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): May 31, 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 5.07.    Submission of Matters to a Vote of Security Holders.  

       On May 31, 2011, the Company held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders approved five proposals.  The proposals voted upon at the Annual Meeting and the final results of the stockholder vote on each proposal were as follows:

Proposal 1: Election of Directors

       The stockholders elected eight candidates nominated by the Board of Directors to serve as directors of the Company to serve until the annual meeting of stockholders to be held in 2012 and until his or her successor is elected and qualified.  The following sets forth the results of the voting with respect to each candidate:

Shares Voted
Name of Candidate For Authority Withheld Broker Non-Votes
Angel R. Martinez 29,080,460 616,810 5,633,833
Rex A. Licklider 29,325,124 372,146 5,633,833
John M. Gibbons 28,453,924 1,243,346 5,633,833
John G. Perenchio 28,783,756 913,514 5,633,833
Maureen Conners 28,792,531 904,739 5,633,833
Ruth M. Owades 29,648,192 49,078 5,633,833
Karyn O. Barsa 29,639,749 57,521 5,633,833
Michael F. Devine, III 29,549,506 147,764 5,633,833

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

       The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011.  The following sets forth the results of the voting with respect to this proposal:

Shares Voted
For Against Abstentions Broker Non-Votes
34,870,541 449,272 11,290 0

Proposal 3: Re-approve the material terms of the performance goals under our 2006 Equity Incentive Plan

          The stockholders re-approved the materials terms of the performance goals under the Company’s 2006 Equity Incentive Plan.  The following sets forth the results of the voting with respect to this proposal:

Shares Voted
For Against Abstensions Broker Non-Votes
27,946,808 1,165,974 584,488 5,633,833

Proposal 4: Advisory Vote on Executive Compensation

          The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Proxy Statement for the Annual Meeting.  The following sets forth the results of the voting with respect to this proposal:

Shares Voted
For Against Abstentions Broker Non-Votes
27,509,927 1,615,327 572,016 5,633,833

Proposal 5:  Advisory Vote on the Frequency of Advisory Votes on Executive Compensation 

          The stockholders approved, on an advisory basis, the proposal to conduct future advisory votes on the compensation of the Company’s named executive officers every year.  The following sets forth the results of the voting with respect to this proposal:

Shares Voted
One Year Two Years Three Years Abstentions Broker Non-Votes
26,981,989 31,033 2,095,688 588,560 5,633,833

          In light of these results, the Company’s Board of Directors has adopted a policy to hold an advisory vote on the compensation of the Company’s named executive officers every year.


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: June 2, 2011

/s/ Thomas A. George

Thomas A. George, Chief Financial Officer