all the
expenses of soliciting proxies from stockholders will be borne by the Company.
In addition to the solicitation of proxies by use of the mails, officers and
regular employees may communicate with stockholders personally or by mail,
telephone, telegram or otherwise for the purpose of soliciting such proxies, but
in such event no additional compensation will be paid to any such persons for
such solicitation. The Company will reimburse banks, brokers and other nominees
for their reasonable out-of-pocket expenses in forwarding soliciting material to
beneficial owners of shares held of record by such persons.
BY ORDER OF THE BOARD OF DIRECTORS
DOUGLAS B. OTTO
Chairman of the Board and
Chief Executive Officer
Goleta, California
April 14, 2000
16
<PAGE> 20
PROXY
DECKERS OUTDOOR CORPORATION
495A S. Fairview Avenue
Goleta, California 93117
This Proxy is solicited on Behalf of the Board of Directors of Deckers Outdoor
Corporation. The undersigned hereby appoints Douglas B. Otto and M. Scott Ash,
and each of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes each of them to represent and to vote as designated below, all
the shares of common stock of Deckers Outdoor Corporation held of record by the
undersigned on March 31, 2000, at the Annual Meeting of Shareholders to be held
on May 24, 2000 and any postponements or adjournments thereof.
PLEASE DATE, SIGN ON REVERSE SIDE AND RETURN IN THE ACCOMPANYING ENVELOPE.
- --------------------------------------------------------------------------------
-- FOLD AND DETACH HERE --
<PAGE> 21
Please mark
your votes as [X]
indicated in
this example.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
1. To approve an amendment to the 2. TO RATIFY THE SELECTION OF
Company's 1995 Employee Stock [ ] [ ] [ ] KPMG LLP AS THE COMPANY'S [ ] [ ] [ ]
Purchase Plan (the "Plan") to (a) INDEPENDENT AUDITORS.
increase the number of shares of
Common Stock reserved for issuance 3. In their discretion, the Proxies are authorized to vote
thereunder by 200,000 shares to upon such other business as may properly come before
an aggregate of 300,000 shares, such meeting or any and all postponements or
and (b) extend the duration of the adjournments thereof.
Plan for a period of five years for YES NO
a total duration of ten years. Do You Plan to Attend
the Meeting? [ ] [ ]
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE. This proxy when properly executed will be voted in the
manner directed herein by the undersigned stockholder.
If no direction is made, the Proxies will vote for the
approval of the amendment to the Plan, for the
ratification of the selection of KPMG LLP as the
Company's independent auditor and in their discretion on
matters described in Item 3.
Signature(s) ________________________________________________________________________________ Dated _______________________, 2000
Please sign exactly as the name appears above. When shares are held by joint tenants, both should sign. When signing as an
attorney, executor, administrator, trustee or guardian, please give your full title as such. If a corporation, please sign
in full corporate name by the President or other authorized officer. If a partnership, please sign in the partnership name
by an authorized person.
- ----------------------------------------------------------------------------------------------------------------------------------
-- FOLD AND DETACH HERE --
</TABLE>
