Deckers Outdoor (DECK) Proxy Filing summary

Executive summary

• Announced CEO succession: Dave Powers to retire August 1, 2024, with Stefano Caroti appointed as successor following a multi-year succession plan.

• Added to the S&P 500 Index in March 2024, reflecting strong financial and operational performance.

• Fiscal year 2024 saw 18.2% revenue growth, significant increases in HOKA and UGG brand revenues, and a 50.5% rise in diluted EPS.

• Strategic focus remains on global brand expansion, digital and e-commerce investment, and ESG initiatives.

Voting matters and shareholder proposals

• Election of eleven directors to serve until the 2025 annual meeting.

• Ratification of KPMG LLP as independent registered public accounting firm for fiscal year ending March 31, 2025.

• Advisory vote on executive compensation (say-on-pay).

• Approval of the 2024 Employee Stock Purchase Plan and 2024 Stock Incentive Plan.

• Approval of an amendment to the certificate of incorporation to effect a six-for-one stock split and increase authorized capital stock.

Board of directors and corporate governance

• Board expanded to eleven members, with nine independent directors and a strong focus on diversity (45% ethnically diverse, 36% female).

• Board committees (Audit & Risk Management, Talent & Compensation, Corporate Responsibility, Sustainability & Governance) are composed entirely of independent directors.

• Annual election of directors, majority voting standard, and single class of voting stock.

• Board and committee self-evaluations conducted annually, with periodic third-party facilitation.