Page 8 of 11 – SEC Filing
| CUSIP No. 243537107 | SCHEDULE 13D | Page 7 of 10 |
This amendment No. 2 to Schedule 13D (this Amendment No. 2), amends and
supplements the Schedule 13D filed on February 8, 2017 (the Initial 13D and, as amended and supplemented through the date of this Amendment No. 2, collectively, the Schedule 13D) by the Reporting Persons, relating
to the common stock, par value $0.01 per share (the Shares), of Deckers Outdoor Corporation, a Delaware corporation (the Issuer). Capitalized terms not defined in this Amendment No. 2 shall have the meaning ascribed to
them in the Schedule 13D.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items
where such information is relevant. The Schedule 13D is hereby supplementally amended as follows:
Item 4. Purpose of Transaction
On September 13, 2017, Marcato International, in compliance with the Amended and Restated Bylaws of the Issuer (the Bylaws),
submitted its formal notice of intent (the Notice) to present a stockholder proposal and nominate candidates for election to the board of directors of the Issuer (the Board), in each case, at the 2017 annual meeting of
stockholders of the Issuer (including any adjournment or postponement thereof or any special meeting held in lieu thereof, the 2017 Annual Meeting). A copy of the Notice is filed herewith as Exhibit E and is incorporated herein by
reference, and any descriptions herein of the Notice are qualified in their entirety by reference to the Notice.
The Notice stated that,
at the 2017 Annual Meeting, Marcato International intends to nominate for election as directors of the Issuer, (i) Deborah M. Derby, (ii) Kirsten J. Feldman, (iii) Steve Fuller, (iv) Matthew P. Hepler, (v) Robert D. Huth,
(vi) Jan R. Kniffen, (vii) Mitchell A. Kosh, (viii) Nathaniel J. Lipman, (ix) Michael W. Rayden, and (x) Anne Waterman (each a Nominee and collectively, the Nominees).
In the Notice, the Reporting Persons reserved the right to further nominate, substitute or add additional persons in the event that
(a) the Issuer purports to increase the number of directorships; (b) the Issuer makes or announces any changes to the Bylaws or takes or announces any other action that purports to have, or if consummated would purport to have, the effect
of disqualifying any of the Nominees as nominees and/or (c) any Nominee is unable or becomes unwilling for any reason to serve as a director of the Issuer.
Marcato International also submitted a stockholder proposal (the Stockholder Proposal) for consideration at the 2017 Annual
Meeting, proposing the repeal of each provision of, or amendment to, the Bylaws that the Board adopted or adopts without the approval of the Issuers stockholders after May 24, 2016, (the date of the last publicly available Bylaws) and
before the approval of the Stockholder Proposal.
The Reporting Persons currently intend to conduct a proxy solicitation to elect the
Nominees to the Board and approve the Stockholder Proposal at the 2017 Annual Meeting.
In addition, on September 13, 2017, Marcato
sent a letter to the Board and issued a press release (the Press Release) announcing the delivery of the Notice to the Issuer and the delivery of the letter to the Board. A copy of the Press Release (which includes a copy of the letter)
is filed herewith as Exhibit F and incorporated herein by reference.
Marcato has entered into an engagement and indemnification agreement
(the Engagement and Indemnification Agreement) with each Nominee, substantially in the form set forth as Exhibit G hereto. Pursuant to such agreements, each Nominee received a $50,000 payment upon execution of the Engagement and
Indemnification Agreement and, if each such Nominee serves on the slate of Nominees (the Slate) and does not withdraw, will be entitled to an additional $50,000 upon the earlier to occur of (a) Nominees election to the Board
by the Issuers stockholders, (b) Nominees appointment to the Board pursuant to an agreement between the Issuer and Marcato or (c) Nominees not being elected as a director of the Issuer following a proxy solicitation in
which Marcato International nominated Nominee for election to the Board. Each Nominee has also agreed to be named as a nominee in the proxy soliciting materials related to the 2017 Annual Meeting. Pursuant to the Engagement and Indemnification
Agreement, Marcato has agreed to indemnify each Nominee against any losses suffered, incurred or sustained by such Nominee in connection with such Nominees being a member of the Slate or the solicitation of proxies in connection therewith.
Marcato has further agreed to reimburse each Nominee for reasonable, documented, out-of-pocket expenses incurred as a result of such Nominees being a member of Slate, including, without limitation, travel expenses and expenses in connection
with legal counsel retained to represent such Nominee in connection with being a member of the Slate. The foregoing is qualified in its entirety by reference to the form of the Engagement and Indemnification Agreement filed herewith as Exhibit G and
incorporated herein by reference.
