0001157523-11-001422.txt : 20110307 0001157523-11-001422.hdr.sgml : 20110307 20110307081523 ACCESSION NUMBER: 0001157523-11-001422 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110307 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110307 DATE AS OF CHANGE: 20110307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DECKERS OUTDOOR CORP CENTRAL INDEX KEY: 0000910521 STANDARD INDUSTRIAL CLASSIFICATION: RUBBER & PLASTICS FOOTWEAR [3021] IRS NUMBER: 953015862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22446 FILM NUMBER: 11666694 BUSINESS ADDRESS: STREET 1: 495A SOUTH FAIRVIEW AVENUE CITY: GOLETA STATE: CA ZIP: 93117 BUSINESS PHONE: 8059677611 MAIL ADDRESS: STREET 1: 495-A S FAIRVIEW AVE CITY: GOLETA STATE: CA ZIP: 93117 FORMER COMPANY: FORMER CONFORMED NAME: DECKERS FOOTWEAR CORP DATE OF NAME CHANGE: 19930811 8-K 1 a6636543.htm DECKERS OUTDOOR CORPORATION 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): March 7, 2011



DECKERS OUTDOOR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

0-22446

95-3015862

(Commission File Number)

(IRS Employer Identification No.)

495A South Fairview Avenue, Goleta, California

93117

(Address of principal executive offices)

(Zip code)

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))


Item 5.02.

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

On March 1, 2011, the Board of Directors (the “Board”) of Deckers Outdoor Corporation (the “Company”) increased the size of the Board from eight to nine members, which is within the range authorized under the Company’s Bylaws.  At the same time, the Board elected Michael F. Devine, III to fill the vacancy created by the increase in the number of directors constituting the Board.  In connection with Mr. Devine’s election to the Board, the Board and the Corporate Governance and Nominating Committee considered Mr. Devine’s extensive experience and financial leadership.

Mr. Devine currently is Executive Vice President and Chief Financial Officer of Coach, Inc. (NYSE: COH), a leading marketer of modern classic American accessories.  He recently announced his retirement from this position, effective August 2011.  In addition, he currently chairs the audit committee of Express, Inc. (NYSE:EXPR) and is on the audit committee of Nutrisystems, Inc.  (NASDAQ: NTRI).

Mr. Devine is eligible to participate in all compensation plans applicable to non-employee members of the Board, as previously approved by the Board.  Mr. Devine also entered into an Indemnification Agreement with the Company in the form previously approved by the Board.

There are no arrangements or understandings known to the Company between Mr. Devine and any other person pursuant to which Mr. Devine was appointed to the Board.  Mr. Devine has not entered into any transactions with the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Mr. Devine is furnished hereto as Exhibit 99.1.  The information in the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be 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 March 7, 2011


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: March 7, 2011

/s/ Thomas A. George

Thomas A. George, Chief Financial Officer

EX-99.1 2 a6636543-ex991.htm EXHIBIT 99.1

Exhibit 99.1

Deckers Outdoor Corporation Appoints Mike Devine as Independent Director

GOLETA, Calif.--(BUSINESS WIRE)--March 7, 2011--Deckers Outdoor Corporation (NASDAQGS: DECK) today announced the appointment of Michael F. Devine, III to its Board of Directors, effective March 1, 2011. Mr. Devine will serve as a director until the next annual meeting on May 31, 2011, at which time he will be included as a nominee for election by the Company’s stockholders.

Mike Devine has served as Executive Vice President and Chief Financial Officer of Coach, Inc. [NYSE: COH], a leading marketer of modern classic American accessories, since 2001. He recently announced his retirement, effective August 2011. During his tenure, Coach grew its annual sales nearly 500% to $4 billion and more than tripled its retail store base. In addition, Mr. Devine was named the number one CFO in Apparel, Footwear and Textiles by Institutional Investor six times (2004-2007, 2009, 2010), awarded CFO of the Year for New York City in 2007 by the Executive Board, and recognized as one of the 100 Most Influential People in Finance – Visionary CFO by the Treasury & Risk Management Magazine in 2005. Prior to joining Coach, he was Executive Vice President and Chief Financial Officer of Mothers Work, Inc. Mr. Devine began his career at Honeywell, Inc. [NYSE: HON] in 1980. He currently chairs the audit committee for Express, Inc. [NYSE: EXPR] and is on the audit committee of Nutrisystems, Inc. [NASDAQ: NTRI].

Angel Martinez, President, Chairman and Chief Executive Officer of Deckers, stated: “We are very pleased to welcome Mike to our Board of Directors. His experience and financial leadership of a world renowned company like Coach speaks for itself. I am confident Mike will be extremely valuable as we continue to develop our retail platform and further expand our global reach.”

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. Teva®, Simple®Shoes, UGG® Australia, TSUBO®, Ahnu® and MOZO® are registered trademarks of Deckers Outdoor Corporation.


This news release contains statements regarding our expectations, beliefs and views about our future financial performance which are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "project," or future or conditional verbs such as "will," "would," "should," "could," or "may" or by the fact that such statements relate to future, and not just historical, events or circumstances, including statements related to anticipated revenues, expenses, earnings, operating cash flows, the outlook for the Company's markets and the demand for its products. The forward-looking statements in this news release regarding our future financial performance are based on currently available information as of the date of this release, and because our business is subject to a number of risks and uncertainties, some of which may be beyond our control, actual operating results in the future may differ materially from the future financial performance expected at the current time. Those risks and uncertainties include, among others: the continued decline of the global economy; the ability to realize returns on our new and existing retail stores; our ability to anticipate fashion trends; a decline in wholesaler, distributer, or direct consumer demand or inventory needs; impairment charges related to a decline in the value of our brands’ intangible assets below their carrying values; shortages or price fluctuations of raw materials that could interrupt product manufacturing and increase product costs; increased costs of manufacturing in China and Vietnam and actions by foreign governments; currency fluctuations; our ability to implement our growth strategy; the success of our customers, their ability to perform and obtain credit in an adverse economic environment and the risk of losing one or more of our key customers; our ability to develop and adequately protect our brands and intellectual property; the risk that counterfeiting can harm our sales or our brand image; our dependence on independent manufacturers to supply and store our products; the risk that retailers could postpone or cancel existing orders; unpredictable events and circumstances and currency risks related to our international operations; volatile credit and equity markets; liquidity and market risks for our cash equivalents and short-term investments; the risk of losing key personnel or the interruption of key information technology systems; a delay, increase in cost, or interruption in the delivery of merchandise to our customers; the sensitivity of our sales to seasonal and weather conditions; and we could be subject to additional income tax liabilities. Certain of these risks and uncertainties, as well as others, are more fully described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which the Company filed with the SEC on March 1, 2011, and under “Risk Factors” in any subsequent filings with the SEC. Readers are cautioned not to place undue reliance on forward-looking statements contained in this news release, which speak only as of the date of this release. The Company undertakes no obligation to publicly release or update the results of any revisions to forward-looking statements, which may be made to reflect new information, events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The risks and uncertainties highlighted herein should not be assumed to be the only items that could affect the future performance or valuation of the Company.

CONTACT:
Deckers Outdoor Corporation
Tom George, 805-967-7611
Chief Financial Officer
or
Investor Relations:
ICR, Inc.
Brendon Frey, 203-682-8200