Deckers Outdoor Corporation · NYSE:DECK
Deckers Outdoor — Proxy Contest (November 2017)
12 slides from Deckers Outdoor's proxy contest presentation, Nov 21, 2017
Slide 1: Response to DECK Investor Presentation November 2017
Response to DECK Investor Presentation November 2017
Slide 2: Disclaimer
DISCLAIMER The views expressed in this presentation (the “Presentation”) represent the opinions of Marcato Capital Management LP and/or certain affiliates (“Marcato”) and the investment funds it manages that hold shares in Deckers Outdoor Corporation (the “Company”). This Presentation is for informa
Slide 3: Cautionary Statement Regarding Forward-Looking Statements
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS The information herein contains “forward-looking statements.” Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “ma
Slide 4: Certain Information Concerning the Participants
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS Marcato International Master Fund, Ltd. (“Marcato International”), Marcato Capital Management LP (“Marcato”) and the other Participants (as defined below) have filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement a
Slide 5: Deckers' Business Transformation Claims Are Not New
DECKERS’ “BUSINESS TRANSFORMATION” CLAIMS ARE NOT NEW Deckers has claimed to be in a “business transformation” since at least FQ4 2013 Deckers has been in a “business transformation” since at least FQ4 2013 Source: Deckers SEC filings. Note: See following page for company quotes.
Slide 6: Deckers' Business Transformation Claims Are Not New (Quotes)
DECKERS’ “BUSINESS TRANSFORMATION” CLAIMS ARE NOT NEW Business Transformation Status Who/When “Shifting gears, as we’ve talked about previously, we have been working on disciplined processes to Dave Powers, President, drive efficiencies across the organization, and looking at our total operations fo
Slide 7: Deckers Uses Misleading Statements About Shareholder Returns
DECKERS USES MISLEADING STATEMENTS ABOUT SHAREHOLDER RETURNS Even using company selected dates, 2 year share price gain is 43% not 143% 2 Year gain is 43% not 143% DECK Price on 10/27/15 $50.75 DECK Price on 10/27/17 $72.49 Price Gain/(Loss) 43% Source: Deckers SEC filings. 6 Deckers’ Board and mana
Slide 8: Company's TSR Calculation References an 8-Year Low Share Price
COMPANY’S 5 YEAR TSR CALCULATION REFERENCES AN 8 YEAR LOW DECKERS SHARE PRICE $150 10/31/12 Price: $28.63 $120 $90 $60 $30 $0 Oct-09 Oct-10 Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16 Oct-17 Source: CapIQ, Bloomberg, Company filings. 7
Slide 9: Deckers' Claims on Contribution of Current Leadership Are Misleading
DECKERS’ CLAIMS ON CONTRIBUTION OF CURRENT LEADERSHIP ARE MISLEADING 6 out of 8 independent directors have guided Deckers through underperformance on an absolute and relative basis Absolute TSR(2)(3) Director Karyn Michael James Lauri Bonita Nelson Barsa Devine Quinn Shanahan Stewart Chan Start of t
Slide 10: Deckers Does Not Use TSR Growth as a Metric in Its Comp Plan
DECKERS DOES NOT USE TSR GROWTH AS A METRIC IN ITS CURRENT COMP PLAN DECKERS CONTRADICTS ITSELF ON THE SAME SLIDE ALIGNMENT OF COMPENSATION PROGRAM WITH STRATEGIC AND BUSINESS OBJECTIVES Deckers suggests TSR growth influences equity awards. This is simply not true. Annual Cash Incentive Awards Organ
Slide 11: Deckers Does Not Use TSR Growth as a Metric in Its Comp Plan
DECKERS DOES NOT USE TSR GROWTH AS A METRIC IN ITS CURRENT COMP PLAN EXECUTIVE COMPENSATION We have effectively and consistently tied our compensation program to our strategic and business objectives In early-2017, we reached out to investors holding over 60% of our shares to discuss their views on
Slide 12: Performance Lifestyle Group Trends Overstate Non-Core Performance
DECKERS PERFORMANCE LIFESTYLE GROUP “TRENDS” OVERSTATE NON-CORE PERFORMANCE DECKERS CLAIMS “The Performance Lifestyle Group has performed strongly in the last three years, as demonstrated by strong revenue and operating contribution growth” DECKERS FINANCIALS EX UGG & DTC ($ in millions) $400 $351 $