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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): February 1, 2024


DECKERS OUTDOOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware001-3643695-3015862
(State of Incorporation)(Commission File Number) (I.R.S. Employer Identification No.)
250 Coromar Drive, Goleta, California 93117
(Address of principal executive offices) (Zip Code)
(805) 967-7611
(Registrant's telephone number, including area code)

N/A
(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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareDECKNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of David Powers as President and Chief Executive Officer

On February 1, 2024, Dave Powers announced his intention to retire from his position as Chief Executive Officer and President of Deckers Outdoor Corporation (the “Company”), effective August 1, 2024 (the “Retirement Date”).

Following the Retirement Date, the Company expects Mr. Powers will continue to serve as a member of the board of directors of the Company (the “Board”), subject to compliance with the terms of the Company’s certificate of incorporation and bylaws, as such may be amended from time to time. To the extent Mr. Powers continues to serve as a director following the Retirement Date, the Company expects he will receive director compensation consistent with the terms of the Company’s standard non-employee director compensation policy.

Appointment of Stefano Caroti as President and Chief Executive Officer

On February 1, 2024, the Company announced that Stefano Caroti will be appointed as President and Chief Executive Officer, effective August 1, 2024.

Mr. Caroti, age 60, was appointed as the Company’s Chief Commercial Officer in April 2023. Prior to this, he served as the Company’s President of Omni-Channel since November 2015 and as Interim President of HOKA since May 2022. He has over 32 years of industry experience in general management, sales, retail, product, marketing, business strategy and brand management. Prior to joining the Company, Mr. Caroti was the Chief Commercial Officer and Managing Director at PUMA, from August 2008 to December 2014, where he was responsible for PUMA’s global wholesale, retail and e-commerce divisions and PUMA’s geographic operating regions. Prior to that, he held a number of senior executive positions at NIKE, Inc. in general management, sales, product and marketing, and during his term as Vice President of EMEA Commerce, he was responsible for the entire wholesale, retail and e-commerce business in the EMEA region. He received a B.A. with honors from Middlebury College.

In connection with Mr. Caroti's appointment, and following consultation with its independent compensation consultant, the Talent and Compensation Committee has approved the following: (i) an annual base salary of $1,200,000, (ii) an annual cash incentive award with a target amount equal to 150% of annual base salary, subject to the Company’s achievement of certain performance objectives to be determined by the Talent and Compensation Committee, and (iii) the issuance of approximately $6,000,000 of equity awards pursuant to the Company's 2015 Stock Incentive Plan, the terms of which have not been finally determined, but which are expected to be issued consistent with the Company's executive compensation program.

Mr. Caroti and the Company will enter into a new Change in Control and Severance Agreement (the “Severance Agreement”), effective as of August 1, 2024, which will supersede and replace his existing Change in Control and Severance Agreement. The terms of the Severance Agreement are expected to be materially consistent with the Company’s standard form of Change in Control and Severance Agreement applicable to the Chief Executive Officer. The form of Change in Control and Severance Agreement was attached as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, which was filed with the Securities and Exchange Commission on August 6, 2020.

There are no arrangements or understandings between Mr. Caroti and any other person pursuant to which he was selected to serve as President and Chief Executive Officer. There are no family relationships between Mr. Caroti and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. Except for his employment relationship with the Company and the compensation arrangements arising in connection therewith, there are no relationships involving Mr. Caroti that are required to be reported pursuant to Item 404(a) of Regulation S-K.

Issuance of Press Release

A copy of the press release announcing the retirement of Mr. Powers as President and Chief Executive Officer, and the appointment of Mr. Caroti as President and Chief Executive Officer, in each case effective August 1, 2024, is attached hereto as Exhibit 99.1.



The information contained in Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K (this “Current Report”) contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which statements are subject to considerable risks and uncertainties. Forward-looking statements include all statements other than statements of historical fact contained in this Current Report, including statements regarding the expected timing and impact of the executive transition, the compensation to be paid to Mr. Caroti, and the future composition of the Board. Such statements often include 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 our management’s current expectations and predictions about trends affecting our business and industry and are based on information available as of the time such statements are made. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy or completeness. Forward-looking statements involve numerous known and unknown risks, uncertainties and other factors that may cause our 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 our actual results to materially differ from those expressed or implied by these forward-looking statements are described in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, as well as in our Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission.

Any forward-looking statement made by us in this Current Report is based only on information currently available to us and speaks only as of the date on which it is made. Except as required by applicable law or the listing rules of the New York Stock Exchange, we expressly disclaim any intent or obligation to update any forward-looking statements, or to update the reasons 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 our expectations, or as a result of the availability of new information.


Item 9.01
Financial Statements and Exhibits.
(d)    Exhibits.


Exhibit No.
Description.
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).














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.

Date: February 1, 2024
Deckers Outdoor Corporation
/s/ Thomas Garcia
Thomas Garcia, Chief Administrative Officer





































image_0a.jpg

Deckers Brands Announces CEO Succession Plan

Dave Powers to Retire as President and Chief Executive Officer, Effective August 1, 2024

Chief Commercial Officer Stefano Caroti to Become President and CEO

GOLETA, Calif., February 1, 2024 – Deckers Brands (NYSE: DECK), a global leader in designing, marketing, and distributing innovative footwear, apparel, and accessories, today announced that Dave Powers has decided to retire as President and Chief Executive Officer, effective August 1, 2024. Powers is expected to continue serving as a member of the Company’s Board of Directors (the “Board”) through the 2025 Annual Meeting of Stockholders. Stefano Caroti, the Company’s Chief Commercial Officer, will be appointed President and Chief Executive Officer, effective upon Powers’ retirement. His appointment follows a thorough succession planning process conducted by the Board, assisted by a leading executive search firm. Deckers also expects Caroti will be nominated to serve as a member of the Board at the 2024 Annual Meeting of Stockholders.

“For more than a decade, Dave has played an instrumental role in building Deckers into the leader it is today,” said Mike Devine, Chairman of the Board. “Dave has fostered each of our brands so that they have become consumer favorites, capitalizing on market trends and dramatically increasing shareholder value throughout his tenure. On behalf of the entire Board and management team, I thank Dave for his outstanding leadership over the last decade and wish him the best in his retirement. We look forward to continuing to benefit from Dave’s insights as CEO in the coming months, and then as a director.”

“Serving as CEO of Deckers has been a great honor, and I am incredibly proud of our accomplishments to date,” said Powers. “Since joining Deckers in 2012, we have experienced explosive growth driven by incredible – and still increasing – brand heat across UGG and HOKA. Our organization has proven to be incredibly resilient, and we have worked with agility to continuously achieve our goal of doing good and doing great. I’m confident Deckers will continue to excel throughout this transition and into the future with Stefano at the helm, and I wish all my colleagues the best as we begin our next chapter.”

Devine continued, “We are thrilled to name Stefano as our next President and CEO. Stefano has extensive industry experience and has seamlessly led our Omni-Channel, Regional and HOKA brand operations during some of Deckers’ most pivotal years. He has been a key member of the executive team helping to craft and progress our consumer-focused strategy and inclusive, engaged culture. Stefano’s demonstrated success and passion for our values make him the clear choice to lead Deckers into the future.”

“It is a privilege to step into this role as we continue to build on Deckers’ strong momentum,” said Caroti. “Over the next six months, I look forward to working with Dave, who is a great mentor, colleague and friend, to continue executing on our strategy and ensure a smooth transition. With our experienced management team, dedicated employees, and innovative products that resonate with consumers around the world, Deckers is well positioned to continue cutting through a highly competitive marketplace and take advantage of the many opportunities ahead.”

Caroti has over 32 years of industry experience in general management, sales, retail, product, marketing, business strategy and brand management. He was appointed as Chief Commercial Officer of Deckers in April 2023, after serving as the Company’s President of Omni-Channel for nearly eight years and as Interim President of HOKA. Prior to joining Deckers, Caroti was the chief commercial officer and managing director at PUMA and held a number of senior executive positions at NIKE, Inc. including vice president of EMEA commerce, vice president of EMEA footwear and general manager for Germany and Italy. He received a B.A. with honors from Middlebury College.





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®, HOKA®, Teva®, Sanuk®, and Koolaburra®. 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 50 years of history building niche footwear brands into lifestyle market leaders attracting millions of loyal consumers globally. For more information, please visit www.deckers.com.

Forward Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements in this press release relate to the expected timing and impact of the executive transition, the future composition of the Board of Directors, and the Company’s ability to build on its momentum, compete in the marketplace, and achieve its financial and strategic objectives. You can identify forward-looking statements by the use of words such as "may," "will," "could," "anticipate," "expect," "intend," "believe," "continue," or the negative of such terms, or other comparable terminology. Forward-looking statements include the assumptions underlying or relating to such statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and trends that we believe may affect its business, results of operations and financial condition. The outcomes of the events described in these forward-looking statements are subject to risks, uncertainties and other factors described under the heading "Risk Factors" in the reports the Company files with the Securities and Exchange Commission. The Company cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those expressed or implied in the forward-looking statements. The forward-looking statements made in this press release relate only to events as of the date of this press release. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made.

# # #
Investor Contact:
Erinn Kohler | VP, Investor Relations & Corporate Planning | Deckers Brands | 805.967.7611

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