Page 7 of 10 – SEC Filing
| CUSIP No. 243537107 | SCHEDULE 13D | Page 7 of 10 |
This amendment No. 4 to Schedule 13D (this Amendment No. 4), 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. 4, 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. 4 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.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby supplementally amended as
follows:
On October 23, 2017, Marcato International filed a complaint in the Court of Chancery of the State of Delaware (the
Court), that named the Issuer and each member of the Board as defendants. The complaint alleges that each member of the Board has breached their fiduciary duties by (i) refusing to approve the Nominees as continuing
directors under certain of the Issuers compensation arrangements prior to the 2017 Annual Meeting, (ii) knowingly causing the Issuer to file with the Securities and Exchange Commission (the SEC) a preliminary proxy
statement containing false and misleading statements and material omissions regarding the change in control provisions in the Issuers compensation arrangements and the Companys Second Amended and Restated Credit Agreement (the
Credit Agreement) and the Issuers application thereof as they relate to the proxy contest with Marcato International and (iii) refusing to nominate the Nominees so as to disable a provision in the Credit Agreement that
provides for accelerated payment of all amounts outstanding under the agreement upon a change in the composition of the majority of the Board if, upon such change, a majority of seats are held by individuals who are neither (X) nominated by the
Board nor (Y) appointed by directors so nominated. The complaint further alleges that the Issuer unlawfully deferred the 2017 Annual Meeting until December 14, 2017, more than fifteen months since the Issuers last annual meeting held
on September 12, 2016, in violation of Section 211(c) of the Delaware General Corporation Law.
In the complaint, Marcato
International requested that the Court enter an order that, among other things, (i) declares each member of the Board in breach of their fiduciary duties for (X) refusing to approve the Nominees as continuing directors and
nominate the Nominees and (Y) causing the Issuer to file with the SEC a false and misleading preliminary proxy statement, (ii) requires the Issuer to fully disclose all material information related to the change in control provisions in
the Issuers compensation arrangements, (iii) requires the Board to approve the Nominees as continuing directors and nominate the Nominees in advance of the 2017 Annual Meeting and (iv) declares the change in control provisions
under the compensation agreements and the Credit Agreement unenforceable to the extent that the Board lacks the discretion to approve and nominate the Nominees. Marcato International further requested that the Court enter an order declaring that the
Issuer must hold its annual meeting on December 14, 2017, without further adjournment or postponement. Marcato International has requested that the Court grant expedited discovery and set this matter for an expedited two-day trial commencing on or before December 7, 2017.
The foregoing is qualified entirely by
reference to the complaint filed herewith as Exhibit I and incorporated herein by reference.
