Deckers Outdoor : Leading Independent Proxy Advisory Firms Glass Lewis and ISS Recommend Deckers Stockholders Vote Deckers’ White Proxy Card

Glass Lewis Recommends that Deckers Stockholders Vote “FORALL
of Deckers’ Director Nominees on the WHITE Proxy Card

ISS Acknowledges Significant Risks of a Loss of Board Continuity in
Recommending that Deckers Stockholders Vote on the WHITE Proxy Card

Deckers Brands (NYSE: DECK), a global leader in designing, marketing and
distributing innovative footwear, apparel and accessories, today
announced that leading proxy advisory firms Glass Lewis & Co. (“Glass
Lewis”) and Institutional Shareholder Services (“ISS”) recommend that
Deckers stockholders vote on the WHITE proxy card for Deckers’
highly qualified and experienced director nominees at the 2017 Annual
Meeting of Stockholders to be held on December 14, 2017.

Glass Lewis recommends that Deckers stockholders vote “FORALL
of Deckers’ director nominees on the WHITE proxy card. In its report,
Glass Lewis stated1:

“…[w]e ultimately come away with the sense that the current Deckers
board has a firm handle and deeply engaged understanding of the
opportunities and challenges facing the business and how to address them
in a timely and sustainable manner.”

“…[w]e believe Marcato has failed to establish a sufficient case for the
extensive, majority board change it has sought throughout this proxy
contest. In our view, the Company appears to have the right board and
plan in place for Deckers at this pivotal juncture for both the Company
and the retail and branded products industry.”

“The Company’s strategic and cost savings initiatives implemented both
before and since Marcato arrived on the scene have begun to show
positive results in terms of margin improvement and growth. Thus, now
does not appear to be an appropriate time for shareholders to support an
overhaul of the board proposed by a shorter-term shareholder advocating
an alternative plan that is centered on dismantling the strategies put
in place in recent years by the current board and on more aggressively
pursuing cost savings, store closures or other financially short-sighted
initiatives, all of which would likely derail the progress made by the
Company and potentially be value destructive.”

“We find the board’s strategy to be prudent and well-reasoned and we are
encouraged by the recent positive results as the management team has
begun to execute on the Company’s plan. We also consider the current
board to have the requisite and relevant assortment of skills and
experience among its members to continue to oversee a proper direction
for the Company, recognizing that the board intends to appoint at least
two new directors with additive skills within the next year.”

“Further, while we see no case for shareholders to support a board
overhaul, we also see limited — if truly any — cause for shareholders
to seriously consider using this opportunity afforded by Marcato’s
nomination to support incremental board changes.”

In making its recommendation, ISS stated2:

“…The dissident has failed to justify its control of the board by
failing to provide either a detailed business plan for the company going
forward or a contingency plan that identifies a qualified and credible
new management team should management continuity become an issue.”

“…The dissident has also come to the table without clearly demonstrating
that major downside risks had been thoroughly considered and, to a
reasonable extent, could be managed by the dissident following the
election of a majority slate. Said another way, the dissident may have
overreached by nominating a majority slate.”

Commenting on the Glass Lewis and ISS reports, which both recommend
Deckers stockholders vote on the WHITE proxy card, Deckers issued
the following statement:

The recommendation from Glass Lewis to support ALL of Deckers’
highly qualified director nominees shows that Glass Lewis recognizes
Deckers’ significant progress and stockholder value creation under the
current Board and management team and reaffirms that Deckers has the
right Board and the right strategy to deliver value for all stockholders.

We are pleased that ISS has recommended that Deckers stockholders vote
on the WHITE proxy card. The Board recommends that stockholders
elect ALL of Deckers’ highly-qualified and experienced director
nominees—John M. Gibbons, Karyn O. Barsa, Nelson C. Chan, Michael F.
Devine III, John G. Perenchio, David Powers, James E. Quinn, Lauri M.
Shanahan and Bonita C. Stewart.

ISS states that it cannot support Marcato’s dissident slate due to two
main factors: (1) the fact that robust contingency planning is missing
from Marcato’s case and (2) the risk of whole board replacement would
very likely be disruptive to stockholder value.

ISS later states, “The potential downside risk of losing all board
continuity—especially the potential of losing management continuity at
the beginning of the company’s highest-volume, make-or-break sales
season without the reassurance of a competent team-in-waiting—outweighs
the risk of allowing the incumbents to attempt implementation of the
company’s current plan for another year, and therefore is simply too
great to justify direct support of the dissident.”

The Deckers Board and management team have a proven track record of
taking decisive action to position Deckers for enhanced stockholder
value. Under the guidance and oversight of the current Board, Deckers
continues to successfully execute its transformation strategy by
streamlining its cost structure, optimizing its retail strategy,
focusing on profitable growth and executing the most significant stock
repurchase program in our history. This transformation is already
driving results, and Deckers is positioned as a stronger and more
focused company.

In contrast, Marcato is pushing a short-term agenda that will not only
disrupt our momentum, but will also risk Deckers’ health and
sustainability. Replacing members of the Deckers’ Board now with any of
Marcato’s nominees—all of whom are unvetted and lack the relevant
experience critical to our business—would be damaging and destructive.

This is a crucial moment for Deckers in the midst of one of the most
dynamic retail environments in history. The markets recognize that our
transformation is working and is the right path for Deckers. Our Board
continues to be a significant agent of change in this transformation. We
firmly believe Deckers has the right Board, the right strategy and the
right management team to continue executing on our transformation plan,
drive stockholder value and position Deckers for continued success.

On November 27, 2017, Deckers announced that it intends to appoint at
least two new independent directors prior to its 2018 Annual Meeting of
Stockholders (expected to be held in September 2018) in keeping with its
commitment to meet the needs of its consumers, win in the marketplace
and deliver value to stockholders. The appointment of new directors will
coincide with an equal number of retirements from the existing Board.

Deckers reminds stockholders that their vote is extremely important, no
matter how many shares they own. The Deckers Board unanimously urges
stockholders to protect the value of their investment by using the WHITE
proxy card to vote “FOR” ALL of Deckers’ director nominees. The Deckers
Board advises all stockholders to simply discard any Gold proxy card or
other proxy materials received from Marcato. Instead, to follow the
Board’s recommendation, stockholders should use the WHITE proxy
card to vote “FOR” all of Deckers’ director nominees.


If you have questions, need assistance in voting your shares, or wish to
change a prior vote, please contact:

Stockholders Call Toll-Free:
750.0625 (from the U.S. and Canada)

(412) 232.3651
(from other locations)

Remember, please simply discard any Gold proxy card that you may receive
from Marcato. The Deckers Board does not endorse any of Marcato’s
nominees and urges you to NOT submit any proxy using Marcato’s gold
proxy card, even as a protest vote. A withhold vote on Marcato’s Gold
proxy card will revoke any earlier proxy that you have submitted to

About Deckers Brands

Deckers Brands is a global leader in designing, marketing and
distributing innovative footwear, apparel and accessories developed for
both everyday casual lifestyle use and high performance activities. The
Company’s portfolio of brands includes UGG®, Koolaburra®, HOKA ONE ONE®,
Teva® and Sanuk®. Deckers Brands products are sold in more than 50
countries and territories through select department and specialty
stores, Company-owned and operated retail stores, and select online
stores, including Company-owned websites. Deckers Brands has a 40-year
history of building niche footwear brands into lifestyle market leaders
attracting millions of loyal consumers globally. For more information,
please visit

Forward-Looking Statements

This press release contains “forward-looking statements” within the
meaning of the federal securities laws, which statements are subject to
considerable risks and uncertainties. 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 include all statements other than statements of historical
fact contained in this press release, including statements regarding
Deckers’ future strategies and cost-reduction initiatives. Deckers has
attempted to identify forward-looking statements by using words such as
“anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,”
“plan,” “predict,” “project,” “should,” “will,” or “would,” and similar
expressions or the negative of these expressions.

Forward-looking statements represent management’s current expectations
and predictions about trends affecting Deckers’ business and industry
and are based on information available as of the time such statements
are made. Although Deckers does not make forward-looking statements
unless it believes that it has a reasonable basis for doing so, Deckers
cannot guarantee their accuracy or completeness. Forward-looking
statements involve numerous known and unknown risks, uncertainties and
other factors that may cause its actual results, performance or
achievements to be materially different from any future results,
performance or achievements predicted, assumed or implied by the
forward-looking statements. Some of the risks and uncertainties that may
cause Deckers’ actual results to materially differ from those expressed
or implied by these forward-looking statements are described in the
section entitled “Risk Factors” in Decker’s Annual Report on Form 10-K
for the fiscal year ended March 31, 2017, as well as in its other
filings with the Securities and Exchange Commission.

Except as required by applicable law or the listing rules of the New
York Stock Exchange, Deckers expressly disclaims any intent or
obligation to update any forward-looking statements, or to update the
reasons that actual results could differ materially from those expressed
or implied by these forward-looking statements, whether to conform such
statements to actual results or changes in Deckers’ expectations, or as
a result of the availability of new information.

1 Permission to use quotations neither sought nor obtained.
Permission to use quotations neither sought nor obtained.

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