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):  September 12, 2011

DECKERS OUTDOOR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-22446	95-3015862
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

495A South Fairview Avenue, Goleta, California  93117

(Address of principal executive offices) (Zip Code)

(805) 967-7611

(Registrant’s telephone number, including area code)

N/A

(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:

¨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))

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)Appointment of New Director

On September 12, 2011, at a meeting of the Board of Directors (the “Board”) of Deckers Outdoor Corporation (the “Company”), the Board appointed James Quinn and Lauri Shanahan to serve on the Board until the Company’s next annual meeting of stockholders or until a successor is elected and qualified.  There are no arrangements or understandings between Mr. Quinn or Ms. Shanahan and any other persons pursuant to which they were elected to serve on the Board.

In connection with the appointment of Mr. Quinn and Ms. Shanahan to the Board, each will enter into the Company’s standard form of indemnification agreement providing for indemnification and advancement of expenses to the fullest extent permitted by the General Corporation Law of the State of Delaware, incorporated by reference to the Form 8-K filed with the SEC on June 2, 2008.

In addition, Mr. Quinn and Ms. Shanahan shall receive compensation in accordance with the terms of the Company’s standard compensation policy for directors, which was disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 13, 2011.

A copy of the press release announcing the appointment of Mr. Quinn and Ms. Shanahan as directors of the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a)Amendment to Bylaws

On September 12, 2011, at the same meeting of the Board, the Board amended the bylaws of the Company (the “Bylaws”) to modify the range of the authorized number of the directors of the Corporation to be no less than one and no more than ten, as fixed from time to time by resolution of the Board.  The Board subsequently fixed the number of directors of the Company at ten.

The foregoing description of the amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the amendment to Article III, Section 3.2 (entitled “Number and Term of Office”) of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K.  As required by Item 601(b)(3)(ii) of Regulation S-K, a complete copy of the Bylaws, as amended, will be filed as an exhibit to the Company’s next periodic report.

Item 9.01Financial Statements and Exhibits

(d)Exhibits.

The following exhibits are attached to this Current Report on Form 8-K:

Exhibit No.	Description
3.1	Amendment to Article III, Section 3.2 of the Company’s Bylaws
99.1	Press release, dated September 16, 2011, issued by the Company

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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.

	DECKERS OUTDOOR CORPORATION
Date:September 16, 2011
	By:	/s/ Thomas A. George
	Name:  Thomas A. George
	Title:   Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Amendment to Article III, Section 3.2 of the Company’s Bylaws
99.1	Press release, dated September 16, 2011, issued by the Company

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EX-3.1

Exhibit 3.1

Amendment to Bylaws adopted on September 12, 2011

Article III, Section 3.2 of the Bylaws, shall be amended and restated in its entirety to read as follows:

“SECTION 3.2 Number and Term of Office.  The authorized number of directors of the Corporation shall be no less than one (1) and no more than ten (10), as fixed from time to time by resolution of the Board, until this Section 3.2 is amended by a resolution duly adopted by the Board or by the stockholders of the Corporation, in either case in accordance with the provisions of Article XI of the Certificate of Incorporation.  Directors need not be stockholders.  Each of the directors of the Corporation shall hold office until the annual meeting of stockholders at which such director’s term expires as provided in the Certificate of Incorporation.  Notwithstanding the foregoing, each director shall serve until such director’s successor shall have been duly elected and shall qualify or until such director shall resign or shall have been removed in the manner provided in these Bylaws and in accordance with law.”

EX-99.1

Exhibit 99.1

For:         DECKERS OUTDOOR CORPORATION
Company Contact:	Tom George
	Chief Financial Officer
	(805) 967-7611
Investor Relations:	ICR, Inc.
	Brendon Frey
	(203) 682-8200

DECKERS OUTDOOR CORPORATION ANNOUNCES APPOINTMENT OF TWO NEW BOARD MEMBERS

Goleta, California (September 16, 2011) — Deckers Outdoor Corporation (NASDAQGS: DECK) announced today that James E. Quinn and Lauri M. Shanahan have been appointed to the Deckers Outdoor Corporation Board of Directors.

James Quinn is president of Tiffany & Co. [NYSE: TIF].  As president, Mr. Quinn oversees retail sales in Tiffany stores in more than 50 countries, with responsibility for the company’s global expansion strategy, including the significant Tiffany presence established throughout Asia. Mr. Quinn joined Tiffany in 1986 and held a series of significant positions including vice chairman prior to his appointment as president in 2003. He was named to Tiffany’s board of directors in 1995.

Lauri Shanahan is a seasoned retail executive with over 19 years of senior level experience across global, multi-channel, multi-brand enterprise and other specialty retail. Ms. Shanahan joined The Gap Inc. [NYSE: GPS] in 1992 and served in numerous leadership roles including chief administrative officer, chief legal officer and corporate secretary during her sixteen year career with the company. She currently serves on the board of directors of Charlotte Russe Holding, Inc. a growing specialty retailer of fashionable, value-priced apparel and accessories with revenues of $900 million and over 500 stores. In addition, Ms. Shanahan is a principal with Maroon Peak Advisors which provides a broad range of advisory services in the retail and consumer products sector.

Angel Martinez, President, Chief Executive Officer and Chair of the Board of Directors said, “We are very excited to welcome these two distinguished individuals to our Board of Directors.  Tiffany & Co. is recognized as one of the strongest and most successful luxury retailers in the world today, and Jim’s addition will help direct our organization’s strategic direction, particularly overseas.  Similarly, Lauri’s strong business acumen and broad experience in the retail industry brings an essential resource to the Board. We look forward to benefiting from their combined expertise and believe that they will be extremely effective in helping the company craft its corporate strategy for the global marketplace.”

Deckers Outdoor Corporation strives to be a premier lifestyle marketer that builds niche brands into global market leaders by designing and marketing innovative, functional and fashion-oriented footwear developed for both high performance outdoor activities and everyday casual lifestyle use. UGG® Australia, Sanuk®, Teva®, Simple® Shoes, TSUBO®, Ahnu® and MOZO® are registered trademarks of Deckers Outdoor Corporation.

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