DECK DEF 14A Report ended March 31, 2020

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ª	Committee Chair

A:	Audit Committee

C:	Compensation Committee

CG:	Corporate Governance Committee

(1)	Mr. Gibbons, who is a current member of our Audit Committee, will not be standing for re-election at the Annual Meeting.

•	During the fiscal year ended March 31, 2020, or fiscal year 2020, no director nominee attended fewer than 75% of the meetings of our Board of Directors, which we sometimes refer to as our Board, or meetings of any Board committee on which he or she served.

•	Each director nominee is elected annually by a majority of the votes cast by the shares present virtually or represented by proxy and entitled to vote on the election of directors at the Annual Meeting.

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

•	As a matter of good corporate governance, we are asking our stockholders to ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2021.

•	Ratification of the selection requires the affirmative vote of a majority of the outstanding shares present virtually or represented by proxy and entitled to vote on the proposal at the Annual Meeting.

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

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•	We are asking our stockholders to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers, which we sometimes refer to as our NEOs, as disclosed in the section of this Proxy Statement titled " Compensation Discussion and Analysis. "

•	Advisory approval of the compensation of our Named Executive Officers requires the affirmative vote of a majority of the outstanding shares present virtually or represented by proxy and entitled to vote on the proposal at the Annual Meeting.

•	Our Board of Directors recommends that you vote " FOR " Proposal No. 3 because it believes our compensation program reflects our strong "pay-for-performance" philosophy and is effectively designed to encourage achievement of our business and strategic objectives as discussed in greater detail below.

•	Transform our organization to meet the challenges of a changing global marketplace, with an enhanced focus on digital.

•	Focus investments in identified growth opportunities within our brand portfolio, as well as technology and analytical tools designed to support our evolving business.

•	Deliver top-tier operating profit margins and return on invested capital for stockholders.

•	In September 2019, William L. McComb resigned as a member of our Board.

•	In October 2019, Michael F. Devine, III was appointed Chairman of our Board.

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•	In October 2019, John M. Gibbons was appointed Chair of the Audit Committee, Cynthia L. Davis was appointed Chair of the Compensation Committee and Lauri M. Shanahan was appointed Chair of the Corporate Governance Committee.

•	In March 2020, Juan R. Figuereo was appointed as a member of our Board.

•	In June 2020, James Quinn resigned as a member of our Board and Victor Luis was appointed as a member of our Board.

•	In June 2020, Juan R. Figuereo was appointed Chair of the Audit Committee.

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Holders of Record - If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare, then you are a "holder of record." As a holder of record, you may vote at the virtual Annual Meeting, or you may vote by proxy. Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote your shares using one of the voting methods described in this Proxy Statement and the Notice. If you are a holder of record and you indicate when voting that you wish to vote as recommended by our Board, or if you submit a vote by proxy without giving specific voting

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Beneficial Owners - If, on the Record Date, your shares were held in an account at a bank, broker, dealer, or other nominee, then you are the "beneficial owner" of shares held in "street name" and this Proxy Statement is being made available to you by that nominee. The nominee holding your account is considered the holder of record for purposes of voting at the virtual Annual Meeting. As a beneficial owner, you have the right to direct your nominee on how to vote the shares in your account. You are also invited to attend the Annual Meeting virtually. However, since you are not the holder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid "legal proxy" or obtain a 16-digit control number from your nominee. Please contact your nominee directly for additional information.

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(1)

An "uncontested election" is an election in which the number of director nominees is not greater than the number of directors to be elected. A "contested election" is an election in which the number of director nominees nominated by (i) our Board of Directors, (ii) any stockholder, or (iii) a combination of our Board of Directors and any stockholder, exceeds the number of directors to be elected. In a contested election, directors will be elected by a plurality of the votes cast by the shares present virtually or represented by proxy and entitled to vote on the election of directors at the Annual Meeting.

(2)	You may vote to "WITHHOLD" authority for one or more director nominees and may "ABSTAIN" from voting on one or more of the other proposals described in this Proxy Statement. Shares for which authority is withheld or that a stockholder abstains from voting will be counted for purposes of determining whether a quorum is present at the Annual Meeting.

(3)

Pursuant to applicable NYSE rules, if you are a beneficial owner of shares held in street name and do not provide the nominee that holds your shares with specific voting instructions, the nominee may generally vote in its discretion on “routine” matters (such as Proposal No. 2). However, if the nominee that holds your shares does not receive instructions from you on how to vote your shares on a “non-routine” matter (such as Proposal Nos. 1 and 3), it will be unable to vote your shares on that matter. When this occurs, it is generally referred to as a “broker non-vote.” Broker non-votes will be counted for purposes of determining whether a quorum is present at the Annual Meeting.

Q:	What happens if a director nominee fails to receive a majority vote in an uncontested election at the Annual Meeting?

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•	Holders of Record - Holders of record can vote by proxy or by attending the virtual Annual Meeting where votes can be submitted electronically via live webcast. If you wish to vote by proxy, you can vote by Internet, telephone or by mail as described below. Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote by proxy to ensure that your vote is counted.

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Beneficial Owners - If you are the beneficial owner of your shares, you should have received the Notice or a proxy card (if you requested to receive printed proxy materials) with this Proxy Statement from your nominee rather than from us. Simply (i) use the 16-digit control number to vote on the Internet before the Annual Meeting or virtually at the Annual Meeting, or (ii) if you requested to receive printed proxy materials, vote by following the instructions provided on the proxy card you received from your nominee. Your 16-digit control number may be included in the voting instruction form that accompanied the proxy materials. If your nominee did not provide you with a 16-digit control number, you may be able to log onto the website of your nominee prior to the start of the Annual Meeting, on which you will need to select the stockholder communications mailbox link through to the Annual Meeting, which will then automatically populate your 16-digit control number in the virtual Annual Meeting interface. To vote virtually at the Annual Meeting, you must first obtain a valid "legal proxy" from your nominee. Follow the instructions from your nominee to request a "legal proxy."

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Holders of Record - If you are a holder of record, you may change your vote by (i) providing written notice of revocation to Deckers Outdoor Corporation, 250 Coromar Drive, Goleta, California 93117, Attention: Corporate Secretary, (ii) executing a subsequent proxy using any of the voting methods discussed above (subject to the deadlines for voting with respect to each method), or (iii) attending the virtual Annual Meeting and voting electronically via live webcast. However, simply attending the virtual Annual Meeting will not, by itself, revoke your proxy.

•	Beneficial Owners - If you are a beneficial owner of your shares and you have instructed your nominee to vote your shares, you may change your vote by following the directions received from your nominee to change those voting instructions, or by attending the virtual Annual meeting and voting via live webcast, which can be accomplished as described above.

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•	Personal and professional integrity

•	Good business judgment

•	Relevant experience and skills

•	Ability to effectively serve the long-term interests of our stockholders

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

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ª	Committee Chair

A:	Audit Committee

C:	Compensation Committee

CG:	Corporate Governance Committee

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High Level of Financial Literacy - In addition to experience as the current and former member and chair of four audit committees and experience at Coach, Inc., served as chief financial officer and vice president-finance of Mothers Work, Inc., a maternity apparel retailer that was previously listed on NASDAQ, from February 2000 to November 2001. From 1997 to 2000, was chief financial officer of Strategic Distribution, Inc. (NASDAQ: STRD), a Nasdaq-listed industrial store operator. From 1995 to 1997, was chief financial officer at Industrial System Associates, Inc., and for the prior six years was the director of finance and distribution for McMaster-Carr Supply Company. Holds a B.S. in Finance and Marketing from Boston College and an M.B.A. in Finance from the Wharton School of the University of Pennsylvania.

•	Public Company Executive - Experience at Coach, Inc. involved in managing a public company during a period of high growth. Serves as a corporate director and chair of the audit committees of Express, Inc. and FIVE Below, Inc.

•	Compliance and Risk Oversight - 14 years of experience as a corporate director with risk oversight responsibilities.

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

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

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

•	Supply Chain Management and Retail - Involved in supply chain and wholesale and retail distribution channels while at Coach, Inc.

•	Entrepreneurial - Expertise in building technology companies.

•	High Level of Financial Literacy - Has held numerous senior management positions with leading companies, including chief executive officer at Magellan Corporation.

•	Public Company Executive - Extensive experience with several leading public and private companies, both as an executive and as a director.

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

•	International - Was the executive vice president and general manager of consumer business, at SanDisk Corporation, a global multi-billion dollar company.

•	Compliance and Risk Oversight - Currently serves as a member of our Audit Committee and has over 11 years of experience as a corporate director with risk oversight responsibilities.

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•	Technology Infrastructure and Cybersecurity - Extensive experience in technology-based companies including sales, marketing and engineering.

•	Premium Branding - Experience as vice president of Nike, Inc. and president of Nike Golf at Nike, Inc., a company engaged in the design, development, manufacturing, and worldwide marketing and sales of footwear, apparel, equipment, accessories and services.

•	Sales and Marketing; Retail - In addition to leading the division’s sales, marketing, and strategy while serving as senior vice president of golf sponsorships, sports marketing and new media at Golf Channel, led the $800 million global golf business for Nike, Inc.

•	High Level of Financial Literacy - Served on the audit committee of Kennametal Inc. Holds an M.B.A. in Marketing and Finance from the University of Maryland College Park. Oversaw the profit and loss of a separate operating unit within Nike, Inc.

•	International - Involved in global brands with worldwide operations while at Nike, Inc. and Kennametal Inc.

•	Public Company Executive - Held various executive management positions at Nike, Inc. and Golf Channel, currently serves as a director of Kennametal Inc. and Brinker International, Inc., and previously served as a director and chair of the compensation committee of Buffalo Wild Wings, Inc.

•	Industry - Extensive experience in the footwear, apparel and equipment industries through various positions at Nike, Inc.

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Compliance and Risk Oversight - In addition to leadership roles at Nike, Inc., served as a corporate director on the audit committee and serves on the compensation and nominating and corporate governance committees of Kennametal, Inc., and serves on the board of directors, as well as the compensation and corporate governance committees, of Brinker International, Inc. Previously served as chair of the compensation committee and on the governance committee of Buffalo Wild Wings.

•	Technology Infrastructure and Cybersecurity - Serves as a director and on the compensation and nominating and governance committees of Kennametal Inc., a technology-based company.

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•	Public Company Executive - Previously served as chief financial officer of several public companies with global footprints, including Revlon and Newell Brands, and held executive leadership roles at Walmart and PepsiCo.

•	High Level of Financial Literacy - Served as chief financial officer of several public companies and as chair of the audit committee of PVH Corp. In addition, he serves as a member of the Audit Committee of our Company. Holds a B.B.A. from Florida International University, and previously worked for eight years as a certified public accountant.

•	International - Significant executive leadership experience supporting global brands with worldwide operations.

•	Supply Chain Management - Extensive experience in worldwide supply chain operations while in management roles for global companies.

•	Sales and Marketing; Retail - Served as executive vice president of several global marketers, including Revlon and Newell Brands, and held senior management positions at Walmart and PepsiCo.

•	Mergers & Acquisitions - Previously served as the vice president in charge of Mergers & Acquisitions at Walmart.

•	International - Significant experience in managing multi-national teams while at Coach, Inc. and Moët-Hennessy Louis Vuitton Group.

•	Retail - Previously served as chief executive officer of several global luxury retailers.

•	Premium Branding - Premium global branding experience spanning over two decades as chief executive officer of Tapestry, Inc., overseeing its modern luxury brands, and as chief executive officer of Baccarat, Inc. and Givenchy, Japan Incorporated.

•	Industry - Experience in footwear, apparel and accessories while on the board of Tapestry, Inc. with the brands Coach, Kate Spade and Stuart Weitzman.

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•	Public Company Executive - Executive management experience, including service as chief executive officer of publicly traded companies.

•	Industry - Extensive experience in the footwear and apparel industry through a variety of positions at three different footwear companies and a global apparel retailer.

•	Supply Chain Management; Retail - While at Converse Inc., was responsible for global owned and distributor Direct-to-Consumer operations as part of the Nike, Inc. retail leadership team. During tenure at Timberland LLC and Gap Inc., held leadership roles with a variety of retail responsibilities from merchandising to store design.

•	Sales and Marketing - Graduated cum laude from Northeastern University with a B.S. in Marketing. Throughout his career, has been responsible for the development of marketing strategy, with a focus on consumer engagement and digital marketing. While President of Brands of our Company, led the Omni-Channel organization, elevating and advancing the Omni-Channel platform.

•	International - While serving in leadership roles at Timberland LLC, led worldwide retail merchandising, marketing, visual and store design, and oversaw European retail operations.

•	Public Company Executive - Serves as our Chief Executive Officer and President with global responsibilities and oversight. Other leadership roles have been with public companies.

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Public Company Executive - Joined Gap Inc. in 1992 and served for 16 years in numerous leadership roles including chief administrative officer, chief legal officer and corporate secretary and chairman of the foundation board. Gap Inc. is a leading global specialty retailer offering clothing, footwear, accessories, and personal care products for men, women, children, and babies under the Gap, Banana Republic, Old Navy, Intermix, and Athleta brands.

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•	International - Directly involved in global brands development, supply chain and worldwide operations while at Gap Inc. and as a director and consultant.

•	Supply Chain Management and Retail - Involved in retail, franchise, online licensing and other distribution channels, as well as sourcing and supply chain, while at Gap Inc. and as a consultant.

•	Sales and Marketing - Acquired sales and marketing experience throughout her career at Gap Inc.

•	Industry - Experience in footwear, apparel and accessories at Gap Inc., Charlotte Russe Holdings, Inc. and through retail consulting firm.

•	Premium Branding - Premium and luxury branding experience at Gap Inc., through serving on the board of Treasury Wine Estates Limited and through retail consulting firm.

•	Compliance and Risk Oversight - In addition to other leadership roles at Gap Inc., served as chief compliance officer and chief legal officer, overseeing the global corporate risk committee, as well as the global governance and compliance organization.

•	Premium Branding - Founded and served as chief executive officer of Trunk Club, Inc., where he focused on making it easy for men and women to discover and acquire stylish clothing without the hassles of the traditional shopping experience. Founded and served as chairman and as a designer of Bonobos, Inc., which started as a company focused on creating well-fitting pants.

•	Supply Chain Management and Retail - Extensive experience with various distribution channels, including retail and e-commerce, through leadership roles at Trunk Club, Inc. and Bonobos, Inc.

•	Sales and Marketing - Acquired significant sales and marketing experience as founder of Trunk Club, Inc. and Bonobos, Inc., and through director positions at various consumer goods companies.

•	High Level of Financial Literacy - Led Trunk Club, Inc. during its acquisition by Nordstrom and serves as a private investor and adviser to entrepreneurs. Holds an M.B.A. from Stanford Graduate School of Business.

•	Industry - In addition to experience with Trunk Club, Inc. and Bonobos, Inc., has significant experience as a private investor and adviser to entrepreneurs, with a portfolio of over 75 angel investments.

•	Technology Infrastructure and Cybersecurity - Experience as founder and chief executive officer of Trunk Club, Inc., an e-commerce company. Serves as corporate director for companies in various industries facing cybersecurity and consumer data issues.

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•	Industry - Over 27 years of experience in brand management, digital strategy and execution.

•	High Level of Financial Literacy - Leads strategy, business development and revenue growth plans for Google Inc.'s largest publisher partnerships. Holds an M.B.A. from Harvard Business School.

•	Consumer Technology/Big Data - Extensive experience in digital transformation, digital engagement data across multiple industries.

•	Entrepreneurial - Served as president, chief operating officer, and co-founder of Nia Enterprises, LLC, a web-based company, and founder and chief executive officer of One Moment in Time, a women's formal-wear rental company.

•	Sales and Marketing - Acquired sales, marketing, product distribution and online advertising experience.

•	International - Led publisher partnerships for Latin America and Canada and has worked for Daimler AG and IBM Corporation, which are multi-billion dollar global companies.

•	Public Company Executive - Strategic planning and large-scale operations experience with Google Inc. and IBM Corporation.

•	Technology Infrastructure and Cybersecurity - Extensive experience in technology-based companies and fluency in digital transformation including digital strategy, mobile, video, programmatic, online advertising, cloud solutions, analytics and execution.

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(1)	Mr. Gibbons will not be standing for re-election at the Annual Meeting.

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•	reviewing and discussing with management, our highest ranking manager of internal audit and the independent registered public accounting firm our financial risk exposures and assessing the policies and processes management has implemented to monitor and control such exposure;

•	assisting our Board in fulfilling its oversight responsibilities regarding our policies and processes with respect to risk assessment and risk management, including any significant non-financial risk exposures;

•	reviewing our annual disclosures concerning the role of our Board in the risk oversight of our Company, such as how our Board administers its oversight function; and

•	overseeing our internal audit function.

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•	Total revenue growth of 5.6%, representing an increase of $112 million as compared to the prior year.

•	Major contributions from various brands including incremental growth of $129 million and $26 million from the HOKA ONE ONE brand and the KOOLABURRA brand, respectively.

•	Increased diluted earnings per share by 8.8% to $9.62, demonstrating our ability to deliver value while investing in key growth drivers to fuel the future organization.

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(1)	Amounts presented for the fiscal years ended March 31, 2018 and March 31, 2019 are presented on a Non-GAAP basis. Amounts for the fiscal year 2020 have been presented on a GAAP basis as there were no Non-GAAP adjustments.

•	The HOKA ONE ONE brand, generating increased brand awareness and supporting the brand globally as it builds market share with core running styles and expands into incremental categories of performance footwear.

•	The UGG brand, focusing on growth within the Men's product offering as well as category extensions within its Women's product offering and through non-core styles. We also intend to re-ignite brand heat in the UGG brand's international markets through localized marketing initiatives paired with strategic distribution shifts.

•	Technology and analytical tools that will enhance our capabilities as we look to support our evolving business, including opportunities to connect with consumers through digital avenues as well as expanding our ecommerce platform.

•	Pay for performance by ensuring that a significant portion of compensation is made available to our executives in the form of variable, performance-based components.

•	Align interests of executives with stockholders by tying a significant portion of compensation to Company performance that creates long-term value for our stockholders and is correlated to increases in the value of our stock price.

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•	Attract and retain executives with the background and experience necessary to lead the organization and achieve our strategic objectives.

•	Reward achievement by offering meaningful and appropriate incentives for achieving both short-term and long-term Company financial goals that have been established by the Committee that are directly tied to the achievement of strategic objectives, while potentially adjusting the required performance objectives as a result of the impacts of COVID-19 pandemic.

•	Base salaries;

•	Cash incentive awards, or 2020 Cash Incentive Awards;

•	Annual performance-based restricted stock units, or 2020 Annual PSUs;

•	Time-based restricted stock units, or 2020 Time-Based RSUs; and

•	Long-term incentive plan performance-based restricted stock units, or 2020 LTIP PSUs.

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•	whether any other services had been or were being provided by FWC to our Company;

•	the amount of fees paid by our Company to FWC as a percent of FWC’s total revenues;

•	FWC’s policies and procedures designed to prevent conflicts, a copy of which was provided to the Committee prior to the meeting;

•	FWC’s ownership of our common stock (if any); and

•	any business or personal relationships between FWC and any Committee members or any of our executive officers.

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(1)	Prior to July 1, 2019, Mr. Powers base salary was $1,000,000.

(2)	Prior to July 1, 2019, Mr. Fasching's base salary was $500,000.

(3)	Prior to July 1, 2019, Mr. Lafitte's fiscal year 2019 base salary was $650,000.

(4)	Prior to July 1, 2019, Mr. Caroti's fiscal year 2019 base salary was $570,000.

(5)	Prior to July 1, 2019, Ms. O'Donnell's fiscal year 2019 base salary was $515,000.

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(1)

Regardless of the level of performance with respect to the other performance metrics, in order to receive any payments for the 2020 Annual Cash Incentive Awards, a consolidated operating income threshold of at least $273.0 million and a consolidated revenue threshold of $1,921.5 million was required to be achieved. These thresholds were selected by the Committee based on a number of factors, including our long-range strategic plan and our financial performance during the previous fiscal year. The operating income and consolidated revenue thresholds were achieved.

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(1)

Consistent with the terms of the 2015 Plan pursuant to which the 2020 Annual PSUs were granted, and in line with our historical practice, the Committee adjusted our fiscal year 2020 financial results for certain non-recurring items when determining Company achievement relative to the EPS performance target. For fiscal year 2020, this adjustment primarily related to the exclusion of the impact of share repurchases made during the fiscal year. The Committee determined this adjustment was appropriate because the impact of share repurchases were not (i) related to our core operating results, or (ii) indicative of the performance of our ongoing business operations. The fiscal year 2020 EPS was achieved above the target level.

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•	Our compensation program consists of both guaranteed pay and at-risk pay, and the Committee reviews this mix annually.

•	Our Peer Group and industry compensation data is reviewed regularly to ensure that our compensation program is appropriate and competitive.

•	We have adopted a median pay philosophy whereby we remain focused on setting our executives’ target total compensation, as well as individual components of compensation, at the median compared to our Peer Group.

•	Performance-based awards are earned based on the achievement of pre-established Company and business unit performance goals covering multiple time periods. Separately, we seek to limit overlap between our applicable performance conditions to ensure our compensation program is encouraging healthy and sustained growth across our business.

•	Our performance-based awards are subject to maximum award amounts to cap the potential compensation amount associated with an award.

•	Our executive compensation program encourages executive retention through long-term vesting provisions. For fiscal year 2020, all of the equity awards we granted were subject to three-year long-term vesting.

•	We have adopted stock ownership guidelines, which encourage executives to have a significant, long-term equity position in our Company.

•	Our performance-based awards are subject to clawback provisions.

•	Our insider trading policy prohibits our NEOs and other executive officers from hedging the economic interest in our securities, and from pledging our securities.

•	Our severance and change in control benefits are designed to attract and retain executives without providing excessive benefits.

•	Our equity awards are intended to provide for “double-trigger” vesting upon a change in control. We adopted changes to our equity award agreements in fiscal year 2018 to ensure our awards continue to be viewed as “double-trigger” awards.

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

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

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

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(1)

The amounts in this column represent the aggregate grant date fair value of the respective awards computed in accordance with FASB ASC Topic 718. For information about the assumptions underlying these computations, please refer to Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K. In accordance with applicable SEC rules, for those awards that are subject to the satisfaction of performance conditions, the amounts reported reflect the value at the grant date based upon the probable outcome of such conditions.

(2)	These amounts reflect grants made to our NEOs of 2020 Annual PSUs, 2020 Time-Based RSU and 2020 LTIP PSUs. Refer to the sections of this Proxy Statement titled "2020 Annual Performance Stock Units,” “2020 Time-Based Restricted Stock Units” and "2020 Long-Term Incentive Plan Performance Stock Units" for additional information.

(3)	These amounts reflect the cash incentive payments paid to our NEOs under our 2020 Annual Cash Incentive Awards. Refer to the section of this Proxy Statement titled "2020 Annual Cash Incentive Awards” for additional information.

(4)	Except as otherwise specifically noted in the footnotes below, the amounts in this column reflect payments to certain NEOs of our matching contributions under the 401(k) plan and NQDC Plan, as well as life insurance premiums paid on policies that have been adopted for the benefit of our NEOs.

(5)	Mr. Fasching was appointed Chief Financial Officer in July 2018, and initially became a NEO in fiscal year 2019.

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(1)

The amounts in this column reflect the potential payouts under the 2020 Annual Cash Incentive Awards as of the grant date of such awards. Each of the performance conditions for fiscal year 2020 was achieved above target, with the exception of Fashion Lifestyle Group operating income and revenue. Fashion Lifestyle Group achievements were above threshold, but below target. Cash incentive payments were made in June 2020. Refer to the section of this Proxy Statement titled "2020 Annual Cash Incentive Awards" for additional information.

(2)

The awards in this row reflect the grant of 2020 Annual PSUs. The performance condition was achieved above the target level in fiscal year 2020 and the awards were earned with respect to 100% of the underlying shares. Following achievement of the performance condition, these awards vest over three years in equal annual installments on August 15, 2020, 2021 and 2022. Refer to the section of this Proxy Statement titled "2020 Annual Performance Stock Units" for additional information.

(3)

The awards in this row reflect the grant of 2020 LTIP PSUs. These awards may vest based upon our achievement of a performance target for fiscal year 2022. As of the date of this Proxy Statement, we consider the performance conditions to be probable of being achieved at target of 100% and the awards will vest up to a maximum of 200% of the target amount. Refer to the section of this Proxy Statement titled "2020 Long-Term Incentive Plan Performance Stock Units" for additional information.

(4)	The awards in this column reflect the grant of 2020 Time-Based RSUs. These awards vest over three years in equal annual installments on August 15, 2020, 2021 and 2022. Refer to the section of this Proxy Statement titled "2020 Time-Based Restricted Stock Units" for additional information.

(5)

The amounts in this column represent the aggregate grant date fair value of the respective awards computed in accordance with FASB ASC Topic 718. For information about the assumptions underlying these computations, please refer to Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K. In accordance with applicable SEC rules, for those awards that are subject to

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(1)	These awards reflect 2017 LTIP NQSOs that were granted in November 2016. Our Compensation Committee has determined that the performance condition was achieved, and the options are fully vested and exercisable.

(2)	These awards reflect 2018 LTIP NQSOs that were granted in June 2017. Our Compensation Committee has determined that the performance condition was achieved, and the options are fully vested and exercisable.

(3)	In accordance with applicable SEC regulations, the market value of the shares has been determined based on the closing price of our common stock on March 31, 2020, which was $134.00.

(4)

The stock awards are 2019 LTIP PSUs and 2020 LTIP PSUs that were granted in September 2018 and September 2019 respectively, which remain outstanding and subject to long-term performance and service conditions. The shares included reflect achievement of the performance conditions at the target level of 100%. However, the maximum performance level for these awards is 200%. The 2019 LTIP PSUs will vest on March 31, 2021, and the 2020 LTIP PSUs will vest on March 31, 2022, each subject to achievement of certain performance criteria.

(5)	In accordance with applicable SEC regulations, the market value of the shares has been determined based on the closing price of our common stock on March 31, 2020, which was $134.00. The market value of 2019 and 2020 LTIP PSUs was calculated as to 100% of the shares underlying the awards.

(6)

This amount consists of (i) 2,887 2018 Annual PSUs granted in June 2017, which shares vest as to 100% on August 15, 2020, (ii) 2,887 2018 time-based RSUs granted in June 2017, which shares vest as to 100% on August 15, 2020, (iii) 3,370 2019 Annual PSUs granted in June 2018, which shares vest as to 50% on August 15, 2020 and 2021, (iv) 3,370 2019 time-based RSUs granted in June 2018, which shares vest as to 50% on August 15, 2020 and 2021, (v) 4,605 2020 Annual PSUs granted in June 2019, which shares vest as to 33.33% on August 15 2020, 2021 and 2022, and (vi) 4,605 2020 time-based RSUs granted in June 2019, which shares vest as to 33.33% on August 15 2020, 2021 and 2022.

(7)

This amount consists of (i) 369 2018 Annual PSUs granted in June 2017, which shares vest as to 100% on August 15, 2020, (ii) 738 2018 time-based RSUs granted in June 2017, which shares vest as to 100% on August 15, 2020, (iii) 674 2019 Annual PSUs granted in June 2018, which shares vest as to 50% on August 15, 2020 and 2021, (iv) 674 2019 time-based RSUs granted in June 2018, which shares vest as to 50% on August 15, 2020 and 2021, (v) 267 2019 time-based RSUs granted in January 2019, which shares vest as to 50% on January 7, 2021 and 2022, (vi) 864 2020 Annual PSUs granted in June 2019, which shares vest as to 33.33% on August 15 2020, 2021 and 2022, and (vii) 864 2020 time-based RSUs granted in June 2019, which shares vest as to 33.33% on August 15 2020, 2021 and 2022.

(8)

This amount consists of (i) 866 2018 Annual PSUs granted in June 2017, which shares vest as to 100% on August 15, 2020, (ii) 866 2018 time-based RSUs granted in June 2017, which shares vest as to 100% on August 15, 2020, (iii) 1,012 2019 Annual PSUs granted in June 2018, which shares vest as to 50% on August 15, 2020 and 2021, (iv) 1,012 2019 time-based RSUs granted in June 2018, which shares vest as to 50% on August 15, 2020 and 2021, (v) 1,152 2020 Annual PSUs granted in June 2019, which shares vest as to 33.33% on

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(9)

This amount consists of (i) 794 2018 Annual PSUs granted in June 2017, which shares vest as to 100% on August 15, 2020, (ii) 794 2018 time-based RSUs granted in June 2017, which shares vest as to 100% on August 15, 2020, (iii) 926 2019 Annual PSUs granted in June 2018, which shares vest as to 50% on August 15, 2020 and 2021, (iv) 926 2019 time-based RSUs granted in June 2018, which shares vest as to 50% on August 15, 2020 and 2021, (v) 978 2020 Annual PSUs granted in June 2019, which shares vest as to 33.33% on August 15 2020, 2021 and 2022, and (vi) 978 2020 time-based RSUs granted in June 2019, which shares vest as to 33.33% on August 15 2020, 2021 and 2022.

(10)

This amount consists of (i) 602 2018 Annual PSUs granted in June 2017, which shares vest as to 100% on August 15, 2020, (ii) 602 2018 time-based RSUs granted in June 2017, which shares vest as to 100% on August 15, 2020, (iii) 730 2019 Annual PSUs granted in June 2018, which shares vest as to 50% on August 15, 2020 and 2021, (iv) 730 2019 time-based RSUs granted in June 2018, which shares vest as to 50% on August 15, 2020 and 2021, (v) 921 2020 Annual PSUs granted in June 2019, which shares vest as to 33.33% on August 15 2020, 2021 and 2022, (vi) 921 2020 time-based RSUs granted in June 2019, which shares vest as to 33.33% on August 15 2020, 2021 and 2022, and (vii) 570 time-based RSUs granted in June 2019, which shares vest as to 33.33% on August 15, 2020, 2021 and 2022.

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(1)	The total number of shares actually received by our NEOs, net of shares withheld for taxes, was as follows: 6,381 for Mr. Powers, 1,852 for Mr. Fasching, 1,970 for Mr. Lafitte, 3,275 for Mr. Caroti, and 3,587 for Ms. O'Donnell.

(2)	Pursuant to applicable SEC rules, the amounts in this column reflect the value realized upon the vesting of the stock awards, which is based on the closing price of our common stock on the applicable vesting dates.

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(1)	The amounts reported in this column reflect contributions made by our NEOs under the NQDC Plan during fiscal year 2020. These amounts are separately included in the " Summary Compensation Table " above, and do not reflect amounts in addition to those amounts.

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

•	right to exercise all vested equity awards pursuant to the terms of the applicable award agreement.

•	pro-rated portion of his or her non-equity incentive bonus for the current fiscal year based on actual length of service during the year of termination and actual achievement by our Company of the performance conditions in respect of such bonus previously established by the Committee.

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

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

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

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

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•

If the executive is terminated by our Company without Cause then, in addition to those benefits provided upon a termination due to death or total disability, the NEO will receive (i) payment of his or her then effective annual base salary for, in the case of the CEO, 18 months, or, in the case of any other NEO, 12 months following his or her termination, subject to such executive signing a release; and (ii) receipt of health benefits for a period of one year following his or her termination or his or her attainment of alternative employment that provides health benefits, whichever is earlier.

•

If the executive is terminated by our Company without Cause and upon a Change in Control, then, in addition to those benefits provided upon a termination due to death or total disability, the NEO will receive (i) payment of, in the case of the CEO, two times, or, in the case of any other NEO, 1.5 times his or her then effective annual base salary, subject to such executive signing a release; and (ii) receipt of health benefits for, in the case of the CEO, a period of two years, or, in the case of any other NEO, a period of 18 months following his or her termination or his or her attainment of alternative employment that provides health benefits, whichever is earlier.

•

The definition of “Good Reason” has been revised to mean, without the consent of the executive, if within two years of a change in control, there is a material reduction of the executive’s total compensation, benefits, and perquisites (excluding a material reduction resulting from a decrease in value of the Company’s stock), our Company's relocation is greater than 50 miles from the location where the executive performs services, or a material change in the executive’s authority, duties, or responsibilities; provided, however, no such event shall constitute Good Reason unless the executive shall have given written notice to our Company of the executive’s intent to resign for “Good Reason” within 30 days after the executive first becomes aware of the occurrence of any such event (specifying the nature and scope of the event) and such event or occurrence shall not have been cured within 30 days of our receipt of such notice, and the executive resigns no later than 90 days after the expiration of the 30-day cure period.

•

The definition of "Change in Control" has been revised to mean the occurrence of a merger, consolidation, sale of all or a major portion of the assets of our Company (or a successor organization) or similar transaction or circumstance where any person or group acquires, in one or more transactions, beneficial ownership of more than 50% of the outstanding shares of voting stock of our Company (or a successor organization), or a change in a majority of the members of our Board.

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(1)

The stock awards reflect all of the performance-based and time-based RSUs that remained outstanding as of March 31, 2020, including: (i) the 2018 time-based RSUs, (ii) the 2018 performance-based RSUs, (iii) the 2019 time-based RSUs, (iv) the 2019 performance-based RSUs, (v) the 2020 time-based RSUs, (vi) the 2020 performance-based RSUs, (vii) the 2019 LTIP PSUs, (viii) the 2020 LTIP PSUs, and (ix) certain additional time-based RSUs granted in fiscal years 2020 as discretionary or new-hire awards.

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(1)	The amounts in this column represent the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718.

(2)	Mr. Figuereo was appointed to serve as a member of our Board effective as of February 20, 2020.

(3)	Mr. Gibbons will not be standing for reelection at the Annual Meeting.

(4)	Mr. McComb resigned from the Board effective as of September 13, 2019.

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(1)	This amount includes shares underlying all equity awards outstanding pursuant to the 2006 Plan and the 2015 Plan as of March 31, 2020. For awards subject to performance-based vesting conditions, the amount reported reflects the number of shares to be issued if the relevant performance conditions are achieved.

(2)	There are no stock appreciation rights outstanding pursuant to the 2006 Plan and the 2015 Plan. In addition, there are no outstanding warrants to purchase shares of our common stock.

(3)	This amount reflects the weighted-average exercise price of the outstanding 2017 LTIP NQSOs and 2018 LTIP NQSOs, based on the closing price of our common stock on the respective grant dates. This amount does not take into account shares issuable upon the vesting of outstanding time-based and performance-based RSUs, which have no exercise price.

(4)	This amount reflects the shares reserved for issuance under the 2015 Plan less the number of shares reported in the first column. This amount is subject to increase depending on our achievement with respect to certain performance conditions as discussed in footnote 1 above, and will increase to reflect any shares that are forfeited or otherwise terminated under the 2015 Plan.

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*	Percentage of shares beneficially owned does not exceed 1.0% of our outstanding shares of common stock.

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

(2)	Unless otherwise noted, we believe each individual or entity named has sole investment and voting power with respect to the shares of our common stock reported as beneficially owned by them, subject to community property laws, where applicable.

(3)

Pursuant to applicable SEC rules, shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable on or before the date that is 60 days after June 30, 2020 are deemed outstanding for the purpose of calculating the number and percentage owned by a person, but are not deemed outstanding for the purpose of calculating the number and percentage owned by any other person.

(4)	The reported amounts include shares held by certain directors through one or more family trusts over which shares the respective directors may have shared voting and/or investment power.

(5)	An additional 223 shares previously earned by this director have been deferred pursuant to an election made under our Deferred Stock Unit Compensation Plan. These deferred shares have been excluded from the table.

(6)	An additional 357 shares previously earned by this director have been deferred pursuant to an election made under our Deferred Stock Unit Compensation Plan. These deferred shares have been excluded from the table.

(7)	An additional 4,023 shares previously earned by this director have been deferred pursuant to an election made under our Deferred Stock Unit Compensation Plan. These deferred shares have been excluded from the table.

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(8)	This information is based solely on Amendment No. 12 to Schedule 13G filed on February 4, 2020. This stockholder's business address is 55 East 52nd Street, New York, NY 10055. This stockholder has sole voting power with respect to 3,220,647 of such shares and sole dispositive power over all 3,275,670 of such shares.

(9)

This information is based solely on Amendment No. 8 to Schedule 13G filed on February 12, 2020. This stockholder's business address is 100 Vanguard Boulevard, Malvern, PA 19355. This stockholder has sole voting power over 59,528 of such shares, shared voting power over 6,175 of such shares, sole dispositive power over 2,810,237 of such shares, and shared dispositive power over 61,641 of such shares.

(10)	This information is based solely on Amendment No. 1 to Schedule 13G filed on April 10, 2020. This stockholder's business address is 245 Summer Street, Boston, MA 02210. This stockholder has sole voting power with respect to 375,850 of such shares and sole dispositive power over all 2,808,811 of such shares.

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