Underscores Marcato’s Nominees’ Lack of Relevant Experience, Skill
Sets and Knowledge of Deckers
Deckers Urges Stockholders to Vote “FOR” All of Deckers’
Highly Qualified Director Nominees on the WHITE Proxy Card TODAY
GOLETA, Calif.--(BUSINESS WIRE)--
Deckers Brands (NYSE: DECK), a global leader in designing, marketing and
distributing innovative footwear, apparel and accessories, today filed
an investor presentation highlighting Marcato’s continued false and
misleading statements about Deckers and Marcato’s nominees’ lack of
critical and relevant skills, as well as industry and board experience.
The presentation and other important information related to Deckers’
Annual Meeting on December 14, 2017, can be found on Deckers’ website at www.votedeckers.com.
This press release features multimedia. View the full release here:
http://www.businesswire.com/news/home/20171121005304/en/
A few of the misleading tactics used by Marcato highlighted in the
presentation include:
- Cherry-picking dates to show stock price returns. Marcato is
selectively picking its benchmarking date, using
a reference that is over nine months old and does not reflect
Deckers’ current market price. Using the current market price, Deckers
is outperforming its proxy peers by over
70% over the last five years, demonstrating the Company’s strong
long-term performance. Deckers is also outperforming
the Russell 2000 Index by 24% and the Russell 2000 Textiles Apparel &
Shoes Index by over 65% over the last five years using the current
market date.1,2
- Trying to take credit for Deckers’ share price improvement.
Deckers share price has significantly increased beyond any market
reaction to Marcato. While Marcato opportunistically bought its stake
as a significant Deckers stockholder was transitioning out of the
retail sector, also putting significant pressure on the stock price,
Deckers’ stock price surged well above the low-$50s range highlighted
by Marcato to a current price of approximately $71 per share. During
the past nine months, Deckers has demonstrated very strong
performance, including consistently beating consensus EPS, executing
on its $100 million operating profit improvement plan and announcing a
$400 million stock repurchase program. Notably, at the end of our
strategic alternatives process, Deckers’ stock price did not waver.
- Failing to acknowledge the success of Deckers’ strategic
initiatives. Under its current management team and Board of
Directors, Deckers has made tremendous, measurable progress on its
transformation. Well prior to Marcato’s Schedule 13D filing on
February 8, 2017, Deckers had already taken proactive steps, including
hiring a top tier consultant to examine cost structure, announcing
cost savings, making several key management changes and implementing
retail store optimization efforts. Deckers remains focused on
optimizing the business, right-sizing the organization to reduce
costs, creating new platforms for sustainable growth and driving
improved profitability. As a result of these efforts, Deckers is a
stronger, healthier and more focused company and its recent
performance illustrates that these initiatives are already delivering
strong stockholder value.
In fact, even sell-side analysts
have recognized Deckers’ ongoing progress. Recent research reports
show analysts believe in the plan, as demonstrated by the fact that 14
of 15 analysts have a buy or neutral rating, or equivalent.
- Using a variety of Marcato-favoring business assumptions, without
outlining any rationale around those assumptions. Marcato
continues to utilize flawed retail assumptions, such as claiming
unachievable retail sales recapture via alternative channels and
unfeasible incremental cost savings from closing additional stores,
and also ignores the significant cash outlay required to close
profitable retail stores. Additionally, Marcato’s capital structure
charts not only ignore significant cash fluctuations due to
seasonality, but they also disregard the significant portion of
overseas cash. Marcato’s various flawed assumptions and ignorance of
key seasonal and international considerations clearly demonstrate a
fundamental lack of understanding of both Deckers’ business and
industry.
- Failing to acknowledge that Deckers’ high pay-for-performance
alignment has resulted in lower realized pay during years where
performance was below target. Deckers has effectively and
consistently tied its compensation program to strategic and business
objectives and directly aligned pay and performance to ensure its
executives win only when its stockholders do. Deckers has evolved its
program over time to emphasize profitability, as well as to move from
an above median pay philosophy to a median pay philosophy.
In addition to propagating false and misleading statements about
Deckers, Marcato has nominated a slate of unvetted, unknown and
unqualified director candidates. Most have never served on the board
of a public company and many have no C-level executive experience.
Nearly all of Marcato’s nominees lack global, multi-brand or retail
experience, and those with this experience did not work in operating or
strategic roles. Additionally,Marcato’s proposed slate
has an alarming history, including:
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Chronic stock price underperformance during limited public Board
tenures;
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Settlement of litigation regarding deceit of consumers while a Marcato
nominee was the CEO; and
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Significant time elapsed from limited prior relevant experience to
today in several cases.
In short, Marcato’s nominees lack the skills, background and relevant
expertise to serve on the Deckers Board. None of Marcato’s nominees’
skills are additive to the skills that the Deckers Board already
possesses. Electing any of Marcato’s nominees now—just as the
transformation of Deckers is showing real results—would be highly
damaging and value destructive.
DECKERS HAS THE RIGHT PLAN AND THE RIGHT BOARD
In contrast, the Deckers Board has the right mix of skills and
experience to oversee the Company’s transformation. Deckers
directors bring:
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Multi-faceted skill sets with public company, luxury / premium
retail and complex business management experience;
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Deep knowledge of, and involvement in, Deckers’ current plan and
ability to drive the organization forward for the long term;
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Deep C-suite executive and Board experience outside of Deckers, with
seven of nine directors being current or former CEOs, CFOs, COOs or
Chief Administrative Officers of major companies; and
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Global, multi-brand, multi-channel, retail, apparel, footwear and
technology experience.
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Deckers’ Board of Directors unanimously recommends that
stockholders vote “FOR” ALL of Deckers’ nominees listed on
the WHITE proxy card.
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PROTECT YOUR INVESTMENT! |
PLEASE VOTE TODAY ON THE WHITE PROXY CARD! |
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If you have questions, need assistance in voting your shares, or
wish to change a prior vote, please contact:
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INNISFREE M&A INCORPORATED |
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Stockholders Call Toll-Free:
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(877) 750.0625 (from the U.S. and Canada) |
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or
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(412) 232.3651 (from other locations) |
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Remember, please simply discard any Gold proxy card you may receive
from Marcato. Your Board does not endorse any of Marcato’s nominees
and we urge 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
Deckers.
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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 www.deckers.com.
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.
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“Current” market date reflects market data as of 11/17/17, with
five-year market performance measured against market data as of
11/19/12 (as 11/17/12 was a Saturday).
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| 2 | | Deckers Proxy Peer Group includes The Buckle, Inc., Carter’s, Inc.,
Chico's FAS, Inc., Columbia Sportswear Company, Crocs, Inc., DSW
Inc., Express, Inc., The Finish Line, Inc., Fossil Group, Inc.,
G-III Apparel Group, Ltd., Guess?, Inc., Lululemon Athletica Inc.,
Oxford Industries, Inc., RH, Skechers U.S.A., Inc., Steven Madden,
Ltd., Under Armour, Inc., and Wolverine World Wide, Inc.; does not
include Kate Spade & Company (acquired by Tapestry, Inc., formerly
known as Coach, Inc.) as it is no longer publicly traded; returns
measured using arithmetic mean.
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View source version on businesswire.com: http://www.businesswire.com/news/home/20171121005304/en/
Investors:
Deckers Brands
Steve Fasching, 805-967-7611
VP,
Strategy & Investor Relations
or
Innisfree M&A Incorporated
Arthur
B. Crozier, 212-750-5833
or
Media:
Joele Frank,
Wilkinson Brimmer Katcher
Eric Brielmann / Amy Feng, 415-869-3950
Source: Deckers Brands