DECKDeckers Brands

We note the disclosures of GAAP financial measures to non-GAAP financial measures included in your earnings release. Although the income statements presented are not identical to your interim income statements prepared in accordance with GAAP, your presentation does not appear in compliance with Question 102.10 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations and Item 10(e)(1)(i)(A) of

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Regulation S-K which precludes presenting a full non-GAAP income statement when reconciling non-GAAP measures to the most directly comparable GAAP measures since it places undue prominence on the non-GAAP measures and may give the impression that the non-GAAP income statement is a comprehensive basis of accounting. Please revise your disclosures accordingly.

The Company respectfully submits that, in disclosing certain non-GAAP financial measures in the earnings press release furnished as Exhibit 99.1 to the Form 8-K (the “Earnings Release”), it specifically considered the application of Regulation G and Item 10(e) of Regulation S-K, as well as the related Non-GAAP Financial Measures Compliance and Disclosure Interpretations (collectively, the “Non-GAAP Disclosure Guidance”).

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The Non-GAAP Disclosure Guidance confirms that, whenever a non-GAAP financial measure is included in a filing with the SEC, there must be a presentation, with equal or greater prominence, of the most directly comparable GAAP financial measure. The Non-GAAP Disclosure Guidance also states that, whether a non-GAAP financial measure is more prominent than the comparable GAAP financial measure “generally depends on the facts and circumstances in which the disclosure is made,” and is therefore not based on the consideration of any one factor. For the following reasons, the Company believes its current presentation of non-GAAP financial measures within the Earnings Release is compliant with the Non-GAAP Disclosure Guidance.

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Non-GAAP financial measures are not presented in the Earnings Release in a manner that results in their undue prominence relative to the corresponding GAAP financial measures. The GAAP financial measures are generally presented before the non-GAAP financial measures throughout the Earnings Release. In addition, the non-GAAP financial measures are generally not presented in bold font, larger font or italicized font, or in any other manner intended to emphasize them relative to the GAAP financial measures. The Company’s cautious approach to the disclosure of the non-GAAP financial measures within the Earnings Release is consistent with the SEC guidance, including a number of the disclosure examples provided in Question 102.10 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

The Earnings Release includes an appropriate disclaimer regarding the Company’s use of non-GAAP financial measures. The Company provided a disclaimer that confirms the non-GAAP financial measures presented in the Earnings Release should not be afforded greater weight than the GAAP financial measures. It states, in pertinent part, that the non-GAAP financial measures “are not intended to represent, and should not be considered to be more meaningful measures than, or alternatives to, measures of operating performance as determined in accordance with GAAP.” The disclaimer is presented in a prominent manner under the heading “Non-GAAP Financial Matters.” The disclaimer is comprehensive and consistent with market practice. The disclaimer is referenced at the beginning of the press release, and also precedes the reconciliation of the GAAP financial measures to the Non-GAAP financial measures.

The Company’s GAAP financial statements precede the disclosure of the reconciliation of the non-GAAP measures to the most directly comparable GAAP financial measures. In the Earnings Release, the Company presents its “Consolidated Statements of Comprehensive Income (Loss)” and “Consolidated Balance Sheets”, both of which are presented in accordance with GAAP, prior to the presentation of the reconciliation of GAAP financial measures to non-GAAP financial measures. This presentation clearly gives greater prominence to the GAAP financial measures relative to the non-GAAP financial measures, especially when read in combination with the disclaimer referenced above.

The Company presents a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Consistent with the requirements of the Non-GAAP Disclosure Guidance, the Earnings Release includes a reconciliation of GAAP financial measures to non-GAAP financial measures. The reconciliation was not presented for the purpose of attaching undue prominence to the non-GAAP financial measures, but rather to comply with the specific requirements of Item 10(e)(1)(i)(B) of Regulation S-K. At the same time, the Company sought to present the reconciliation in a manner that provides investors with clear and transparent disclosures to facilitate an understanding of the impact of the adjustments. The Company confirms that it only presents non-GAAP financial measures that it believes are consistent with the information requested and reviewed by its analysts and investors, and that it seeks to calculate the measures (and to present the required reconciliations) in a manner that is consistent from period to period. The Company believes the format of the reconciliation used in the Earnings Release strikes the appropriate balance between providing clear and consistent disclosure to investors, while complying with the Non-GAAP Disclosure Guidance.

A full non-GAAP income statement was not presented in the reconciliation. The Non-GAAP Disclosure Guidance indicates that presenting a full non-GAAP income statement when reconciling non-GAAP financial measures to GAAP financial measures could result in the disclosure of the non-GAAP financial measures being more prominent. However, as the Staff expressly acknowledges in the Letter, the Company has not presented a full non-GAAP income statement in the reconciliation and, in fact, the Company specifically excluded multiple line items from the GAAP income statement in presenting the reconciliation. These items were excluded both in response to concerns about presenting a full non-GAAP income statement, and because the Company believed the exclusion of certain items allowed it to emphasize the specific adjustments it was making to the GAAP financial measures. In addition, the presentation of the reconciliation is only one factor to be considered in determining if non-GAAP financial measures have been given undue prominence in a particular disclosure. When considered in light of the overall disclosure of information within the Earnings Release, the Company does not believe investors will be left with the impression that the non-GAAP income statement is a comprehensive basis of accounting, or that non-GAAP financial measures have been presented in a manner so as to give them undue prominence.

For each of the foregoing reasons, the Company believes that the current presentation of its non-GAAP financial measures within the Earnings Release complies with the requirements of the Non-GAAP Disclosure Guidance. However, the Company respectfully confirms that, in preparing its future public disclosures, it intends to continue to comply with the Non-GAAP Disclosure Guidance. In particular, it will continue to assess whether it is appropriate to further simplify the presentation of any reconciliation of non-GAAP financial measures to GAAP financial measures.

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We note you present projected Non-GAAP Diluted EPS in your earnings release without presenting and reconciling to a corresponding GAAP amount. Please review the guidance provided in Question 102.10 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations when preparing your next earnings release.

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We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

The Company respectfully confirms that, in providing the projected “Non-GAAP Diluted EPS” amount in the Earnings Release without a reconciliation to the most directly comparable GAAP financial measure, it was relying on the “unreasonable efforts” exception for providing non-GAAP financial measures that are forward-looking, which is set forth in Item 10(e)(1)(i)(B) of Regulation S-K.

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The Company believed that, because of the substantial uncertainty associated with predicting any future adjustments to its GAAP financial measures, which may include certain unique, one-time or non-recurring income or expense items that are inherently difficult to anticipate or quantify, it was not possible to accurately predict the impact those items may have relative to the GAAP financial measures.

However, the Company acknowledges the guidance set forth in Question 102.10 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations and confirms that it will comply with the guidance when preparing its future public disclosures. In particular, to the extent the Company relies on the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K, it will disclose that fact and identify the information that is unavailable and its probable significance in a location of equal or greater prominence to the comparable GAAP financial measure.

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In responding to the Staff’s comments in the Letter, the Company acknowledges that it is responsible for the adequacy and accuracy of the disclosures in its filings notwithstanding any review, comments, action, or absence of action by the Staff.

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Please clarify what you mean by stating both here and on the form of proxy that Proposal 5 will be voted upon only “if properly presented.”

The Company has removed this reference in the Amended Proxy Statement and the form of proxy. Read in the reply ↗

Please revise to quantify the amounts potentially payable under the 2006 Equity Plan and the 2015 Stock Incentive Plan.

The Company has revised the disclosures on pages 15 and 16 to quantify the number of shares subject to equity awards granted under the 2006 Equity

Plan and the 2015 Stock Incentive Plan that could immediately accelerate and become exercisable in the event of a

“change in control,” and the related stock-based compensation expense. Read in the reply ↗

Please revise to include a discussion of the aggregate amount potentially payable pursuant to the employment agreements with your executive officers.

The Company respectfully advises the Staff that the Company does not maintain employment agreements with its executive officers. With respect to the Severance Agreements, a “change of control” for purposes of those agreements does not include the change in a majority of the Company’s

Board of Directors. Please see the response to comment #8 for additional information. Read in the reply ↗

Please specify the positions and names of the companies in the music industry where Mr. Perenchio served as a principal.

The Company has revised the disclosure on page 26 to include the information requested. Read in the reply ↗

Please provide the business experience for Ms. Shanahan during the past five years.

The Company has revised the disclosure on page 29 to include the information requested. Read in the reply ↗

We note your disclosure that you may introduce substitute nominees. Please confirm for us that you will file an amended proxy statement that (1) identifies the substitute nominees, (2) discloses whether such nominees have consented to being named in the revised proxy statement and to serve if elected and (3) includes the disclosure required by Items 5(b) and 7 of Schedule 14A with respect to such nominees.

No numbered answer found in the reply. Read the reply ↗

Please disclose the reasons you recommend that security holders vote for your nominees.

The Company has revised page 32 to include the reasons why the Board recommends that security holders vote for the Company’s Read in the reply ↗

Revise your disclosure to state whether the election of a majority of Marcato nominees would result in a change of control under the Severance agreements. We note that, on page 82, your disclosure does not address this issue, although it appears that there would be no change of control under the Severance Agreements as a result of this contest.

The Company has revised the disclosure on page 84 to clarify that a “change of control” for purposes of the Severance

Agreements does not include the change in a majority of the Company’s Board of Directors. Read in the reply ↗

On a related note, disclose in an appropriate place in your proxy statement whether the election of a majority of Marcato nominees would have other results on the company, such as acceleration of vesting of options or warrants, acceleration of outstanding debt, or the need to obtain waivers or consents from counterparties in any agreement.

The Company respectfully refers the Staff to the disclosures in the section of the Amended Proxy Statement captioned “Certain Effects of the Solicitation” for a discussion of all material impacts to the Company in the event of the election of a majority of Marcato’s nominees.

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If the Staff has any questions or comments concerning the foregoing, or requires any further information, please contact me at (650) 849-3275 or Bradley L. Finkelstein at

(650) 565-3514. Read in the reply ↗

Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis.

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Provide support for the following statements:  “share price under-performance, declining operating margins and poor capital allocation at Deckers.” (page 2)  “years of strategic, operational and capital allocation missteps.” (page 8)  “the Board lacked any meaningful stockholder representation and did not contain any members with deep professional experience.” (page 10)  that “the Company has failed to translate [Ugg’s] strength into growth in earnings and stockholder value.” (page 15)

No reply letter found.

Revise your disclosure to state whether the election of a majority of Marcato nominees would result in a change of control under the Severance agreements. In addition, disclose in an appropriate place in your proxy statement whether the election of a majority of Marcato nominees would have other results on the company, such as acceleration of vesting of options or warrants, acceleration of outstanding debt, or the

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need to obtain waivers or consents from counterparties in any agreement.

No reply letter found.

Please revise your proxy statement to include the disclosure required by Rule 14a-5(e).

No reply letter found.

Please revise your disclosure to provide specifics regarding the “various operational initiatives” that could enhance stockholder value.

No reply letter found.

We note your disclosure that the board has “consistently disregarded” recommendations made by numerous security holders to improve profitability and stockholder value. Please clarify whether you are aware that the board did not, in fact, consider these recommendations.

No reply letter found.

Please revise the biographical information for Ms. Feldman to describe her business experience during the past five years. Refer to Item 401(e) of Regulation S-K.

No reply letter found.

Please revise the biographical information for Ms. Waterman to include the specific time periods she worked at Michael Kors and Gucci.

No reply letter found.

Please revise your answer to specify that the proposal requires affirmative vote of the holders of not less than 662/3% as of the record date. We note that the company has stated so in its preliminary proxy statement.

No reply letter found.

We note your disclosure that the proposal regarding the frequency of future advisory votes on Deckers Outdoor Corporation’s executive compensation program would be considered to have been approved if it receives the affirmative vote of a majority of the shares of Common Stock present at the 2017 Annual Meeting.

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Please revise to disclose that a plurality voting standard applies to this proposal, as stated in the company’s preliminary proxy statement.

No reply letter found.

Please revise your disclosure to state that Marcato and the Nominees are participants in the solicitation. Refer to Instruction 3 to Item 4 of Schedule 14A.

No reply letter found.

It has come to our attention that Marcato delivered a proposed settlement on August 4, 2017 in which Marcato did not name any proposed new directors. Please advise or revise.

The Company respectfully advises the Staff that the proposed settlement agreement provided to the Company by Marcato on August 4, 2017, contemplated the addition of

Matthew Hepler, who is a managing director at Marcato, and a to be determined number of additional unnamed persons to the

Board. The Company has revised the disclosure on page 12 to clarify this information. A copy of Marcato’s proposed settlement agreement is enclosed with this letter. Read in the reply ↗

It has come to our attention that Marcato requested on October 3, 2017 that your board certify Marcato’s nominees as “continuing directors.” Please advise or revise.

The Company confirms that by letter sent to the Company on October 3, 2017, Marcato requested that the Board certify Marcato’s nominees as “continuing directors” for purposes of certain of the Company’s equity and compensation plans. The Company has revised the disclosure on page 13 to clarify this information. Read in the reply ↗

With a view toward revised disclosure in this section, please tell us whether the acceleration of any equity awards or deferred compensation relating to a change of control is subject to a second trigger (i.e., termination of the employee). Your disclosure on pages 56 (sixth entry in the second table), 71 (third bullet point, middle column) and 72 (last bullet point) appear to suggest so.

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To the extent some awards or deferred compensation are subject to a single trigger and some are subject to a double trigger, please clarify this in the disclosure.

The Company has revised the disclosure on pages 16 and 17 to clarify that, in the circumstances contemplated in the section of the Second Amended Proxy

Statement captioned “Certain Effects of Marcato’s Solicitation,” the acceleration of equity awards or deferred compensation occurs automatically upon, and immediately prior to, the occurrence of a “change in control”; there is no second trigger.

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With respect to the equity awards granted in fiscal 2018, the Company has provided disclosure on page 17 of the Second Amended Proxy Statement concerning the potential future acceleration of these awards following a “change in control”; these awards have a second trigger.

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We note your disclosure that certain change of control provisions could be triggered if Marcato prevails in its proxy solicitation. We further note your disclosure that certain of the agreements may provide the Board with discretionary authority to certify Marcato’s nominees prior to their election as “continuing directors” under the agreements.

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It appears that your 2015 Equity Incentive Plan and 2006 Equity Incentive Plan do, in fact, provide the Board with discretionary authority to certify Marcato’s nominees as “continuing directors.” Please revise or advise.

No numbered answer found in the reply. Read the reply ↗

We note your disclosure on page 16 that the “Board, as constituted after any ‘change in control,’ would determine what actions, if any, to take with respect to [your] equity awards.” Please disclose whether the Board, after a change in control, has the power to retroactively change the terms of the equity awards such that the election of Marcato’s nominees would not trigger a change in control under your equity

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award agreements.

16 to include the requested information.

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If the Staff has any questions or comments concerning the foregoing, or requires any further information, please contact me at (650) 849-3275 or Bradley L. Finkelstein at (650) 565-3514. Read in the reply ↗

We note your response to prior comment 1. Please revise your disclosure to clarify the meaning of “meaningful stockholder representation” as set forth in your response.

No reply letter found.

Please provide support for your statement that “[f]rom January 1, 2011 through intraday February 8, 2017 … the Company had a total stockholder return … of negative 44%, compared to the performance of the S&P 500 Apparel, Accessories & Luxury index, which was flat during the same period and an index of Deckers’ current proxy peers, which returned 58% during the same period.

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Please revise your disclosure to explain your basis for choosing the S&P 500 Apparel, Accessories & Luxury index as a benchmark for the company’s results and also specify the meaning of “index of Deckers’ peers” and the basis by which you determined the membership of such peer group.

No reply letter found.

Please provide support for the assertion in your letter dated October 3, 2017 and disclosed on page 15 that if the board fails to approve your nominees it would constitute a breach of the board’s duty of loyalty under Delaware law.

No reply letter found.

Please revise your disclosure to provide support for the statement in your October 3, 2017 letter that there could be no scenario in which the board could reasonably determine that your nominees present a substantial risk to the company.

No reply letter found.

Please provide support for the assertion on page 19 and in your Delaware complaint that the board knowingly caused the company to file with the SEC a preliminary proxy statement containing false and misleading statements and material omissions regarding the change in control provisions in the company’s compensation arrangements and the company’s second amended and restated credit agreement.

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Exhibit 99.1 to Schedule 13D/A filed on October 23, 2017.

No reply letter found.

Please provide support for the assertion in Paragraph 2 that the “current stock price is a reflection of the market’s lack of confidence in the Company’s leadership, failed decision making, and lack of strategic direction.”

No reply letter found.

Please provide support for the assertion in Paragraph 6, "In violation of Delaware law, the Company claims that the Board lacks discretion under the Credit Agreement to disable the provision in advance of the election of a dissident slate." (emphasis added)

No reply letter found.

You must avoid issuing statements that directly or indirectly impugn the character, integrity or personal reputation or make charges of illegal, improper or immoral conduct without factual foundation. Provide us supplementally, or disclose, the factual foundation for the statements listed below. In this regard, note that the factual foundation for such assertion must be reasonable. Refer to Rule 14a-9.  “. . .

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the Director Defendants have engaged in defensive maneuvering calculated to entrench themselves at the expense of the stockholder franchise.” (Paragraph 4)  “On a call with Marcato on October 2, 2017, Defendant Gibbons warned that the Company did not want to engage in a contested election during the winter shopping season, historically the Company’s most active and critical sales period. This ‘problem,’ of course, was created by the Board’s decision to schedule the Annual Meeting in the heart of that season — a decision that may have been made to provide the Board with a potential basis, should it prove tactically useful, to further delay the meeting if necessary to avoid defeat in a contested election.” (emphasis added; paragraph 78)  “The only apparent motivation behind the Director Defendants’ refusal to approve the Marcato Nominees is to help them maintain their grip on office.” (Paragraph 96)

No reply letter found.

Please provide support for your statement that your initiatives are expected to lead to a 380 basis points improvement in operating profit.

The Company respectfully advises the

Staff that this is an alternate way to express the Company’s previously-announced operating margin target of 13.0%, which the Company austin beijing boston brussels hong kong los angeles new york palo alto san diego san francisco seattle shanghai washington, dc wilmington, de expects to achieve by the end of fiscal year 2020.1

It is calculated by taking the expected 13.0% operating margin and subtracting the Company’s non-GAAP operating margin of

9.2% for fiscal year 2017.

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The result, which is 380 basis points, represents the targeted improvement in operating profit between the end of fiscal year 2017 and the end of fiscal year 2020.

If the Staff has any questions or comments concerning the foregoing, or requires any further information, please contact me at (650) 849-3275 or Bradley L. Finkelstein at

(650) 565-3514.

Read in the reply ↗

Please provide support for your statement that Marcato’s proposed slate “has an alarming history [of] [c]hronic stock price underperformance during limited public Board tenures.”

The Company respectfully advises the

Staff of the following:

· Mr. Lipman serves on the board of directors of Exela Technologies, Inc. (“ETI”) and Walker Innovation Inc. (“WII”).

During the term of Mr. Lipman’s service on ETI’s board of directors following ETI’s initial public offering (the period from March 9, 2015, to November 17, 2017), ETI’s stock price declined by approximately 47%. During the term of Mr.

Lipman’s service on WII’s board of directors (the period from October 31, 2013, to November 17, 2017), WII’s stock price declined by approximately 83%.

· Mr.

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Fuller serves on the board of directors of Quad/Graphics, Inc. (“QGI”). During the term of Mr. Fuller’s service on QGI’s board of directors (the period from July 16, 2016, to November 17, 2017), QGI’s stock price declined by approximately 13%.

· Ms. Derby serves on the board of directors of Vitamin Shoppe, Inc. (“VSI”). During the term of Ms. Derby’s service on VSI’s board of directors (the period from December 31, 2012, to November 17, 2017), VSI’s stock price declined by approximately 93%.

The Company submits that Marcato’s director nominees have limited experience as directors of public companies. Of the nine nominees, four (Ms. Feldman, Ms. Waterman and Messrs. Kniffen and Kosh) have never served on the board of a public company, three (Ms. Derby and Messrs. Hepler and Fuller) serve on the board of just one public company, and one (Mr. Huth) has not served on the board of a public company in over 20 years.

The Company further submits that it is self-evident that stock price declines of 47%, 83%, 13% and 93% are convincing evidence that Marcato’s director nominees have overseen chronic stock price underperformance during their respective tenures as directors of public companies.

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Please provide support and background relating to your disclosure that the settlement of Affinion Group litigation relating to the deception of Affinion’s customers was overseen or related to Mr. Lipman’s service as Affinion’s CEO.

Mr. Lipman served as the chief executive officer of Affinion Group, Inc. (“AGI”) from October 2005 to September 2012. As AGI’s principal executive officer, he oversaw, and was ultimately responsible for, all aspects of AGI’s business and operations, including compliance with applicable laws throughout the company.

In October 2013, the Attorneys General of 47 states and the District of Columbia announced a settlement with AGI to resolve allegations of the use of deceptive practices by AGI.1 This settlement included the resolution of allegations of deceptive practices stretching as far back as

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January

15, 2008.2 According to AGI, it stopped using these purportedly deceptive practices in 2010 while Mr. Lipman was serving as chief executive officer.3

The Company stands by its statement that

AGI settled litigation accusing it of deceiving consumers while a Marcato nominee (Mr. Lipman) was AGI’s chief executive officer.

Read in the reply ↗

With a view towards revised disclosure, please tell us whether the other companies on whose boards Mr. Lipman and Mr. Fuller serve have also experienced declines in their stock prices. If the stock prices of such other companies have not declined, please revise your disclosure to provide balanced disclosure that is not misleading. Refer to Rule 14a-9.

Staff that, based on disclosures made by Mr. Fuller, QGI is the only public company on whose board Mr. Fuller serves. As noted above, the stock price of QGI has declined approximately 13% during Mr. Fuller’s tenure.

Staff that, based on disclosures made by Mr. Lipman, ETI and WII are the only public companies on whose boards Mr. Lipman serves.

As noted above, the stock price of ETI has declined approximately 47% during Mr. Lipman’s tenure, and the stock price of

WII has declined approximately 83% during Mr.

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Lipman’s tenure.

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1 E.g., http://www.ct.gov/ag/cwp/view.asp?A=2341&Q=533176.

2 E.g., paragraph 100 of the Stipulated Judgement, available at http://www.ct.gov/ag/lib/ag/press_releases/2013/20131010_state_v_affinion_stipulated_judgment.pdf.

3 https://www.sec.gov/Archives/edgar/data/1361394/000119312513396716/d610036d8k.htm.

If the Staff has any questions or comments concerning the foregoing, or requires any further information, please contact me at (650) 849-3275 or Bradley L. Finkelstein at

(650) 565-3514.

Read in the reply ↗

You must avoid issuing statements that directly or indirectly impugn the character, integrity or personal reputation or make charges of illegal, improper or immoral conduct without factual foundation. Provide us supplementally, or disclose, the factual foundation for the statements listed below. In this regard, note that the factual foundation for such assertion must be reasonable. Refer to Rule 14a-9.

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We note your disclosure that:  “…Deckers has inundated stockholders with falsities…”  “…Deckers consolidated its retail and e-commerce segments to form a single Directto-Consumer segment: we believe that this constitutes a DESPERATE attempt to CAMOUFLAGE its EVEN WEAKER standalone retail performance.” (emphasis added).

We note your disclosure that while Glass Lewis recommended that security holders vote for your entire slate of nominees,

ISS recommended a vote on your card. Please revise your disclosure to clarify whether ISS recommended a vote for less than all of your nominees (and name any such nominees for which ISS did not make a favorable recommendation), such that your disclosure is complete.

On December 1, 2017, Institutional Shareholder

Services Inc.

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(“ISS”) recommended that its clients vote on the Company’s white proxy card at the Company’s

2017 Annual Meeting of austin beijing boston brussels hong kong los angeles new york palo alto san diego san francisco seattle shanghai washington, dc wilmington, de

Stockholders. As part of this recommendation,

ISS recommended that its clients vote for six of the Company’s highly qualified and experienced director nominees. With respect to the Company’s remaining three highly qualified and experienced director nominees, ISS recommend a withhold vote.

On December 1, 2017, the Company issued a press release concerning the recommendation of ISS, as well as the recommendation of Glass, Lewis & Co. (“Glass Lewis”).1

This press release included a single statement that ISS and Glass Lewis recommended that “stockholders vote on the WHITE proxy card for [the Company’s] highly qualified and experienced director nominees.” The press release otherwise only urged stockholders—as recommended by both ISS and Glass Lewis—to vote on the Company’s white proxy card.

On December 6, 2017, ISS revised its recommendation following the decision of Marcato Capital Management LP (“Marcato”) to terminate its full-slate proxy contest and instead pursue a short-slate contest. ISS is now recommending that stockholders vote on Marcato’s gold proxy card. Also on December 6, Glass Lewis confirmed that it is continuing to recommend that its clients vote for all of the Company’s highly qualified and experienced director nominees on the Company’s white proxy card.

The Company believes that its disclosure was complete when it was made because ISS did recommend that its clients use the Company’s white proxy card. In addition,

ISS did recommend that its clients vote for certain of the Company’s highly qualified and experienced director nominees.

The Company’s disclosure has also been rendered moot by the change in ISS’ recommendation and its position that stockholders should now vote on Marcato’s gold proxy card.

Accordingly, the Company does not believe that any clarification of its disclosure is necessary.

Read in the reply ↗

We note your disclosure regarding the Sterne Agee report dated February 5, 2016. Please tell us, with a view towards revised disclosure, whether Sterne Agee has issued a report since then that presents an improved view of investing in the company’s stock.

Please provide us supplemental support for statements attributed to Glass Lewis and ISS.

The Company is providing to the Staff on a supplemental basis the reports of Glass Lewis and ISS. Also provided are the revised reports of Glass Lewis and ISS.

Glass Lewis recommend that its clients vote for all of the Company’s highly qualified director nominees.

If the Staff has any questions or comments concerning the foregoing, or requires any further information, please contact me at (650) 849-3275 or Bradley L. Finkelstein at

(650) 565-3514. Read in the reply ↗

Please provide us supplementally support for each of the statements attributed to ISS in its ISS December 1, 2017 report.

No numbered answer found in the reply. Read the reply ↗

We note your disclosure that while Glass Lewis recommended that security holders vote for your entire slate of nominees, ISS recommended a vote on your card. Please revise your disclosure to clarify whether ISS recommended a vote for less than all of your nominees (and name any such nominees for which ISS did not make a favorable recommendation), such that your disclosure is complete.

Enclosed are the enclosures referenced in the December 7, 2017, letter to the staff of the Securities and Exchange Commission from Wilson Sonsini Goodrich & Rosati, Professional Corporation, related to Deckers Outdoor Corporation. If the Staff has any questions or comments concerning the foregoing, or requires any further information, please contact me at (650) 849-3275 or Bradley Finkelstein at (650) One letter for all the questions, without numbered answers. Read the reply ↗

Please provide us supplemental support for statements attributed to Glass Lewis and ISS.

See the reply above.

We note you recorded material restructuring charges of approximately $29,100 and $24,800 during your fiscal years 2017 and 2016, respectively. Please expand your disclosure to quantify the total amount of costs expected to be incurred and the cumulative amount incurred to date, net of any adjustments, on a consolidated and reportable segment level for which costs were incurred.

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Further, to the extent material, quantify the anticipated future cost savings at the consolidated and reportable segment levels along with the timing of the future cost savings. In subsequent periods, disclose if the anticipated cost savings were realized. If actual savings are not achieved as expected or are achieved in periods other than as expected, disclose the reasons and estimated effects on your operating results and liquidity. Refer to ASC 420-10-50 and SAB Topic 5:P.4 for guidance. This also applies to your interim reports on Form 10-Q.

The Company acknowledges the Staff’s comment and respectfully advises that management considered various disclosure requirements, including ASC 420-10-50 and SAB Topic 5:P.4, in connection with its initial preparation of the consolidated financial statements, accompanying notes and related disclosures included in the Form 10-K.

Due to the timing of the Company’s receipt of the Letter relative to the timing of the filing of its Form 10-Q for the third quarter ended December 31, 2017, which the Company filed with the SEC on February 9, 2018 (the “Third Quarter Form 10-Q”), the Company

Rest of the answer

considered the Staff comment set forth in the Letter, including the references to the specific disclosure requirements set forth in ASC 420-10-50 and SAB Topic 5:P.4, in connection with preparing its disclosures related to the restructuring under the headings “Note 2. Restructuring” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in the Third Quarter Form 10-Q (the “Form 10-Q Restructuring Disclosure”).

The Company then used the Form 10-Q Restructuring Disclosure as a model to prepare expanded disclosures under the headings “Note 2. Restructuring,” “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” and “Business” in the Form 10-K (the “Revised Form 10-K Disclosure”). Based on management’s analysis of the various disclosure requirements applicable to the Form 10-K, including ASC 420-10-50 and SAB Topic 5:P.4, below under the heading “Revised Form 10-K Disclosure” is the disclosure that the Company would have included in the Form 10-K in response to the Staff comment in the Letter. In addition, for ease of reference of the Staff, below under the heading “Form 10-Q Restructuring Disclosure” is the disclosure that the Company disclosed in the Third Quarter Form 10-Q relating to the restructuring.

Revised Form 10-K Disclosure

Note 2. Restructuring

In February 2016, the Company announced the implementation of a multi-year restructuring plan which is designed to realign the Company’s brands across its Fashion Lifestyle and Performance Lifestyle brand groups, optimize the Company’s retail store fleet, and consolidate management and operations. In general, this restructuring plan is intended to streamline brand operations, reduce overhead costs, create operating efficiencies, and improve collaboration.

In connection with the restructuring plan, the Company closed 25 retail stores as of March 31, 2017 and consolidated its brand operations and corporate headquarters. The Company has incurred cumulative restructuring charges of approximately $53,900 since commencement of its restructuring plan through March 31, 2017, including approximately $29,100 and $24,800 during fiscal years 2017 and 2016, respectively. Restructuring charges of approximately $29,100 and $22,800 were recognized in SG&A expenses, and approximately $0 and $2,000 were recognized in cost of sales in the consolidated statements of comprehensive income (loss) during fiscal years 2017 and 2016, respectively.

Restructuring charges by reportable operating segment are as follows:

Years Ended March 31,

Cumulative Restructuring Charges

2017

2016

UGG brand wholesale

$

2,100

—

Sanuk brand wholesale

100

3,000

3,100

Other brands wholesale

2,500

2,600

Direct-to-Consumer

12,900

10,500

23,400

Unallocated overhead costs

13,900

8,800

22,700

Total restructuring charges

29,100

24,800

53,900

Of the cumulative restructuring charges incurred through March 31, 2017, approximately $11,100 remained accrued as of that date, with approximately $6,600 and $4,500 reflected in short-term and long-term liabilities, respectively, in the consolidated balance sheets. The specific categories of restructuring charges, as well as payments associated with the related accrued liabilities, were as follows:

Lease termination costs

Retail store fixed asset impairments

Severance costs

Software and office fixed asset impairments

Termination of various contracts and other services*

Total

Fiscal year 2016 charges

8,900

5,800

4,000

3,800

2,300

Paid in cash

(1,200

)

(600

(1,800

Non-cash

(5,800

(3,800

(500

(10,100

Liability as of March 31, 2016

7,700

3,400

1,800

Additional charges

9,000

3,600

3,200

7,500

(12,000

(6,400

(5,400

(23,800

(3,600

(300

(3,200

(7,100

Liability as of March 31, 2017

4,700

3,900

11,100

* Includes restructuring charges for office consolidation costs.

The Company currently does not anticipate incurring material restructuring charges in future periods, though a reduction of Company-owned retail stores remains a focus for the Company.

As a result of the implementation of this restructuring plan, the Company expects to realize additional SG&A expense savings by fiscal year end 2020. Refer to the section entitled “Recent Developments” in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this Annual Report on Form 10-K for further information.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Recent Developments

Restructuring Plan. In February 2016, we announced the implementation of a multi-year restructuring plan which is designed to realign our brands, optimize our retail store fleet, and consolidate our management and operations. As part of this restructuring plan, and in furtherance of our Omni-Channel strategy, we realigned our brands across two groups: Fashion Lifestyle and Performance Lifestyle. The Fashion Lifestyle group includes the UGG and Koolaburra brands. The Performance Lifestyle group includes the Teva, Sanuk and Hoka brands.

We believe our retail stores remain an important component of our Omni-Channel strategy; however, in light of the recent and continuing changes in the retail environment, we also believe it is prudent to further reduce our global brick and mortar footprint, which we expect to continue to do. Accordingly, we anticipate generating future cost savings associated with changes in our retail presence. We are continually evolving our retail store strategy to align with our long-term objectives, and we currently believe that the optimal target worldwide retail store count is approximately 125 owned stores. We anticipate closing stores or converting stores to partner retail stores in our wholesale channel to reach our target store count. The majority of our remaining store closures are expected to occur as store leases expire rather than incurring potentially significant lease termination fees. However, the actual number of owned stores as of any particular date is subject to uncertainty as a result of numerous factors, including, but not limited to, the actual and projected costs associated with closing or converting stores, the actual and estimated results of operations of each store and our DTC business generally, and continuing changes in consumer buying behaviors and the retail environment.

In connection with our restructuring plan, we closed 25 retail stores, including five retail stores during fiscal year 2016 and 20 retail stores during fiscal year 2017, and consolidated several offices as of March 31, 2017. In fiscal year 2016, we relocated our Sanuk brand operations in Irvine, California to our corporate headquarters in Goleta, California and closed our Ahnu brand operations in Richmond, California, as well as consolidated our European offices. During calendar year 2017, we began to leverage elements, including particular styles, of the Ahnu brand under the Teva brand. We have incurred cumulative restructuring charges of approximately $53,900 from the commencement of our restructuring plan through March 31, 2017, including approximately $29,100 and $24,800 during fiscal years 2017 and 2016, respectively. Restructuring charges of approximately $29,100 and $22,800 were recognized in selling, general and administrative (SG&A) expenses, and approximately $0 and $2,000 were recognized in cost of sales in the consolidated statements of comprehensive income (loss) during fiscal years 2017 and 2016, respectively.

The following table summarizes these restructuring charges by category:

17,900

9,400

9,800

7,000

We currently do not anticipate incurring material restructuring charges in future periods, though reduction of our owned retail stores remains a focus.

As a result of the implementation of our restructuring plan, we expect to realize an annualized SG&A expense reduction in the consolidated statements of comprehensive income (loss) totaling approximately $85,000 by March 31, 2020. The annualized SG&A expense savings are expected to be primarily derived from reductions in payroll and related benefits, depreciation and amortization, rent and occupancy costs for retail stores and offices, as well as reductions in other operating costs.

As of March 31, 2017, we realized approximately $44,000 of annualized SG&A expense savings out of the anticipated $85,000 of savings from our restructuring plan. The realized SG&A expense savings by reportable operating segment is as follows:

800

1,100

24,000

17,300

44,000

We expect to realize approximately $41,000 of additional annualized SG&A expense reductions from our restructuring plan. The additional annualized SG&A expense savings are expected to be primarily derived from further reductions in payroll and related benefits, depreciation and amortization, rent and occupancy expense, and other operating costs related to the termination of retail store leases and the conversion of certain of our foreign owned retail stores to partner retail stores. These additional savings are expected to primarily impact the DTC reportable operating segment and to be fully realized by fiscal year end 2020. However, both the amount and timing of the actual savings we may achieve as a result of the restructuring plan are uncertain based upon numerous factors, including, but not limited to, the timing of lease terminations and store closures, the actual costs associated with closing or converting stores and the timing of the realization of those costs, and the actual and estimated results of operations of each store.

Refer to Note 2, “Restructuring,” of our consolidated financial statements in Part IV of this Annual Report on Form 10-K for further information regarding our restructuring plan.

Item 1. Business

Restructuring Plan. In February 2016, we announced the implementation of a multi-year restructuring plan which is designed to realign our brands, optimize our retail store fleet, and consolidate our management and operations. As part of this restructuring plan, and in furtherance of our Omni-Channel strategy, we realigned our brands across two groups: Fashion Lifestyle and Performance Lifestyle. The Fashion Lifestyle group includes the UGG and Koolaburra brands. The Performance Lifestyle group includes the Teva, Sanuk and Hoka brands.

In connection with our restructuring plan, we closed 25 retail stores, including five retail stores during fiscal year 2016 and 20 retail stores during fiscal year 2017, and consolidated several offices as of March 31, 2017. In fiscal year 2016, we relocated our Sanuk brand operations in Irvine, California to our corporate headquarters in Goleta, California and closed our Ahnu brand operations in Richmond, California, as well as consolidated our European offices. We have incurred cumulative restructuring charges of approximately $53,900 from the commencement of our restructuring plan through March 31, 2017, including approximately $29,100 and $24,800 during fiscal years 2017 and 2016, respectively. Restructuring charges of approximately $29,100 and $22,800 were recognized in selling, general and administrative (SG&A) expenses, and approximately $0 and $2,000 were recognized in cost of sales in the consolidated statements of comprehensive income (loss) during fiscal years 2017 and 2016, respectively.

As part of our continuing evaluation of our retail store fleet, we identified additional stores for closure during the year ended March 31, 2017. We expect to continue to reduce our retail footprint. We are continually evolving our retail store strategy to align with our long-term objectives, and we currently believe that the optimal target worldwide retail store count is approximately 125 owned stores by fiscal year end 2020. We anticipate closing stores or converting stores to partner retail stores in our wholesale channel to reach our target store count.

Refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Note 2, “Restructuring,” to our consolidated financial statements in Part IV of this Annual Report on Form 10-K for further information on our restructuring efforts, and the impact to our results of operations and our reportable operating segments.

Form 10-Q Restructuring Disclosure

Restructuring Charges

In February 2016, the Company announced the implementation of a multi-year restructuring plan which is designed to realign its brands across our Fashion Lifestyle and Performance Lifestyle brand groups, optimize the Company’s retail store fleet, and consolidate management and operations. In general, this restructuring plan is intended to streamline brand operations, reduce overhead costs, create operating efficiencies, and improve collaboration.

In connection with the restructuring plan, the Company closed 27 retail stores as of December 31, 2017, and consolidated its brand operations and corporate headquarters. The Company has incurred cumulative restructuring charges of $55,324 since the commencement of the restructuring plan through December 31, 2017. Of this amount, $149 and $1,667 of restructuring charges were recorded in selling, general and administrative expenses (SG&A) in the condensed consolidated statements of comprehensive income during the three and nine months ended December 31, 2017, respectively.

Three Months Ended December 31,

Nine Months Ended December 31,

Cumulative Restructuring Charges*

574

2,238

3,068

2,263

149

3,233

4,628

23,454

1,712

1,518

2,375

24,301

4,945

1,667

7,577

55,324

*Cumulative restructuring charges includes restructuring charges of $28,984 and $24,673, which were incurred during the fiscal years ended March 31, 2017 and 2016, respectively, as reported in the 2017 Annual Report.

Of the cumulative restructuring charges incurred through December 31, 2017, $5,077 remained accrued as of that date, with $1,428 reflected in short-term liabilities, and $3,649 reflected in long-term liabilities in the condensed consolidated balance sheets. The specific categories of restructuring charges, as well as payments associated with the related accrued liabilities, were as follows:

Termination of various contracts and other services**

Balance as of March 31, 2017

4,572

2,555

3,953

11,080

(880

(2,416

(4,374

(7,670

Balance as of December 31, 2017

3,841

139

1,097

5,077

**Includes restructuring charges for office consolidation costs.

The Company currently does not anticipate incurring material restructuring charges in future periods, though reduction of Company-owned retail stores remains a focus for the Company.

As a result of the implementation of this restructuring plan, the Company expects to realize additional SG&A expense savings by fiscal year end 2020. Refer to the section entitled “Recent Developments” in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2 of this Quarterly Report on Form 10-Q for further information.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Restructuring Plan. In February 2016, we announced the implementation of a multi-year restructuring plan which is designed to realign our brands, optimize our retail store fleet, and consolidate our management and operations.

As part of this restructuring plan, and in furtherance of our Omni-Channel strategy, we realigned our brands across two groups: Fashion Lifestyle and Performance Lifestyle. The Fashion Lifestyle group includes the UGG and Koolaburra brands. The Performance Lifestyle group includes the Teva, Sanuk and Hoka brands.

During calendar year 2017, we began to leverage elements, including particular styles, of the Ahnu brand under the Teva brand. Effective as of the beginning of fiscal year 2018, operations for the Ahnu brand were discontinued and all styles are sold under the Teva brand. Results for the former Ahnu brand are now reported in the Teva brand wholesale reportable operating segment instead of the other brands wholesale reportable operating segment, as presented in the comparative prior period.

We believe our retail stores remain an important component of our Omni-Channel strategy; however, in light of the recent and continuing changes in the retail environment, we also believe it is prudent to further reduce our global brick and mortar footprint, which we expect to continue to do. Accordingly, we anticipate generating future cost savings associated with changes in our retail presence. We are continually evolving our retail store strategy to align with our long-term objectives, and we currently believe that the optimal target worldwide retail store count is approximately 125 owned stores. We anticipate closing stores or converting stores to partner retail stores in our wholesale channel to reach our target store count. The majority of our remaining store closures are expected to occur as store leases expire rather than incurring potentially significant lease termination fees. However, the actual number of owned stores as of any particular date is subject to uncertainty as a result of numerous factors, including, but not limited to, the actual and projected costs associated with closing or converting stores, the actual and estimated results of operations of each store and our DTC business generally, and continuing changes in consumer buying behaviors and the retail environment.

In connection with our restructuring plan, we have closed 27 retail stores as of December 31, 2017, and consolidated our brand operations and corporate headquarters. We have incurred total restructuring charges of $55,324 through December 31, 2017, with $149 and $1,667 of restructuring charges recorded in selling, general and administrative (SG&A) expense in the condensed consolidated statements of comprehensive income during the three and nine months ended December 31, 2017, respectively. We currently do not anticipate incurring material restructuring charges in future periods, though reduction of our owned retail stores remains a focus.

As a result of the implementation of this restructuring plan, we expect to realize an annualized SG&A expense reduction in the condensed consolidated statements of comprehensive income totaling approximately $85,000 by March 31, 2020. The SG&A savings are expected to be primarily derived from reductions in payroll and related benefits, depreciation and amortization, rent and occupancy costs for retail stores and offices, as well as reductions in other operating costs.

As of December 31, 2017, we realized approximately $45,000 of annualized SG&A expense savings out of the anticipated $85,000 of savings from our restructuring plan. The realized SG&A expense savings by reportable operating segment is as follows:

25,000

45,000

We expect to realize approximately $40,000 of additional annualized SG&A expense reductions from our restructuring plan. The additional SG&A savings are expected to be primarily derived from further reductions in payroll and related benefits, depreciation and amortization, rent and occupancy expense, and other operating costs related to the termination of retail store leases and the conversion of certain of our foreign owned retail stores to partner retail stores. These additional savings are expected to primarily impact the DTC reportable operating segment and to be fully realized by fiscal year end 2020. However, both the amount and timing of the actual savings we may achieve as a result of the restructuring plan are uncertain based upon numerous factors, including, but not limited to, the timing of lease terminations and store closures, the actual costs associated with closing or converting stores and the timing of the realization of those costs, and the actual and estimated results of operations of each store.

Refer to Note 2, “Restructuring,” of our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information regarding our restructuring plan.

Acknowledgment

The Company respectfully confirms that, with respect to its future periodic reports, it will continue to disclose information about its restructuring efforts in accordance with ASC 420-10-50 and SAB Topic 5:P.4 and consistent with its response to the Staff’s comment as set forth in the Letter.

* * * * *

In responding to the Staff’s comment in the Letter, the Company acknowledges that it is responsible for the adequacy and accuracy of the disclosures in its filings notwithstanding any review, comments, action, or absence of action by the Staff.

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