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•	No director nominee attended fewer than 75% of the meetings of our Board of Directors or meetings of any Board committee on which he or she sits.

•	Each director nominee is elected annually by a majority of the votes cast at the Annual Meeting.

•	Our Board of Directors recommends that you vote FOR each of the director nominees named in this Proposal No. 1.

•	As a matter of good corporate governance, we are asking our stockholders to ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2016.

•	Ratification of the selection requires the vote of a majority of the shares present and entitled to vote at the Annual Meeting.

•	Our Board of Directors recommends that you vote FOR this Proposal No. 2.

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•	We are asking our stockholders to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers, or NEOs, as disclosed in the section of this Proxy Statement titled "Compensation Discussion and Analysis". Below is a summary of the key elements and other features of our executive compensation program.

•	Advisory approval of the proposal requires the vote of a majority of the shares present and entitled to vote at the Annual Meeting.

•	Our Board of Directors recommends that you vote FOR this Proposal No. 3 because it believes that our compensation policies and practices are effective in achieving our goals of appropriately incenting and paying for financial and operating performance, and aligning our executives' interests with those of our stockholders.

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•	We are asking our stockholders to approve the adoption and implementation of the Employee Stock Purchase Plan, which will provide our eligible employees with an opportunity to invest in and accumulate share ownership in our Company through after-tax payroll deductions.

•	A review of our Peer Group indicates that 40% of our Peer Group offer an ESPP with similar plan provisions.

•	An authorization of 1,000,000 shares from the stockholders is needed to support the plan for approximately the next 5 years.

•	Approval of the proposal requires the vote of a majority of the shares present and entitled to vote at the Annual Meeting.

•	Our Board of Directors recommends that you vote FOR this Proposal No. 4 because it believes this plan will enhance our ability to attract and retain employees and provide employees with an opportunity to participate in ownership of our shares and thereby have an interest in our success and increased value.

•	We are asking our stockholders to approve the adoption of the 2015 Stock Incentive Plan ("2015 SIP"). The 2015 SIP is intended to replace our Company's current 2006 Equity Incentive Plan ("2006 EIP").

•	As with the 2006 EIP, the purpose of the 2015 SIP is to encourage ownership in the Company by key personnel whose long-term service is considered essential to the Company's continued success, which encourages recipients to act in the stockholders' interests and share in the Company's success.

•	Approval of 1,275,000 shares, less one share for every one share granted under the 2006 EIP after March 31, 2015 and prior to the effective date of the 2015 SIP.

•	Approval of the proposal requires the vote of a majority of the shares present and entitled to vote at the Annual Meeting.

•	Our Board of Directors recommends that you vote FOR this Proposal No. 5 because it believes this plan will provide incentives to attract and retain employees whose contributions are important to our success, by offering them an opportunity to participate in our future performances.

•	In February 2014, our Board of Directors approved a change in our fiscal year end from December 31 to March 31 to better align with industry and business. As a result of this change, our 2015 fiscal year ran from April 1, 2014 to March 31, 2015 ("FY 2015"), and our Company had a fiscal transition period from January 1, 2014 to March 31, 2014 ("transition period" or "2014T").

•	In March 2014, our Board of Directors approved a change in the securities exchange on which our Company's shares were listed from the NASDAQ Global Select Market ("NASDAQ") to the New York Stock Exchange ("NYSE"). Our shares began trading on the NYSE in May 2014.

•	In September 2014 and December 2014, Bonita C. Stewart and Nelson C. Chan, respectively, were elected to our Board of Directors to further enhance board performance and diversity.

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•	Election of Directors. To elect nine directors to serve until the Annual Meeting of Stockholders to be held in 2016, or until their successors are elected and duly qualified.

•	Ratification of Appointment of Independent Registered Public Accounting Firm. To ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2016, from April 1, 2015 to March 31, 2016.

•	Advisory Vote to Approve Named Executive Officer Compensation. To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers, as disclosed in the section of this Proxy Statement titled "Compensation Discussion and Analysis".

•	Approve the Employee Stock Purchase Plan. To approve the adoption and implementation of the Employee Stock Purchase Plan.

•	Approve the 2015 Stock Incentive Plan. To approve the adoption of the 2015 Stock Incentive Plan, which is intended to replace the 2006 Equity Incentive Plan.

•	Other Business. To consider and act upon such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof.

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•	Vote on the election of nine director nominees to serve until the Annual Meeting of Stockholders to be held in 2016, or until their successors are elected and duly qualified (Proposal No. 1);

•	Ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2016 (Proposal No. 2);

•	Vote upon a proposal to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers, as disclosed in the section of this Proxy Statement titled "Compensation Discussion and Analysis" (Proposal No. 3);

•	Vote to approve the Employee Stock Purchase Plan (Proposal No. 4);

•	Vote to approve the 2015 Stock Incentive Plan (Proposal No. 5); and

•	Act upon such other matters as may properly come before the Annual Meeting or any postponements or adjournments thereof.

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Election of Directors (Proposal No. 1) - Our Board of Directors has adopted a majority voting standard for uncontested director elections. This means that each director nominee in an uncontested election will be elected by a majority of the votes cast by the shares entitled to vote on the election of directors (assuming that a quorum is present). An “uncontested election” is an election in which the number of nominees for director is not greater than the number of directors to be elected. A “contested election” is an election in which the number of nominees for director nominated by (i) the Board of Directors, (ii) any stockholder or (iii) a combination of the Board of Directors and any stockholder, exceeds the number of directors to be elected. A “majority of the votes cast” means that the number of votes “FOR” a nominee for director must exceed 50% of the total votes cast. Votes “AGAINST” a nominee for director will count as votes cast for purposes of this proposal, but a “WITHHOLD AUTHORITY” vote with respect to shares will not count as votes cast. In a contested election, directors shall be elected by a plurality of the votes cast by the shares entitled to vote on the election of directors. Under the rules applicable to brokers, brokers no longer possess discretionary authority to vote shares with respect to the election of directors. Accordingly, "broker non-votes" will result for this proposal if brokers do not receive instructions from beneficial owners of our shares. Broker non-votes will not count as votes cast for purposes of this proposal and will not be counted for any purpose in determining whether this proposal has been approved. Please see the question, titled "What happens if I do not vote?" below for a discussion of the effect of “withhold authority” votes and "broker non-votes."

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Ratification of Selection of Accounting Firm (Proposal No. 2) - Ratification of the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2016 will require the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter (assuming that a quorum is present). Abstentions will have the same effect as votes against the proposal. Because the ratification of the independent registered public accounting firm is a matter on which brokers have the discretion to vote, "broker non-votes" will not result for this proposal.

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Advisory Vote on Executive Compensation (Proposal No. 3) - Approval of the non-binding advisory resolution regarding the compensation of our NEOs will require the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter (assuming that a quorum is present). Abstentions will have the same effect as votes against the proposal. "Broker non-votes" will not count as shares present and entitled to vote on the proposal and will not be counted for any purpose in determining whether this proposal has been approved.

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Approval of the Employee Stock Purchase Plan (Proposal No. 4) - Approval of the ESPP will require the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter (assuming that a quorum is present). Abstentions will have the same effect as votes against the proposal. "Broker non-votes" will not count as shares present and entitled to vote on the proposal and will not be counted for any purpose in determining whether this proposal has been approved.

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Approval of the 2015 Stock Incentive Plan (Proposal No. 5) - Approval of the 2015 SIP will require the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter (assuming that a quorum is present). Abstentations will have the same effect as votes against the proposal. "Broker non-votes" will not count as shares present and entitled to vote on the proposal and will not be counted for any purpose in determining whether this proposal has been approved.

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Abstentions - You may "WITHHOLD AUTHORITY" to vote for one or more nominees for director and may abstain from voting on one or more of the other matters to be voted on at the Annual Meeting. Shares for which authority is withheld or that a stockholder abstains from voting will be counted for purposes of determining whether a quorum is present at the Annual Meeting. With respect to Proposal No. 1, shares for which a stockholder elects to "WITHOLD AUTHORITY" will not be included in the total number of votes cast, and thus will have no effect on the outcome of the vote on this proposal. With respect to Proposal Nos. 2, 3, 4 and 5, shares that a stockholder abstains from voting will be included in the total number of shares present and entitled to vote on these proposals, and will have the same effect as a vote "AGAINST" these proposals.

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Broker Non-Votes - "Broker non-votes" result from shares that are held by a bank, broker, dealer or other nominee that are represented at the Annual Meeting, but with respect to which the nominee holding those shares (i) has not received instructions from the beneficial owner of the shares to vote on the particular proposal, and (ii) does not have discretionary voting power with respect to the particular proposal. Please see the question, titled "Who can vote at the Annual Meeting" below for a discussion of beneficial ownership. Whether a nominee has authority to vote shares that it holds is determined by stock exchange rules. Nominees holding shares of record for beneficial owners generally are entitled to exercise their discretion to vote on Proposal No. 2, but do not have the discretion to vote on Proposal Nos. 1, 3, 4 and 5 unless they receive other instructions from the beneficial owners of the shares. Accordingly, broker non-votes will result for Proposal Nos. 1, 3, 4 and 5. Broker non-votes will not be counted for purposes of determining the number of votes cast or the number of shares present and entitled to vote with respect to these proposals, and will not be counted for any purpose in determining whether these proposals have been approved. Broker non-votes will be counted for purposes of determining the presence or absence of a quorum at the Annual Meeting.

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Stockholders of Record - If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare, then you are a "holder of record". As a holder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares using one of the voting methods described in this Proxy Statement and the Notice.

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Beneficial Owners - If, on the Record Date, your shares were held in an account at a bank, broker, dealer, or other nominee, then you are the "beneficial owner" of shares held in "street name" and this Proxy Statement is being made available to you by that nominee. The nominee holding your account is considered the holder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your nominee on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the holder of record, you may

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•	The name and address of the stockholder and any Stockholder Affiliate proposing to make the nomination and of the person or persons to be nominated;

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The class and number of shares of our Company that are, directly or indirectly, beneficially owned by the stockholder or any Stockholder Affiliate and any derivative positions held or beneficially held by the stockholder or any Stockholder Affiliate and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including, but not limited to, any derivative position, short position, or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Affiliate;

•	A representation that the holder is a stockholder entitled to vote his or her shares at the annual meeting and intends to vote his or her shares in person or by proxy for the person nominated in the notice;

•	A description of all arrangements or understandings between the stockholder(s) or Stockholder Affiliate supporting the nomination and each nominee;

•	Any other information concerning the proposed nominee(s) that our Company would be required to include in the Proxy Statement if the Board of Directors made the nomination;

•	The consent and commitment of the nominee(s) to serve as a director;

•	For each nominee, a completed and signed questionnaire, in a form provided by our Company upon written request, with respect to the background and qualification of such person being nominated and the background of any other person or entity on whose behalf the nomination is being made;

•	For each nominee, a written representation and agreement, in the form provided by our Company upon written request, with regards to any voting commitments, compensatory arrangements with a third party and compliance requirements applicable to directors of our Company;

•	A description of all agreements, arrangements and understandings between the stockholder and Stockholder Affiliate and any other person, including their names, in connection with the nominee; and

•	Whether the stockholder or any Stockholder Affiliate intends to conduct a proxy solicitation.

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•	A brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the meeting;

•	The name and address of the stockholder and any Stockholder Affiliate proposing such business;

•	The class and number of shares of our Company that are, directly or indirectly, beneficially owned by the stockholder and any Stockholder Affiliate;

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Any derivative positions held or beneficially held by the stockholder and any Stockholder Affiliate, and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including, but not limited to, any derivative position, short position, or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Affiliate with respect to our Company's securities;

•	A description of all agreements, arrangements and understandings between such stockholder or any Stockholder Affiliate and any other person or persons (including their names) in connection with the proposal of such business by such stockholder;

•	Any material interest of the stockholder or any Stockholder Affiliate in such business; and

•	Whether the stockholder or any Stockholder Affiliate intends to conduct a proxy solicitation.

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•	Personal and professional integrity

•	Good business judgment

•	Relevant experience and skills

•	Ability to be an effective director in conjunction with the full Board of Directors in collectively serving the long-term interests of our Company's stockholders

•	Commitment to devoting sufficient time and energy to diligently performing duties as a director

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•	Industry Experience - Extensive experience in the footwear industry, including serving as Chief Executive Officer and Vice Chair of Keen, LLC, an outdoor footwear manufacturer. Also served in a variety of positions at Reebok International Ltd. and as Chief Executive Officer and President of The Rockport Company, a subsidiary of Reebok.

•	Entrepreneurial - During his tenure at Keen, LLC, successfully established this incipient brand for future growth.

•	Sales and Marketing Experience - Served as Executive Vice President and Chief Marketing Officer of Reebok International Ltd., a global athletic brand that sells and markets sports and lifestyle products.

•	International Experience - Held key management roles at Reebok International Ltd., Keen LLC and the Company during periods of international expansion.

•	Luxury/Premium Branding Experience - 10 years of experience with the UGG brand, a premier brand in luxurious comfort footwear, handbags, apparel, and cold weather accessories. Participated in the acquisition of the Ralph Lauren Footwear brand, which is managed as a subsidiary of The Rockport Company.

•	Retail Experience and Distribution/Logistics Experience - Owned and operated his own retail stores. While President of The Rockport Company, oversaw retail evolution for the brand, including opening over 50 brand stores. Involved in management of supply chain and distribution channels during his many years of industry experience.

•	Public Company Management Experience - Has served as Chief Executive Officer of our Company for 10 years.

•	Risk Oversight Experience - 17 years of experience as a corporate director with risk oversight responsibilities.

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High Level of Financial Literacy and Experience - Currently serves as a member of our Company's Audit Committee and previously served as Chair of the Audit Committee from 2012. In addition to the positions listed above, from June 2000 to April 2004, Mr. Gibbons was Vice Chair of TMC Communications, Inc., a long distance, data and internet services provider, and was its Chief Executive Officer from June 2001 to April 2003. Mr. Gibbons was also Vice Chair of Assisted Living Corporation, a national provider of assisted living services, from March 2000 to December 2001.

•	Risk Oversight Experience - Extensive experience in risk oversight as a member and the former Chair of our Company's Audit Committee and former Chair of the Audit Committee of National Technical Systems, Corp.

•	Industry Experience - 15-year directorship at our Company.

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Public Company Management Experience - On the board, Chief Executive Officer and Chief Operating Officer of The Learning Network, Inc. Previously employed by The Sports Club Company, which was previously listed on the American Stock Exchange, where he was Chief Executive Officer and a director from July 1999 to February 2000 and was President and Chief Operating Officer from January 1995 to July 1999.

•	Entrepreneurial - Has served in a variety of leadership positions for several companies during periods of expansion.

•	Luxury/Premium Branding Experience - Involved in several different capacities at The Sports Club Company, a company which markets clubs to affluent, health conscious individuals.

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•	High Level of Financial Literacy and Experience - In addition to the Chief Executive Officer and director positions discussed above, served as Chief Financial Officer of Patagonia, Inc., a specialty outdoor apparel and equipment manufacturer. Also holds a B.A. in Economics from Connecticut College and an MBA from the University of Southern California.

•	Risk Oversight Experience - Serves as a member of the Audit Committee and serves on the board of The Directors' Organization Ltd. and Performance Sports Group, Ltd.

•	Luxury/Premium Branding Experience - In addition to serving as Chief Executive Officer of Coyuchi, Inc., served as Chief Executive Officer of Smith & Hawken, Ltd., a specialty gardening retailer between 1999 and 2001.

•	Industry Experience - Served as Chief Operating Officer and Chief Financial Officer of Patagonia, Inc. when footwear was introduced as a product of the company.

•	Distribution/Logistics Experience - As Chief Executive Officer of Coyuchi, Inc., Chief Executive Officer of Smith & Hawken, Ltd, and Chief Operating Officer of Patagonia, Inc. gained extensive experience in management of supply chain and distribution issues.

•	Sales and Marketing Expertise - Sales teams reported directly to Ms. Barsa in her roles at Patagonia Inc., Smith & Hawken, Ltd and Coyuchi, Inc. Direct sales and marketing experience as Chief Executive Officer of Investors' Circle and founder of HeadStart Custom Helmets.

•	Retail Experience - Executive experience at Patagonia, Inc., Smith & Hawken, Ltd. and Coyuchi, Inc., all companies with an important retail component.

•	Entrepreneurial - Has served in a variety of leadership positions for several companies during periods of expansion, including serving as Chief Executive Officer of Embark Stores, Inc., a start-up pet supplies retailer between May 2007 and February 2008.

•	Entrepreneurial - Expertise in building technology companies.

•	High Level of Financial Literacy and Experience - Has held numerous senior management positions with other leading companies, including Chief Executive Officer at Magellan Corporation.

•	Public Company Management Experience - Extensive experience with several leading public and private companies, both as an executive and as a board member.

•	Sales/Marketing Experience - Held key sales, marketing and engineering positions at SanDisk Corporation, Chips and Technologies, Signetics and Delco Electronics.

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•	International Experience - Was the Executive Vice President and General Manager, Consumer Business, while at SanDisk Corporation, a global multi-billion dollar company.

•	Risk Oversight Experience - Currently serves as a member of our Company's Audit Committee and has over 8 years of experience as a corporate director with risk oversight responsibilities.

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High Level of Financial Literacy and Experience - In addition to Mr. Devine's experiences at Coach, Inc. and as a director, prior to joining Coach, Inc. served as Chief Financial Officer and Vice President-Finance of Mothers Work, Inc. from February 2000 until November 2001. From 1997 to 2000, was Chief Financial Officer of Strategic Distribution, Inc., a Nasdaq-listed industrial store operator. From 1995 to1997, was Chief Financial Officer at Industrial System Associates, Inc., and for the prior 6 years he was the Director of Finance and Distribution for McMaster-Carr Supply Co. Holds a Bachelor of Science degree in Finance and Marketing from Boston College and an MBA in Finance from the Wharton School of the University of Pennsylvania.

•	Public Company Management Experience - Experience at Coach, Inc. involved managing a public company during a period of high growth.

•	Risk Oversight Experience - 9 years of experience as a corporate director with risk oversight responsibilities.

•	Luxury/Premium Branding Experience - Coach, Inc. is a leading marketer of modern classic American accessories.

•	Industry Experience - In addition to experience at Coach, Inc., serves as a director of Express, Inc., a nationally recognized specialty apparel and accessory retailer offering both women's and men's merchandise.

•	Distribution/Logistics Experience and Retail Experience - Involved in supply chain and wholesale and retail distribution channels while at Coach, Inc.

•	International Experience - Involved in a global brand with worldwide operations while at Coach, Inc.

•	Entrepreneurial - Involved in the formation of a myriad of different successful business enterprises, from music to apparel. From 1990 to 2003, served as an executive with Chartwell Partners, LLC, a family owned boutique investment and holding company specializing in the entertainment, media and real estate industries.

•	Industry Experience - Experience in apparel and has been a director of our Company for 10 years.

•	Sales and Marketing Experience - Experience with designing and implementing marketing and sales plans in the music industry, internet retail, real estate industry and the sports apparel industry.

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•	Risk Oversight Experience - In addition to the director and management experiences discussed above, from 1984 to 1990, served as in-house counsel at Triad Artists, Inc., one of the then premier talent agencies in the world, and prior to that, from 1982 to 1984, he practiced law as an attorney in California.

•	Public Company Management Experience - 10-year directorship at our Company. From 1992 to 2007, Mr. Perenchio was a director of Univision Communications Inc., the leading Spanish-language media company in the United States.

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Public Company Management Experience - As the former president of Tiffany & Co., oversaw retail sales in Tiffany stores in more than 50 countries, with responsibility for the company's global expansion strategy, including the significant Tiffany & Co. presence established throughout Asia. Joined Tiffany & Co. in 1986 and held a series of significant positions including Vice Chairman prior to his appointment as President in 2003.

•	Luxury/Premium Branding Experience - Tiffany & Co. is a jeweler and specialty retailer whose principal merchandise offering is fine jewelry.

•	Distribution/Logistics Experience and Retail Experience - At Tiffany & Co., involved in supply chain, retail and other distribution channels.

•	International Experience - While at Tiffany & Co., involved in a global brand with worldwide operations.

•	Risk Oversight Experience - 20 years of experience as a corporate director with risk oversight responsibilities.

•	Public Company Management Experience - Joined The Gap Inc. (NYSE: GPS) in 1992 and served for 16 years in numerous leadership roles including Chief Administrative Officer, Chief Legal Officer and corporate secretary.

•	Distribution/Logistics Experience and Retail Experience - Involved in retail and other distribution channels and supply chain while at The Gap Inc. and as a consultant.

•	International Experience—Involved with global brands with worldwide operations while at The Gap Inc. and as a consultant.

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Industry Experience and Luxury/Premium Branding Experience - Gained experience in footwear, apparel and accessories at The Gap Inc., Charlotte Russe Holdings, Inc. and through consulting business. The Gap Inc. is a leading global specialty retailer offering clothing, footwear, accessories, and personal care products for men, women, children, and babies under the Gap, Banana Republic, Old Navy, Piperlime, and Athleta brands.

•	Risk Oversight Experience - In addition to her other leadership roles at The Gap Inc., Ms. Shanahan served as Chief Compliance Officer and Chief Legal Officer where she oversaw the global corporate risk committee as well as the global governance and compliance organization.

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•	Industry Experience - Over 24 years of experience in brand management, digital strategy and execution.

•	Financial Literacy and Experience - Leads strategy, business development and revenue growth plans for large partners using Google, Inc. products.

•	Entrepreneurial - Served as President, Chief Operating Officer, and Co-Founder of Nia Enterprises, a web-based company.

•	Sales and Marketing Experience - Sales, marketing, global pricing and online advertising experience.

•	International Experience - Currently the Vice President, Partner Business Solutions, Americas at Google, Inc. and has worked for Chrysler Group and IBM Corporation, which are multi-billion dollar global companies.

•	Public Company Management Experience - Strategic planning, operational large scale (multi-billion). 10-year management career at IBM Corporation.

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(1)	For each year, Realized pay includes the following: Base salary actually paid, Cash Incentive Plan actually paid, All Other Compensation actually paid, and for the Equity Incentive Awards as follows:

(2)	Stock Price at FYE is determined as of the last day of the fiscal year end for each year which was December 31, 2012, December 31, 2013 and March 31, 2015.

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(1)	For FY 2015, the final Cash Incentive Plan compensation was multiplied by 1.25 to address the change in fiscal year from December 31 to March 31. There was no separate Cash Incentive Plan compensation paid out in 2014T.

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(1)

In addition to the Threshold Performance criteria, (i) in order to receive the Company Profit Portion of the award, a Revenue gate of at least $1.725 billion had to be met and (ii) in order to receive the Financial-Performance Portion of the award, an EBITDA gate of at least $250 million had to be met. These gates were selected by the Committee based on a number of factors, including our Company's long term strategic plan and our Company's performance during the previous fiscal year.

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(1)	The FY 2015 diluted EPS goal for purposes of determining satisfaction of the NSU award achievement excluded the impact of share repurchases during the year, pursuant to the formula established by the Committee at the time the awards were granted.

(1)	LTIP Awards - longer performance period (10 years)

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(1)	The 2015 NSUs, which were earned at 88.9% of target are included above at a stock price equal to the market value as of March 31, 2015, or $72.87.

(2)	The 2015 LTIP performance goals are based on the financial performance as of the 12-month period ending March 31, 2017 and therefore the Actual Performance Goal Achievement Percentage, Payout Percentage and CEO Realized Pay by Award cannot be determined at this time.

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The incentive compensation payment or award (or the vesting of such award) was based upon the achievement of financial results, as reported in a Form 10-Q, Form 10-K or other report filed with the Securities and Exchange Commission (“SEC”), that were subsequently the subject of a restatement to correct an accounting error due to material noncompliance with any financial reporting requirement under the federal securities laws;

•	A lower payment or award would have been made to such Executive Officer (or lesser or no vesting would have occurred with respect to such award) based upon the restated financial results; and

•	The need for the restatement was identified within three years after the date of the first public issuance or filing of the financial results that were subsequently restated.

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•	401(k) defined contribution plan;

•	401(k) plan Company match of 50% of each eligible participant's tax-deferred contributions on up to 6% of eligible compensation on a per payroll period basis, with a true-up contribution if such eligible participant is employed by our Company on the lst day of the calendar year;

•	Premiums for long-term disability insurance and life insurance;

•	Health and welfare benefit plans;

•	Standard employee product discounts; and

•	NEOs and certain other senior executives eligible to contribute to our Company's Nonqualified Deferred Compensation Plan (the "NQDC Plan"). During FY 2015, we did not provide a match on executive deferrals in the NQDC Plan. The plan is described in further detail in the section of this Proxy Statement titled "Nonqualified Deferred Compensation."

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•	Our compensation program consists of both guaranteed pay (salary, benefits and perquisites) and at-risk pay (Cash Incentive Plan awards and Equity Incentive Awards) and the Committee reviews this mix annually.

•	The performance goals relating to our Cash Incentive Plan involve a mix of Company performance goals.

•	Amounts paid under our Cash Incentive Plan are capped at 200% of target.

•	Our compensation program encourages executive retention through the vesting provisions of awards.

•	We have adopted stock ownership guidelines for our NEOs, which ensures that the interests of our executive officers are aligned with our stockholders.

•	Our Equity Incentive Awards are subject to clawback provisions.

•	Our insider trading policy prohibits our NEOs and other key executives from hedging the economic interest in our Company securities that they hold.

•	The Committee retains ultimate oversight over the compensation of our NEOs and retains the ability to use discretion where appropriate.

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(1)

The amounts in this column represent the aggregate grant date fair value of the respective awards computed in accordance with FASB ASC Topic 718. For information about the assumptions underlying these computations, please refer to Note 7 to our consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended March 31, 2015. In accordance with Instruction 3 to Item 402(c)(2)(v) of Regulation S-K, for those awards that are subject to the satisfaction of performance conditions, the amounts reported reflect the fair value at the grant date based upon the probable outcome of such conditions.

•	2012 LTIP Awards: $4,788,944 for Angel Martinez, $1,646,224 for Thomas George, and $1,646,224 for Constance Rishwain. The achievement of the performance conditions relating to the 2012 LTIP

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2012 NSU Awards: $1,320,900 for Angel Martinez, $786,250 for Thomas George, and $629,000 for Constance Rishwain. The achievement of the performance conditions relating to the 2012 NSU awards was deemed probable at the date of grant and therefore amounts with respect to these awards are included in the table above at grant date fair value. However, subsequent to the date of grant, it was determined that the performance conditions relating to the 2012 NSU awards were not met.

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2013 LTIP Awards: $2,535,600 for Angel Martinez, $633,900 for Thomas George, $887,460 for David Powers, and $1,394,580 for Constance Rishwain. 2013 LTIP RSU awards were deemed probable to vest at 50% at the date of grant and therefore amounts with respect to these awards are included in the table above at grant date fair value. As of March 31, 2015, the performance conditions related to the 2013 LTIP awards are not probable of being achieved and therefore the awards are not expected to be earned.

•	2013 NSU Awards: $1,559,320 for Angel Martinez, $918,885 for Thomas George, $835,350 for David Powers, and $668,280 for Constance Rishwain. 2013 NSU awards were deemed probable at the date of grant and therefore amounts with respect to these awards are included in the table above at grant date fair value.

•	2015 NSU Awards: $1,599,986 for Angel Martinez, $320,032 for Thomas George, $460,002 for David Powers, and $400,040 for Constance Rishwain. 2015 NSU awards were deemed probable at the date of grant and therefore amounts with respect to these awards are included in the table above at grant date fair value.

•	2015 LTIP Awards: $4,800,037 for Angel Martinez, $960,007 for Thomas George, $1,380,097 for David Powers, and $1,200,058 for Constance Rishwain. The achievement of the performance conditions relating to the 2015 LTIP awards were deemed probable at the date of grant and therefore amounts with respect to these awards are included in the table above at grant date fair value.

•	Mr. Lafitte's stock award represents a time-based NSU award granted at hire.

(2)

The amounts in this column reflect the amount of the cash bonuses paid to the Named Executive Officers under the Annual Cash Incentive Plan, which is discussed in further detail under the heading "Annual Cash Incentive Compensation" above. For FY 2015, the final annual cash incentive plan compensation was multiplied by 1.25 to address the change in fiscal year from December 31 to March 31. There was no separate annual incentive plan compensation paid out in 2014T.

(3)	The amounts in this column reflect our Company's 401(k) matching contributions and life insurance premiums paid for the benefit of the Named Executive Officers.

(4)	Mr. Powers joined our Company in August 2012 and was not an NEO for fiscal year 2012.

(5)	Mr. Lafitte joined our Company in February 2015. The bonus amount reflects a one-time cash sign on bonus paid at hire.

(6)	On July 31, 2015, Ms. Rishwain stepped down from her position. Refer to the section of this Proxy Statement titled "Separation of Employment with Constance X. Rishwain" for additional information.

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(1)	All awards granted on June 27, 2014 were performance-level NSU awards. All awards granted on September 18, 2014 were LTIP awards. The award granted on February 2, 2015 was a time-based NSU award granted upon hire.

(2)	Refer to the section of this Proxy Statement titled "Annual Cash Incentive Compensation" above for further discussion on actual amounts paid to NEOs pursuant to the 2015 Annual Cash Incentive Plan.

(3)	Refer to the section of this Proxy Statement titled "Equity Incentive Plan Compensation" above for further discussion on the awards that may be earned by our NEOs. All grants were made under the 2006 Plan.

(4)	Amounts reported reflect the grant date fair value based upon the probable outcome of the performance conditions. Assuming the highest level of performance condition will be met, the maximum compensation cost to be recognized for awards granted on 9/18/2014 is: $4,800,037 for Angel Martinez, $960,007 for Thomas George, $1,380,096 for David Powers, and $1,200,058 for Constance Rishwain.

(5)	Mr. Lafitte was not eligible to participate in the 2015 Annual Cash Incentive Plan because he was hired during the fourth quarter of the fiscal year. At hire, Mr. Lafitte received a one-time cash sign-on bonus of $300,000 and a time-based equity incentive award with a grant date fair value of $899,997.

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(1)	All SARs that remain outstanding were granted on May 9, 2007. 2007 LTIP SARs may vest subject to the satisfaction of long-term performance objectives and long-term service conditions. Provided the service conditions are met, the 2007 LTIP SAR awards will vest 80% on December 31, 2015 and 20% on December 31, 2016.

(2)

This column includes 2007 LTIP, 2012 LTIP (at the 200% maximum amount), 2013 LTIP (at the 150% maximum amount), and 2015 LTIP (at the 200% maximum amount) RSUs granted on May 9, 2007, May 24, 2012, December 13, 2013, and September 18, 2014, respectively, the vesting of which are subject to the satisfaction of long-term performance objectives and service conditions. Provided the conditions are met, the 2012 LTIP awards will vest on December 31, 2015, the 2007 LTIP RSU awards will vest 80% on December 31, 2015 and 20% on December 31, 2016, the 2013 LTIP awards will vest on March 31, 2016, and the 2015 LTIP awards will vest on March 31, 2017. Refer to the section of this Proxy Statement titled "Grants of Plan Based Awards in 2015" above for more detail).

(3)	The amounts in this column reflect the closing price of our Company's Common Stock on March 31, 2015, which was $72.87.

(4)	Consists of (i) 18,667 NSUs, which represents 66.7% of the NSUs granted on March 29, 2013, which shares vest 33.3% on December 15 of 2015 and 2016; and (ii) 16,534 NSUs granted on June 27, 2014, which shares vest 33.3% on March 31 of 2016, 2017, and 2018.

(5)	Consists of (i) 11,000 NSUs, which represents 66.7% of the NSUs granted on March 29, 2013, which shares vest 33.3% on December 15 of 2015 and 2016; and (ii) 3,307 NSUs granted on June 27, 2014 which shares vest 33.3% on March 31 of 2016, 2017, and 2018.

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(6)

Consists of (i) 1,667 Time-based Equity Incentive awards, which represents 33.3% of the restricted stock units granted on March 29, 2013, which shares vest on December 15 of 2015; (ii) 6,667 NSUs, which represents 66.7% of the NSUs granted on March 29, 2013, which shares vest 33.3% on December 15 of 2015 and 2016; and (iii) 4,753 NSUs granted on June 27, 2014, which shares vest 33.3% on March 31 of 2016, 2017, and 2018.

(7)	Consists of (i) 13,051 Time-based Equity Incentive awards, which represents 100% of the restricted stock units granted on February 2, 2015, which shares vest 33.3% on February 2 of 2016, 2017, and 2018.

(8)	Consists of (i) 8,000 NSUs, which represents 66.7% of the NSUs granted on March 29, 2013, which shares vest 33.3% on December 15 of 2015 and 2016; and (ii) 4,134 NSUs granted on June 27, 2014, which shares vest 33.3% on March 31 of 2016, 2017, and 2018.

(9)	Consists of (i) 37,500 2007 LTIP RSUs; (ii) 85,334 2012 LTIP RSUs at the maximum level 200%; (iii) 30,000 2013 LTIP RSUs at the maximum level 150%; and (iv) 48,950 2015 LTIP RSUs at the maximum level 200%.

(10)	Consists of (i) 29,334 2012 LTIP RSUs at the maximum level 200%; (ii) 7,500 2013 LTIP RSUs at the maximum level 150%; and (iii) 9,790 2015 LTIP RSUs at the maximum level 200%.

(11)	Consists of (i) 10,500 2013 LTIP RSUs at the maximum level 150%; and (iii) 14,074 2015 LTIP RSUs at the maximum level 200%.

(12)	Consists of (i) 10,500 2007 LTIP RSUs; (ii) 29,334 2012 LTIP RSUs at 200%; (iii) 16,500 2013 LTIP RSUs at the maximum level 150%; and (iv) 12,238 2015 LTIP RSUs at the maximum level 200%.

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(1)	Total shares received net of shares withheld for taxes were 9,002 by Angel R. Martinez; 4,017 by Thomas A. George; 3,121 by David Powers; and 3,937 by Constance X. Rishwain.

(2)	The amounts in this column reflect the closing price of our Company's Common Stock on the applicable vesting dates.

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(1)	The amounts reported in this column reflect contributions made by our NEOs under the plan. Such amounts are separately reported in the "Summary Compensation Table" above, and do not reflect amounts in addition to those amounts.

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•	payment of his or her accrued base salary, accrued vacation, reimbursement for reimbursable expenses, accrued and vested benefits under our Company's plans or programs and other benefits required to be paid by law, accrued but unpaid non-equity incentive bonus for the prior fiscal year (excluding any non-equity incentive bonus for the year of termination); and

•	right to exercise all vested unexercised SARs and awards outstanding as of the termination date.

•	pro-rated portion of his or her non-equity incentive bonus for the current fiscal year based on actual length of service during the year of termination.

•	payment of his or her then effective base salary for one year following his or her termination, subject to such executive signing a release; and

•	receipt of health benefits for a period of one year following his or her termination or his or her attainment of alternative employment that provides health benefits, whichever is earlier.

•

subject to such executive signing a release, payment of one and one-half times his or her then effective annual base salary plus the greater of (i) one and one-half times the targeted non-equity incentive bonus immediately prior to the termination or (ii) one and one-half times the average actual non-equity incentive bonus for the previous three years. Mr. Martinez will receive two times his annual base salary plus the greater of (i) two times the targeted incentive bonus immediately prior to termination or (ii) two times the average actual non-equity incentive bonus for the previous three years, subject to signing a release.

•	receipt of health benefits for a period of eighteen months following his or her termination or his or her attainment of alternative employment that provides health benefits, whichever is earlier. Mr. Martinez will receive these benefits for two years.

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(1)	Represents grants of 391 shares of Common Stock at a per share price of $79.16 on June 16, 2014, 327 shares of Common Stock at a per share price of $96.65 on September 15, 2014, 323 shares of Common Stock at a per share price of $95.49 on December 15, 2014, and 430 shares of Common Stock at a per share price of $71.12 on March 16, 2015.

(2)	Amounts of compensation received on June 16, 2014, September 15, 2014 and December 15, 2014 were deferred until January 1, 2015. Amount of compensation received on March 16, 2015 is being deferred until January 4, 2016. All amounts were/are being deferred pursuant to such director's election under the Deferred Stock Unit Compensation Plan.

(3)	Represents grant of 418 shares of Common Stock at a per share price of $73.66 on March 17, 2014.

(4)	Entire amount of compensation was deferred until January 1, 2015 pursuant to such director's election under the Deferred Stock Unit Compensation Plan.

(5)	Represents grant of 391 shares of Common Stock at a per share price of $79.16 on June 16, 2014.

(6)	Represents grants of 391 shares of Common Stock at a per share price of $79.16 on June 16, 2014, 327 shares of Common Stock at a per share price of $96.65 on September 15, 2014, and 323 shares of Common Stock at a per share price of $95.49 on December 15, 2014.

(7)	Represents grants of 107 shares of Common Stock at a per share price of $99.15 on September 19, 2014, 323 shares of Common Stock at a per share price of $95.49 on December 15, 2014, and 430 shares of Common Stock at a per share price of $71.12 on March 16, 2015.

(8)	Represents grants of 108 shares of Common Stock at a per share price of $92.31 on December 16, 2014, and 430 shares of Common Stock at a per share price of $71.12 on March 16, 2015.

(9)	Mr. Martinez received compensation as President and Chief Executive Officer of our Company for the transition period and FY 2015 as set forth in the "Summary Compensation Table". He did not receive any compensation as a director in the transition period or FY2015.

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(10)	Ms. Stewart joined our Board of Directors on September 16, 2014.

(11)	Mr. Chan joined our Board of Directors on December 16, 2014.

(12)	Mr. Licklider resigned his position as a director of our Company, effective June 18, 2014.

(13)	Ms. Conners resigned her position as a director of our Company, effective December 16, 2014.

(14)	Amounts of compensation received on June 16, 2014, September 15, 2014 and December 15, 2014 were deferred until January 1, 2020. Amount of compensation received on March 16, 2015 was deferred until January 1, 2019. All amounts were deferred pursuant to the Deferred Stock Unit Compensation Plan.

(15)	Entire amount of compensation was deferred until January 1, 2020 pursuant to the Deferred Stock Unit Compensation Plan.

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(1)

This amount includes shares underlying SARs, RSUs and NSUs outstanding pursuant to the 2006 Equity Incentive Plan as of March 31, 2015. For awards subject to performance-based vesting criteria, the amount reported reflects the number of shares to be issued if the “maximum” performance level is achieved. However, we have determined that it is not probable that the “maximum” performance level will be achieved for certain awards. Assuming the “maximum” performance levels are not obtained for each of the outstanding awards, and assuming instead that the “target” performance levels are obtained, the amount reported would be decreased by 256,938 shares, and the amount shown in column (3) would be increased by an equal number of shares. Thus, the reported amount may significantly overstate the number of shares that are subject to outstanding awards under the 2006 Equity Incentive Plan. Refer to the section of this Proxy Statement titled “Equity Incentive Plan Compensation” for additional information.

(2)	This amount reflects the weighted-average exercise price of the outstanding SARs issued pursuant to the 2006 Equity Incentive Plan, based on the closing price of our Common Stock on the respective grant dates. This amount does not take into account shares issuable upon the vesting of outstanding RSUs or NSUs, which have no exercise price.

(3)	This amount reflects the 6,000,000 shares reserved for issuance under the 2006 Equity Incentive Plan less the number of shares reported in column (1). This amount is subject to increase depending on our achievement with respect to certain performance criteria as discussed in footnote 1 above.

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*	Percentage of shares beneficially owned does not exceed 1% of our Company's total outstanding Common Stock.

(1)	The address of each beneficial owner is 250 Coromar Drive, Goleta, California 93117, unless otherwise noted.

(2)	Unless otherwise noted, our Company believes that each individual or entity named has sole investment and voting power with respect to the shares of Common Stock indicated as beneficially owned by them, subject to community property laws, where applicable.

(3)

Pursuant to Rule 13d-3(d)(1) of the Exchange Act, shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable on or before the date that is 60 days after May 31, 2015 are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but not deemed outstanding for the purpose of calculating the percentage owned by any other person listed.

(4)	Includes exercisable SARs of 160,000.

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(5)	All shares are held by the Gibbons Living Trust on behalf of Mr. Gibbons, who has joint voting and investment power.

(6)	Additional shares are deferred until future years pursuant to such director's election under the Deferred Stock Unit Compensation Plan and are not reflected above.

(7)	This information is based solely on a Schedule 13G filed by the party on May 8, 2015, whose business address is 55 East 52nd Street, New York, NY 10055. BlackRock, Inc., which identifies itself as a parent holding company, has sole voting power for 3,603,769 shares and sole dispositive power for 3,841,071 shares.

(8)	This information is based solely on a Schedule 13G filed by the party on February 13, 2015, whose business address is 1801 Bayberry Court, Suite 301, Richmond, VA 23226. The London Company has sole voting and dispositive power for 2,189,913 shares and shared dispositive power for 221,945 shares.

(9)	This information is based solely on a Schedule 13G filed by the party on February 10, 2015, whose business address is 100 Vanguard Blvd., Malvern, PA 19355. The Vanguard Group has sole voting power for 23,444 shares, sole dispositive power for 2,031,985 shares and shared dispositive power for 20,268 shares.

(10)

This information is based solely on a Schedule 13G/A filed by the party on February 13, 2015, whose business address is 245 Summer Street, Boston, MA 02210. FMR LLC, is the beneficial owner of 1,961,156 shares. Edward C. Johnson 3d, Abigail P. Johnson and FMR LLC, through its control of Fidelity Management & Research Company ("FMR"), a wholly-owned subsidiary of FMR LLC, and the Fidelity Funds each has sole power to dispose of 1,961,156 shares. FMR LLC has sole voting power for 3,054 shares. Edward C. Johnson 3d, and members of his family, including Abigail P. Johnson, collectively represent 49% of the voting power of FMR LLC and may constitute a controlling group with respect to FMR LLC. Neither Edward C. Johnson 3d nor Abigail P. Johnson nor FMR LLC has the sole power to vote or direct the voting of shares owned directly by the Fidelity Funds, which power resides with the board of trustees of the Fidelity Funds.

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•	Attract, incent and retain key executives

•	Align executives' interests with those of our stockholders

•	Pay for performance

•	Reward achievement of short-term and long-term goals

•	Providing both cash and equity awards and an appropriate mix of these awards

•	Establishing performance goals to reflect Company-wide financial and operating performance

•	Requiring achievement of long and short-term Company goals before payment of certain compensation elements

•	Including reasonable vesting provisions for our equity awards

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(1)	Shares granted in period includes all awards at their "target" performance factor.

(2)	The transition period 2014T, is excluded from the 3-year average burn rate because annual grants were not issued. Shares granted in 2014T reflect quarterly shares issued pursuant to the Compensation Plan for our Board of Directors.

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