Summary of DECKERS OUTDOOR CORP

Change in Directors or Principal Officers, Submission of Matters to a Vote o

Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 24, 2012, the Board of Directors (the "Board") of Deckers Outdoor Corporation (the "Company"), upon recommendation of the Compensation and Management Development Committee of the Board (the "Compensation Committee"), adopted a new 2012 long-term incentive award (the "2012 LTIP Award") under the Company's 2006 Equity Incentive Plan (the "2006 Plan"), the specific terms of which will be set forth in separate 2012 LTIP Restricted Stock Unit Award Agreements. The 2012 LTIP Awards will be available for issuance to current and future members of the Company's management team, including the Company's named executive officers.

Pursuant to each 2012 LTIP Award, the recipient will receive a specified maximum number of restricted stock units, each of which will represent the right to receive one share of the Company's common stock. The 2012 LTIP Awards will vest only if the Company meets certain revenue targets ranging between $2.2 Billion and $2.9 Billion and certain diluted earnings per share ("EPS") targets ranging between $7.00 and $10.50 as of the fiscal year ended December 31, 2015. In addition, the recipient of the award must provide "Continuous Service" (as defined in the 2006 Plan) to the Company through such date. No vesting of any 2012 LTIP Award will occur if either of the threshold performance criteria are not reached for the 12-month period ending December 31, 2015 (namely, that the annual revenue of the Company is less than $2.2 Billion or the Company's EPS is less than $7.00). To the extent financial performance is achieved above the threshold level, the number of restricted stock units that will vest will increase up to the maximum number of units issued under a particular 2012 LTIP Award. The determination of the level at which the performance criteria have been met will be based on the audited financial statements of the Company for the 12-month period ending December 31, 2015.

The vesting of each 2012 LTIP Award will be accelerated in full in the event that the Company is acquired and, within 12 months of such acquisition, the recipient is terminated by the acquiring company without "Cause" or if the executive is "Constructively Terminated" (as such terms are defined in the 2006 Plan).

The form of 2012 LTIP Restricted Stock Unit Award Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The description of the terms of the Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1.

Following its approval of the form of 2012 LTIP Restricted Stock Unit Award Agreement, the Board, upon recommendation of the Compensation Committee, made the following grants of 2012 LTIP Awards to the following named executive officers of the Company, in the unit amounts set forth in the table below.

Name                       Position                               Maximum Number
                                                                  of
                                                                  Restricted Stock
                                                                  Units

Angel Martinez             Chairman, President and Chief          85,334
                           Executive Officer
Zohar Ziv                  Chief Operating Officer                42,666
Thomas George              Chief Financial Officer                29,334
Constance Rishwain         President, UGG® brand                  29,334
Peter Worley               President, Asia Pacific                21,334

Item 5.07. Submission of Matters to a Vote of Security
Holders.

On May 24, 2012, the Company held its 2012 Annual Meeting of Stockholders (the "Annual Meeting"), at which the Company's stockholders approved three proposals. The proposals voted upon at the Annual Meeting and the final results of the stockholder vote on each proposal were as follows:

Proposal 1: Election of Directors

The stockholders elected nine candidates nominated by the Board to serve as directors of the Company to serve until the annual meeting of stockholders to be held in 2013 and until his or her successor is elected and qualified. The following sets forth the results of the voting with respect to each candidate:

                                            Shares Voted
 Name of Candidate          For       Authority Withheld   Broker Non-Votes
  Angel R. Martinez      29,692,302       1,046,462           4,116,579
   Rex A. Licklider      30,658,115         80,649            4,116,579
   John M. Gibbons       29,924,280        814,484            4,116,579
  John G. Perenchio      30,513,199        225,565            4,116,579
   Maureen Conners       30,515,635        223,129            4,116,579
    Karyn O. Barsa       30,701,018         37,746            4,116,579
Michael F. Devine, III   30,700,707         38,057            4,116,579
     James Quinn         30,515,377        223,387            4,116,579
    Lauri Shanahan       30,701,232         37,532            4,116,579

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2012. The following sets forth the results of the voting with respect to this proposal:

Shares Voted For Against Abstentions 34,057,160 758,078 40,105

Proposal 3: Advisory Vote on Executive Compensation

The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers, as described in the Proxy Statement for the Annual Meeting. The following sets forth the results of the voting with respect to this proposal:

Shares Voted
For Against Abstentions Broker Non-Votes 29,960,794 374,414 403,556 4,116,579