8-K

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): January 27, 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 Director of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Director

On January 27, 2021, the Board of Directors (the “Board”) of Deckers Outdoor Corporation (the “Company”) appointed Maha S. Ibrahim to serve on the Board effective as of February 1, 2021. Ms. Ibrahim will serve as a member of the Board until the Company’s next annual meeting of stockholders or until her successor is elected and qualified. Ms. Ibrahim has been appointed to serve on the Audit Committee.

Ms. Ibrahim, age 50, is currently a General Partner of Canaan Partners, an early stage venture capital firm, where she has worked since March 2000. Prior to joining Canaan Partners, from 1998 to 2000, she served as vice president of e-business at Qwest Communications, where she architected the company’s e-business strategy and spearheaded the redesign of Qwest.com, and previously served as Qwest Communication’s vice president of business development. From 2012 through 2020, Ms. Ibrahim served as a member of the board of directors of RealReal, Inc. (NASDAQ: REAL), an online brick-and-mortar marketplace for authenticated luxury consignment, providing leadership to the company through its 2019 initial public offering. Ms. Ibrahim currently serves on the boards of directors of a number of private innovative enterprise and consumer companies. Further, she has served as a trustee for the Carnegie Endowment for International Peace, a foreign policy think tank, since 2017. Ms. Ibrahim holds a Bachelor of Arts degree in Economics and a Master of Arts degree in Sociology Organizational Leadership from Stanford University, and a Doctor of Philosophy degree in Economics from the Massachusetts Institute of Technology.

Agreements with New Director

There are no arrangements or understandings between Ms. Ibrahim and any other person pursuant to which she was elected to serve on the Board. There are no relationships involving Ms. Ibrahim that are required to be reported pursuant to Item 404(a) of Regulation S-K.

Ms. Ibrahim 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.

Ms. Ibrahim will be compensated for her 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 2020 Annual Meeting of Stockholders, which was filed with the SEC on July 27, 2020.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing the appointment of Ms. Ibrahim 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 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description.
99.1	Press Release, dated February 1, 2021, issued by the Company.

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: February 1, 2021
	Deckers Outdoor Corporation
	/s/ Thomas Garcia
	Thomas Garcia, General Counsel

EX-99.1

Deckers Brands Appoints a New Independent Director

to its Board of Directors

Goleta, California (February 1, 2021) – Deckers Brands (NYSE: DECK), a global leader in designing, marketing and distributing innovative footwear, apparel and accessories, today announced the appointment of Maha S. Ibrahim to its Board of Directors, effective February 1, 2021.

“We are very pleased to welcome Maha to the Deckers Board,” said Mike Devine, Chairman of the Board. “She brings valuable skills and perspectives to our team, including experience identifying trends and driving growth in the direct-to-consumer and technology sectors. Her insights and capabilities align with management’s focus on distinguishing our iconic brands amidst the challenges of a changing global marketplace, with an enhanced focus on digital engagement.”

“I am excited to join the Deckers Board of Directors,” said Ms. Ibrahim. “I look forward to working with the Board and management team as they continue to leverage their digital transformation to drive consumer connections to support their long-term growth.”

Ms. Ibrahim is currently a General Partner of Canaan Partners, an early stage venture capital firm, where she has worked since March 2000. Prior to joining Canaan Partners, from 1998 to 2000, she served as vice president of e-business at Qwest Communications, where she architected the company’s e-business strategy and spearheaded the redesign of Qwest.com, and previously served as Qwest Communication’s vice president of business development. From 2012 through 2020, Ms. Ibrahim served as a member of the board of directors of RealReal, Inc. (NASDAQ: REAL), an online brick-and-mortar marketplace for authenticated luxury consignment, providing leadership to the company through its 2019 initial public offering. Ms. Ibrahim currently serves on the boards of directors of a number of private innovative enterprise and consumer companies. Further, she has served as a trustee for the Carnegie Endowment for International Peace, a foreign policy think tank, since 2017. Ms. Ibrahim holds a Bachelor of Arts degree in Economics and a Master of Arts degree in Sociology Organizational Leadership from Stanford University, and a Doctor of Philosophy degree in Economics from the Massachusetts Institute of Technology.

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 our brand positioning, marketing strategies, changes to the global marketplace, and our ability to drive long-term growth. 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, 2020, 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. In addition, readers are cautioned that we may make future changes to our business and operations in response to the challenges and impacts of COVID-19, or in response to other business developments, which changes may be inconsistent with our prior forward-looking statements, and which may not be disclosed in future public announcements.

# # #

Investor Contact:

Erinn Kohler | VP, Investor Relations & Corporate Planning | Deckers Brands | 805.967.7611

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Cover	Jan. 27, 2021
Cover [Abstract]
Entity Central Index Key	0000910521
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Document Type	8-K
Document Period End Date	Jan. 27, 2021
Entity Registrant Name	DECKERS OUTDOOR CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36436
Entity Tax Identification Number	95-3015862
Entity Address, Address Line One	250 Coromar Drive
Entity Address, City or Town	Goleta
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	93117
City Area Code	805
Local Phone Number	967-7611
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Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
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Security Exchange Name	NYSE
Entity Emerging Growth Company	false