Definitive Proxy Statement

We cordially invite you to attend Volcom’s 2010 Annual Meeting of Stockholders to be held at 10:00 a.m. Pacific time, on May 4, 2010, at the Volcom Roadhouse, 1660 Placentia Avenue, Costa Mesa, California 92627. We recommend carpooling as a way to reduce your environmental impact and to minimize parking congestion; on-site parking is limited.

At this year’s annual meeting, stockholders will be asked to elect seven directors and ratify the appointment of Deloitte & Touche LLP to serve as Volcom’s independent registered public accounting firm for the year ending December 31, 2010. In addition, stockholders will transact any other business that may properly come before the meeting.

Whether or not you plan to attend the annual meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to vote promptly. If you are viewing the proxy statement on the Internet, you may grant your proxy electronically via the Internet by following the instructions on the Notice of Internet Availability of Proxy Materials previously mailed to you. If you have received a paper copy of the proxy statement and proxy card, you may vote by completing and mailing the proxy card enclosed with the proxy statement. If your shares are held in “street name,” which means shares held of record by a broker, bank or other nominee, you should review the Notice of Internet Availability of Proxy Materials used by that firm to determine whether and how you will be able to submit your proxy by telephone or over the Internet. Submitting a proxy will ensure your shares are represented at the annual meeting.

NOTICE IS HEREBY GIVEN that the 2010 Annual Meeting of Stockholders of Volcom, Inc. will be held at 10:00 a.m. Pacific time, on May 4, 2010, at the Volcom Roadhouse, 1660 Placentia Avenue, Costa Mesa, California, 92627, for the following purposes:

1. To elect seven directors to the Board of Directors of Volcom for the ensuing year or until the election and qualification of their respective successors. The nominees for election to the Board are Richard R. Woolcott, René R. Woolcott, Douglas S. Ingram, Anthony M. Palma, Joseph B. Tyson, Carl W. Womack and Kevin G. Wulff;

2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2010; and

3. To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting. Only stockholders of record of shares of our common stock at the close of business on March 8, 2010, the record date, will be entitled to notice of, and to vote at, the 2010 annual meeting and any postponement or adjournment thereof.

We invite all stockholders to attend the annual meeting. Whether or not you plan on attending the 2010 annual meeting, we encourage you to submit your proxy as soon as possible. If you are receiving a paper copy of the proxy statement, you may vote by completing and mailing the proxy card enclosed with the proxy statement. If your shares are held in “street name,” which means shares held of record by a broker, bank or other nominee, you should review the Notice of Internet Availability of Proxy Materials used by that firm to determine whether and how you will be able to submit your proxy by telephone or over the Internet. Submitting a proxy over the Internet, by telephone or by mailing a proxy card, will ensure your shares are represented at the annual meeting. By submitting your proxy promptly, you will save the Company the expense of further proxy solicitation. For information regarding voting in person at the annual meeting, please see “How do I vote?” on page 2 of the proxy statement.

For admission to the annual meeting, each stockholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof of ownership of Volcom stock as of the record date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership as of the record date.

YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE READ OUR PROXY STATEMENT CAREFULLY, AND SUBMIT YOUR VOTE AS PROMPTLY AS POSSIBLE FOLLOWING THE INSTRUCTIONS PROVIDED IN THE PROXY STATEMENT OR NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS.

Volcom ^®, LOGO

^® (The Stone Design mark), Volcom Entertainment ^®, Volcom Give Back Series (and Design)™, Veeco Productions ^®, Amphibulator™, Volcom Creedlers ^®, Let The Kids Ride Free™, Moclov™, Modulator™, Performance Dry™, Stone-Age™, Thermal Defense System™, TDS™, V.Co-Operative™, V.Co-Logical ^®, Youth Against Establishment ^®, Volcom Highwear ^®, Peanut Butter & Rail Jam™, Push More, Drive Less™, Stoneyour.tv™, The Proving Grounds™, Totally Crustaceous Surf Tour™, Wild in the Parks™ and Zip Tech^® are trademarks of Volcom, Inc. This proxy statement may also contain trademarks, trade names and service marks of others.

The accompanying proxy is solicited on behalf of the board of directors of Volcom, Inc. (“Volcom”, “we”, “us” or “our”), for use at our Annual Meeting of Stockholders to be held at the Volcom Roadhouse, 1660 Placentia Avenue, Costa Mesa, California, 92627, on May 4, 2010 at 10:00 a.m. Pacific time, and at any and all continuations, adjournments or postponements thereof. Directions to attend the meeting can be found on our Internet website, www.volcom.com/2010annualmeeting.

Pursuant to rules recently adopted by the Securities and Exchange Commission, we have elected to provide access to our proxy materials over the Internet. Accordingly, while we are sending a paper copy of the proxy materials and proxy card to our stockholders of record, brokers and other nominees who hold shares on behalf of beneficial owners will be sending a Notice of Internet Availability of Proxy Materials to stockholders. Stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to request a printed copy by mail or electronically may be found on the Notice and on the website referred to in the Notice. We intend to make this proxy statement available on the Internet and to have the Notice, or the Proxy Statement and proxy card, as applicable, mailed on or about March 24, 2010 to all stockholders entitled to vote at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the 2010 Stockholder Meeting to be Held on May 4, 2010:

This proxy statement and our 2009 annual report to stockholders are available on our website address at www.volcom.com/2010annualmeeting. This website contains the following documents: the notice of annual meeting, this proxy statement, a sample proxy card and the 2009 annual report to stockholders. You are encouraged to access and review all of the information contained in the proxy materials before voting.

You are being asked to (i) approve the appointment of seven directors, to serve for the ensuing year or until their respective successors are duly elected and qualified, and (ii) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2010. These matters and other information are described in more detail in this proxy statement.

Only holders of record of the 24,374,362 shares of Volcom’s common stock outstanding at the close of business on the record date, March 8, 2010, will be entitled to notice of and to vote at the annual meeting or any adjournment or postponement thereof. On each matter to be considered at the annual meeting, each stockholder will be entitled to cast one vote for each share of our common stock held of record by such stockholder on March 8, 2010.

In accordance with Delaware law, a list of stockholders entitled to vote at the annual meeting will be available at the annual meeting, and for 10 days prior to the annual meeting at Volcom, Inc., 1740 Monrovia Avenue, Costa Mesa, California 92627, Monday through Friday between the hours of 9 a.m. and 4 p.m. Pacific time.

Holders of our common stock will vote at the annual meeting as a single class on all matters, with each holder of a share of our common stock entitled to one vote per share held.

In order to constitute a quorum for the conduct of business at the annual meeting, a majority of the outstanding shares of our common stock entitled to vote at the annual meeting must be present or represented at the annual meeting. Shares of common stock held by persons attending the annual meeting but not voting, shares represented by proxies that reflect abstentions as to a particular proposal and broker “non-votes” will be counted as present for purposes of determining a quorum. A broker non-vote occurs when a nominee holding shares for a beneficial owner has not received voting instructions from the beneficial owner and does not have discretionary authority to vote the shares. If you hold your shares in street name and do not provide voting instructions to your broker or other nominee, your shares will be considered to be broker non-votes and will not be voted on any proposal on which your broker or other nominee does not have discretionary authority to vote.

For Proposal 1, directors will be elected by a plurality of the votes cast. Votes may be cast in favor of or withheld from each nominee. The seven nominees securing the most “in favor” votes are elected. Abstentions and broker non-votes will not affect the outcome of the election.

For Proposal 2, the ratification of our independent registered public accounting firm, will be decided by the affirmative vote of a majority of shares present in person or represented by proxy at the annual meeting and entitled to vote on each such proposal. Abstentions will have the same effect as votes against this proposal. Brokers generally have discretionary authority to vote on the ratification of our independent auditors, thus broker non-votes are generally not expected to result from the vote on Proposal 2.

If a quorum is not present, the annual meeting will be adjourned until a quorum is obtained.

You may vote by attending the annual meeting and voting in person or you may vote by submitting a proxy. The method of voting by proxy differs depending on whether you are viewing this proxy statement on the Internet or received a paper copy. If you hold your shares of common stock in street name, which means your

shares are held of record by a broker, bank or nominee, you will receive a Notice of Internet Availability of Proxy Materials from your broker, bank or other nominee that includes instructions on how to vote your shares. Your broker, bank or nominee will allow you to deliver your voting instructions over the Internet and may also permit you to vote by telephone. In addition, you may request paper copies of the proxy statement and proxy card from your broker by following the instructions on the Notice provided by your broker.

YOUR VOTE IS VERY IMPORTANT. You should submit your proxy even if you plan to attend the annual meeting.

If you plan to attend the annual meeting and wish to vote in person, you will be given a ballot at the annual meeting. Please note that if your shares are held of record by a broker, bank or other nominee, and you decide to attend and vote at the annual meeting, your vote in person at the annual meeting will not be effective unless you bring to the annual meeting a legal proxy from the record holder of the shares (your broker or other nominee) authorizing you to vote at the annual meeting.

If you receive more than one proxy card or Notice it means your shares are held in multiple accounts or registered in different names or addresses. To ensure that all of your shares are voted, please be sure to complete, sign, date and return each proxy card or, if you submit a proxy by telephone or the Internet, submit one proxy for each proxy card or Notice you receive.

All votes will be tabulated by the inspector of election appointed for the annual meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

All shares entitled to vote and represented by properly submitted proxies (including those submitted electronically, telephonically and in writing) received before the polls are closed at the annual meeting, and not revoked or superseded, will be voted at the annual meeting in accordance with the instructions indicated on those proxies. If no direction is indicated on a proxy, the proxy holder will vote your shares:

Any stockholder has the power to revoke his or her proxy at any time before it is voted. A proxy may be revoked by a stockholder of record by delivering a written notice of revocation to our Corporate Secretary, by presenting a later-dated proxy executed by the person who executed the prior proxy, submitting another proxy or by attendance at the annual meeting and voting in person by the person who executed the proxy. Attendance at the annual meeting will not, by itself, revoke a proxy. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to our Corporate Secretary at Volcom, Inc., 1740 Monrovia Avenue, Costa Mesa, California 92627.

If your shares are held in the name of a broker, bank or other nominee, you may change your vote by submitting new voting instructions to your bank, broker or other record holder. You must contact your broker, bank or other nominee to find out how to do so. Please note that if your shares are held of record by a broker, bank or other nominee, and you decide to attend and vote at the annual meeting, your vote in person at the annual meeting will not be effective unless you present a proxy, issued in your name from the record holder (your broker or other nominee).

How and when may I submit a stockholder proposal for the 2011 annual meeting of Stockholders?

In the event that a stockholder desires to have a proposal considered for presentation at the 2011 annual meeting of stockholders, and included in our proxy statement and form of proxy card used in connection with such meeting, the proposal must be forwarded, in writing, to our Corporate Secretary so that it is received no later than November 24, 2010. Any such proposal must comply with the requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Under our bylaws, in order to nominate a director or bring any other business before the stockholders at the 2011 annual meeting that will not be included in our proxy statement, you must notify us in writing and such notice must be received by us no earlier than January 4, 2011 and no later than February 3, 2011. For proposals not made in accordance with Rule 14a-8, you must comply with specific procedures set forth in our bylaws and the nomination or proposal must contain the specific information required by our bylaws. Please address any stockholder proposals or notices of proposals to our Corporate Secretary at Volcom, Inc., 1740 Monrovia Avenue, Costa Mesa, California 92627.

Volcom will bear the entire cost of the solicitation of proxies for the annual meeting, including the preparation, assembly, printing, and mailing of this proxy statement, the proxy card and any additional solicitation materials furnished to stockholders. Copies of solicitation materials will be furnished to brokerage houses, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward the solicitation materials to the beneficial owners. We may reimburse such persons for their reasonable expenses in forwarding solicitation materials to beneficial owners. The original solicitation of proxies by mail may be supplemented by solicitation by personal contact, telephone, facsimile, email or any other means by directors, officers or employees of Volcom. No additional compensation will be paid to those individuals for any such services.

This proxy statement is being mailed to our stockholders on or about March 24, 2010.

Our stockholders are being asked to elect seven directors for the ensuing year or until the election and qualification of their respective successors. Directors are elected at each annual meeting of stockholders and hold office until their successors are duly elected and qualified at the next annual meeting of stockholders. Our bylaws provide that our board of directors shall consist of between two and nine members, with the exact number of directors to be determined by resolution of the board of directors. Pursuant to a resolution adopted by our board of directors, the authorized number of members of the board of directors has been set at seven.

Based upon the recommendation of the Nominating and Corporate Governance Committee, the following persons have been nominated for re-election to the board of directors at this 2010 annual meeting of stockholders. The biographies below set forth information as of March 8, 2010 (the record date) concerning the nominees for directors. The biographies include information regarding the person’s service as a director, business experience, director positions held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and our board of directors to determine that the person should serve on our board.

Richard R. Woolcott, 44, our founder, brings to our board substantial business management and marketing experience, as well as first-hand experience in the action sports industry as a sponsored athlete. Mr. Woolcott founded Volcom in 1991 and has served as Chairman since June 2008 and Chief Executive Officer since our inception. Mr. Woolcott’s knowledge of all aspects of the Company’s business and his historical understanding of its operations, position him well to serve as our Chairman and Chief Executive Officer. Mr. Woolcott also served as our Chairman from inception until July 2000 and as President from inception until June 2008. From 1989 until 1991, he worked in the marketing and promotions department of Quiksilver, Inc., a New York Stock Exchange, or NYSE, listed action sports company. From 1981 to 1989, he was a sponsored athlete for Quiksilver. Mr. Woolcott was inducted into the National Scholastic Surfing Association Hall of Fame in 2004 and was named the Surf Industry Manufacturers Association Individual Achiever of the Year in 2003. Mr. Woolcott was a member of the National Scholastic Surfing Association National Team from 1982 through 1985 and was selected as a member of the United States Surfing Team in 1984. He earned a B.S. in Business Administration from Pepperdine University.

Douglas S. Ingram, 47, contributes to our board a wealth of management experience and business understanding, expertise in regulatory governance and legal matters and front-line exposure to many of the issues facing public companies. Mr. Ingram has served on our board of directors since June 2005 and has served as our Lead Independent Director since June 2008. Mr. Ingram has been the Executive Vice President, Chief Administrative Officer and Secretary, as well as Chief Ethics Officer, of Allergan, Inc., a NYSE-listed specialty pharmaceutical and medical device company, since October 2006. Mr. Ingram also served as Allergan’s General Counsel from January 2001 to July 2009, and from October 2003 through October 2006, served as Allergan’s Executive Vice President, General Counsel, Secretary and Chief Ethics Officer. Prior to that, Mr. Ingram served as Allergan’s Corporate Vice President, General Counsel, Secretary and Chief Ethics Officer, since July 2001. Prior to that he was Allergan’s Senior Vice President and General Counsel since January 2001, and Assistant Secretary since November 1998. Prior to that, Mr. Ingram was Allergan’s Associate General Counsel from August 1998, Assistant General Counsel from January 1998 and Senior Attorney and Chief Litigation Counsel from March 1996, when he first joined Allergan. Prior to joining Allergan, Mr. Ingram was, from August 1988 to March 1996, an attorney with the law firm of Gibson, Dunn & Crutcher. Mr. Ingram received a B.S. from Arizona State University and a law degree from the University of Arizona.

Anthony M. Palma, 48, has more than 17 years of experience in leadership roles at companies in the sports and consumer goods industry, which provides him with a keen understanding of our operations and an in depth knowledge of our industry. Mr. Palma has served on our board of directors since June 2005. Mr. Palma has served as Chief Executive Officer of Ogio International, Inc., a privately held designer and manufacturer of gear bags, since January 2010. Prior to that, he served as President and Chief Executive Officer of Easton-Bell Sports, a privately held manufacturer, marketer and distributor of sports equipment, from April 2006 to March 2008. Prior to that, Mr. Palma served as the President and Chief Executive Officer of Easton Sports, Inc., since July 1995. Prior to that, Mr. Palma served as Chief Financial Officer of Easton Sports, Inc. since 1993. Prior to joining Easton in 1993, Mr. Palma was with KPMG Peat Marwick from 1985 to 1993. Mr. Palma earned a B.S. in Business Administration with an emphasis in Accounting from California State University, Northridge.

Joseph B. Tyson, 48, brings to our board financial expertise, a wealth of management experience and business understanding and front-line exposure to many of the issues facing public companies. Mr. Tyson has served on our board of directors since June 2005. Since October 2009, Mr. Tyson has been a Principal at Cisterra Capital, a privately funded investment firm that specializes in acquiring, developing and repositioning commercial real estate loans and assets. From September 2007 until September 2009, Mr. Tyson was a consultant with Cisterra Capital. From October 2006 until August 2007, Mr. Tyson was the Chief Operating Officer of The Picerne Group, a privately-funded international investment firm. Prior to joining The Picerne Group, Mr. Tyson served as the Executive Vice President, Chief Financial Officer, Treasurer and Secretary of Pan Pacific Retail Properties, Inc., an NYSE-listed real estate investment trust, since October 1999, until its sale to Kimco Realty in October 2006. Prior to that, Mr. Tyson was Chief Financial Officer of The Allen Group, a San Diego-based real estate company, from 1998 until 1999. Prior to 1998, Mr. Tyson was with Heitman Financial Ltd. for 11 years serving in various capacities including Senior Vice President and as a member of the firm’s Executive Committee. Mr. Tyson became licensed as a Certified Public Accountant during his tenure with PricewaterhouseCoopers from 1984 to 1987 in New York. Given his expertise in finance and accounting, Mr. Tyson has been determined to be an Audit Committee financial expert by our Board.

Carl W. Womack, 58, contributes to our board financial expertise combined with extensive retail and operational experience in the action sports industry and front-line exposure to many of the issues facing public companies. Mr. Womack has served on our board of directors since June 2005. Mr. Womack served as the Senior Vice President and Chief Financial Officer of Pacific Sunwear of California, Inc., a NASDAQ-listed apparel retailer, from 1994 until his retirement in October 2004. He served as Vice President of Finance and Chief Financial Officer of Pacific Sunwear from May 1986 to September 1994. He served as Secretary of Pacific Sunwear from November 1992 to October 2004. Prior to joining Pacific Sunwear, Mr. Womack served in several positions in public and private accounting. Mr. Womack earned a B.S. in Business Administration and Accounting from California State University, Northridge. Given his expertise in finance and accounting, Mr. Womack has been determined to be an Audit Committee financial expert by our Board.

René R. Woolcott, 78, provides to our board institutional knowledge and a deep understanding of the strategic and operational issues we face as well as insights based on his substantial experience in business strategy and finance. Mr. Woolcott has served on our board of directors since our inception in 1991 and served as our Chairman from July 2000 to June 2008. From 1985 to the present, Mr. Woolcott has served as Chairman and President of Clarendon House Advisors, Ltd., a privately owned investment company. From 1976 to 1985, he was Chairman and Chief Executive Officer of Aronson Woolcott & Co., a member of the New York Stock Exchange specializing in institutional equity research. From 1973 to 1976, he was President and Chief Executive Officer of Diebold Venture Capital. From 1965 to 1973, he acquired control of Pacific Clay Products, a manufacturer of industrial clay building products, and created its parent, Pacific Holding Corp., where he was Chairman and Chief Executive Officer. Mr. Woolcott holds a B.S. summa cum laude from New York University and an M.B.A. from Harvard University. Our Chairman and Chief Executive Officer, Richard Woolcott, is the son of René Woolcott.

Kevin G. Wulff, 58, has more than 15 years of experience in leadership roles at companies in the sports and consumer goods industry, which provides him with a keen understanding of our operations and an in depth knowledge of our industry. Mr. Wulff has served on our board of directors since June 2005. Since February

2010, Mr. Wulff has served as a consultant to Symphony Holdings Limited, a Hong Kong Exchange listed company principally engaged in the manufacturing, distribution and licensing of branded footwear and apparel. Prior to that, Mr. Wulff was the President and Chief Executive Officer of Pony International, LLC from March 2007 to February 2010. Prior to that, he was the President and Chief Executive Officer of American Sporting Goods since March 2005. Prior to that, Mr. Wulff served as Vice President, Business Development and Sports Marketing for Adidas America from 2003 to January 2005. From October 2001 to March 2003, Mr. Wulff served as Chairman and Chief Executive Officer of the Women’s Tennis Association. From June 2000 to October 2001, he served as Senior Vice President/General Manager — Emerging Business and Subsidiaries for Nike, Inc. From 1998 to June 2000, Mr. Wulff served as Senior Vice President/General Manager — USA for Nike, Inc. From 1997 to 1998, he served as Vice President/General Manager — Americas for Nike, Inc. He served as the President of Nike Canada from 1994 to 1997 and General Manager of Nike, Inc. from 1993 to 1994. Prior to joining Nike, Inc. in 1993, he served in various capacities with Miller Brewing Company from 1987 to 1993. Mr. Wulff holds a B.S. in Social Science, Business and Physical Education from the University of Northern Iowa.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL SEVEN NOMINEES NAMED ABOVE. Unless instructed to the contrary, the shares represented by the proxies will be voted FOR the election of the seven nominees named above as directors. Although it is anticipated that each nominee will be able to serve as a director, should any nominee become unavailable to serve, the proxies will be voted for such other person or persons as may be designated by our board of directors. As of the date of this proxy statement, the board of directors is not aware of any nominee who is unable or will decline to serve as a director.

The firm of Deloitte & Touche LLP, our independent registered public accounting firm for the year ended December 31, 2009, was selected by the Audit Committee to act in the same capacity for the year ending December 31, 2010. Neither the firm nor any of its members has any relationship with us or any of our affiliates except in the firm’s capacity as our auditor.

A representative of Deloitte & Touche LLP is expected to be present at the annual meeting and will have the opportunity to make statements if he or she so desires and respond to appropriate questions from the stockholders.

In the event that the stockholders do not approve the selection of Deloitte & Touche LLP, the appointment of the independent registered public accounting firm will be reconsidered by the Audit Committee. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interests of Volcom and its stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP TO SERVE AS VOLCOM’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2010. Unless authority to do so is withheld, the proxy holders named in each proxy will vote the shares represented thereby FOR the ratification of the appointment of Deloitte & Touche LLP.

We know of no other matters that will be presented for consideration at the annual meeting. If any other business properly comes before the annual meeting, it is the intention of the proxy holders to vote the shares they represent as the board of directors may recommend. The proxy gives each of Douglas P. Collier and S. Hoby Darling discretionary authority to vote your shares in accordance with his best judgment with respect to all additional matters that might come before the annual meeting.

The board of directors held six meetings during the year ended December 31, 2009. Each of our directors attended or participated in at least 75% of the combined total of (i) all meetings of the board of directors that took place when such director was a member of the board of directors and (ii) all meetings of those committees of the board of directors on which such person served, which were held during such period. The board has a policy that each board member attends the annual meeting of stockholders, absent unusual circumstances; provided, however, that members may attend such annual meeting by telephone if necessary to mitigate conflicts. Each board member attended the 2009 annual meeting of stockholders.

The board of directors has determined that it is in our best interests to have Mr. Richard Woolcott serve as Chairman and Chief Executive Officer. The Chief Executive Officer serves as a bridge between management and the board of directors, ensuring that both groups act with a common purpose. Mr. Woolcott’s knowledge regarding our operations and the industries and markets in which we compete positions him to best identify

matters for board review and deliberation. Additionally, the combined role of Chairman and Chief Executive Officer facilitates centralized board leadership in one person so there is no ambiguity about accountability. Our current leadership structure with the combined Chairman/Chief Executive Officer leadership role enhances the Chairman and Chief Executive Officer’s ability to provide insight and direction on important strategic initiatives to both management and the independent directors.

Our board of directors acknowledges that independent board leadership is important. In order to enhance board independence, when Mr. Richard Woolcott was elected Chairman in June 2008 the company also appointed Mr. Ingram lead independent director. Also, our bylaws require that a majority of our directors shall be independent at all times and 5 of the 7 directors currently serving on our board are independent. Furthermore, each director serving on our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee is independent. Our directors meet in executive sessions on a regular basis.

Any stockholder who desires to contact the Chairman of the Nominating and Corporate Governance Committee or any member of the board of directors may do so by writing to the Volcom, Inc. Board of Directors, Attn: General Counsel, 1740 Monrovia Avenue, Costa Mesa, CA 92627. Communications received will be distributed by our General Counsel to the Chairman of the Nominating and Corporate Governance Committee or such other member or members of the board of directors as deemed appropriate by our General Counsel, depending on the facts and circumstances outlined in the communication received. For example, if any complaints regarding accounting, internal accounting controls or auditing matters are received, they will be forwarded by our General Counsel to the Chairperson of the Audit Committee for review.

After review of all the relevant transactions or relationships between each director (or any member of his family) and us or one of our affiliates or our independent registered public accounting firm, based on information provided by the director, our records and publicly available information, our board of directors affirmatively determined that all but two of our directors, René Woolcott and Richard Woolcott, are independent directors under the applicable listing standards of NASDAQ and the requirements of the U.S. Securities and Exchange Commission, or the SEC. These independent directors are Messrs. Ingram, Palma, Tyson, Womack and Wulff. In making its independence determinations, the board has concluded that none of these members has a relationship which, in the opinion of the board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Chairman and Chief Executive Officer, Richard Woolcott, is the son of a member of our board of directors, René Woolcott. There are no other familial relationships between our executive officers and our directors.

We have a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee charters are available on our website, www.volcom.com, under the Investor Relations section. The inclusion of our website address in this proxy statement does not include or incorporate by reference the information on our website into this proxy statement.

Our Audit Committee consists of three directors, Messrs. Tyson (Chairman), Palma and Womack. Each of these directors is independent as defined by the applicable rules of the NASDAQ and SEC. Each member of the Audit Committee meets the financial literacy and experience requirements of the applicable SEC and NASDAQ rules. Mr. Tyson serves as the chairperson of the Audit Committee and our board of directors has determined that

each of Messrs. Tyson and Womack is an “audit committee financial expert” under applicable SEC rules. Our independent auditors and our internal finance personnel regularly meet privately with and have unrestricted access to our Audit Committee. The Audit Committee acts pursuant to an Audit Committee charter intended to satisfy applicable SEC and NASDAQ rules. During fiscal 2009, our Audit Committee met nine times.

Our Audit Committee charter requires that the Audit Committee oversee our corporate accounting and financial reporting processes. The primary duties of our Audit Committee are to, among other things:

Our Compensation Committee consists of three directors, Messrs. Womack (Chairman), Ingram and Wulff. Each of these directors is independent under NASDAQ rules and qualifies as a non-employee director and an outside director for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Section 162(m) of the Code, respectively. During fiscal 2009, our Compensation Committee met four times.

We have adopted a Compensation Committee charter, which outlines the Compensation Committee’s primary duties to include, among other things:

During the first quarter of each year, the Compensation Committee generally reviews and approves the bonus plan and salaries for the upcoming year for each of the corporate officers who has a base salary in excess of $150,000, the Chief Financial Officer, the Chief Operating Officer/President and the Chief Executive Officer. The Compensation Committee does not delegate its authority to other persons. The Compensation Committee does not currently use the services of a compensation consultant to determine executive or director compensation.

Executive Compensation. Except for the Chief Executive Officer’s compensation, compensation of executives is recommended to the Compensation Committee by the Chief Executive Officer based upon historical practice, a market survey report of other apparel companies and other local companies prepared by the Human Resources department, and Volcom’s overall performance. The Chief Executive Officer’s compensation is discussed between the Chairman of the Compensation Committee and the Chief Executive Officer. The Chairman of the Compensation Committee then makes a recommendation to the entire Compensation Committee for discussion and approval. Compensation decisions for executives are made by the Compensation Committee after evaluating all components of compensation and assessing total compensation.

Our Nominating and Corporate Governance Committee consists of three directors, Messrs. Ingram (Chairman), Palma and Wulff. Each of these directors is independent under NASDAQ rules. During fiscal 2009, our Nominating and Corporate Governance Committee met two times. We have adopted a Nominating and Corporate Governance Committee charter which outlines the Nominating and Corporate Governance Committee’s primary duties to include, among other things:

In the event of a vacancy on the board of directors, the process followed by the Nominating and Corporate Governance Committee to identify and evaluate director candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the Nominating and Corporate Governance Committee and the board of directors.

In considering whether to recommend any particular candidate for inclusion in the board’s slate of recommended director nominees, the Nominating and Corporate Governance Committee applies the criteria set forth in our Policy and Procedures Regarding the Qualification, Identification, Consideration and Selection of Director Candidates (Including Stockholder Nominees). These criteria include the candidate’s independence, knowledge, judgment, diversity (which is not formally defined in the policy), age, skills, education, character, standing in the community and industry and financial background and experience. The committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will best allow the board to fulfill its responsibilities.

Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials including materials to determine whether the candidate is independent from us, a resume of the candidate, a consent from the candidate and a description of any arrangements or

undertakings between the stockholder and the candidate regarding nomination, proof that the stockholder or group of stockholders making the recommendation has beneficially owned our common stock for at least a year as of the date such recommendation is made and such other information as reasonably requested by us, to the Nominating and Corporate Governance Committee, c/o General Counsel, Volcom, Inc., 1740 Monrovia Avenue, Costa Mesa, California 92627. Assuming that appropriate biographical and background material has been provided on a timely basis, the committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates recommended by our board or others. If the board determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in the proxy card for the next annual meeting.

Our board of directors has adopted a code of business conduct and ethics that applies to all of our employees, executive officers and directors. Our code of business conduct and ethics is posted on our website, www.volcom.com, under the Investor Relations section. We intend to disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of such provisions, applicable to our directors and executive officers, at the same location on our website identified above. The inclusion of our website address in this proxy statement does not include or incorporate by reference the information on our website into this proxy statement.

The board of directors is actively involved in oversight of risks that could affect us. While our board has the ultimate oversight responsibility for the risk management process, various committees of our board also have responsibility for risk management. Our Audit Committee focuses on financial risk, including internal controls, and receives an annual risk assessment report from our internal Director of Sarbanes Oxley and Vice President of Finance. Risks related to our compensation programs are reviewed by the Compensation Committee and regulatory and other compliance risks are reviewed by the Nominating and Corporate Governance Committee. Our board is advised by the committees of significant risks and management’s response via periodic updates.

The table below summarizes the compensation received by our non-employee directors for the year ended December 31, 2009.

The following table presents the aggregate fees billed for the indicated services performed by Deloitte & Touche LLP during the years ended December 31, 2009 and December 31, 2008.

Audit Fees. Audit Fees consist of fees billed by Deloitte & Touche LLP for professional services rendered in connection with the audit of our annual consolidated financial statements for 2009 and 2008, the audit of our internal control over financial reporting, the review of interim consolidated financial statements included in our quarterly reports on Form 10-Q and other regulatory filings.

Audit-Related Fees. Audit-Related Fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements but are not reported under “Audit Fees.” Such fees include, among other things, secondary offering filings, acquisition-related work and certain consultations concerning financial accounting and reporting standards.

Tax Fees. Tax Fees consist of professional services for tax compliance and strategy activities, including the preparation of federal and state tax returns and related tax compliance matters. Tax strategy activity fees were $42,563 of the total for tax fees during 2009.

All Other Fees. There were no fees billed by Deloitte & Touche LLP for other services in 2009 or 2008.

In considering the nature of the services provided by Deloitte & Touche LLP, the Audit Committee determined that such services are compatible with the provision of independent audit services.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

The Audit Committee is responsible for reviewing the terms of the proposed engagement of the independent registered public accounting firm for audit or permissible non-audit services and for pre-approving all such engagements. Any proposed services exceeding $5,000 require specific pre-approval by the Audit Committee. Services below $5,000 must be of the types specifically pre-approved by the Audit Committee and the Audit Committee is informed of all engagements of our independent registered public accounting firm. In providing any pre-approval, the Audit Committee considers whether the services to be approved are consistent with the SEC’s rules on auditor independence. In fiscal years 2009 and 2008, all of the fees paid to our independent registered public accounting firm were pre-approved by the Audit Committee pursuant to our policy.

The following table sets forth as of March 8, 2010 the number and percentage of the outstanding shares of Volcom common stock which, according to the information supplied to us, are beneficially owned by (i) each person who, to our knowledge, is the beneficial owner of more than 5% of our outstanding common stock, (ii) each person who is currently a member of our board of directors or is a nominee for election to our board of directors, (iii) each named executive officer in the Summary Compensation Table that appears below and (iv) all of our current directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC. Except as indicated in the footnotes to this table and pursuant to state community property laws, each stockholder named in the table has sole voting and investment power for the shares shown as beneficially owned by such stockholder. Percentage of ownership is based on 24,508,520 shares of common stock beneficially owned on March 8, 2010. The number of shares of common stock outstanding used in calculating the percentage for each listed person and entity (and for all executive officers and directors as a group) includes common stock underlying options held by that person or entity (or by all executive officers and directors as a group, as the case may be) that are exercisable within 60 days of March 8, 2010, but excludes common stock underlying options held by any other person or entity. We do not currently permit pledges of our securities by Section 16 persons.

The members of our board of directors, our executive officers and persons who beneficially own more than 10% of Volcom’s outstanding common stock are subject to the requirements of Section 16(a) of the Exchange Act, which requires them to file reports with the SEC with respect to their ownership and changes in their ownership of common stock and other derivative Volcom securities. Based upon (i) the copies of Section 16(a) reports that we received from such persons for their transactions in 2009 in Volcom securities and their holdings of Volcom securities, and (ii) the written representations received from one or more of such persons that no unfiled annual Form 5 reports were required to be filed by them for 2009, we believe that all reporting requirements under Section 16(a) for such year were met in a timely manner by our directors, executive officers and beneficial owners of greater than 10% of our common stock.

Richard R. Woolcott serves as our Chairman and Chief Executive Officer. His biography is contained in the section of this proxy statement entitled “Election of Directors.”

Jason W. Steris has served as our President since June 2008 and Chief Operating Officer since 1998. From 1995 to 1998, he served as our National Sales Manager and from 1993 to 1995 he served as our Southern California Sales Representative. Prior to Mr. Steris joining us in 1993, he worked in action sports retail for eight years with Laguna Surf & Sport in various positions, including store manager and buyer.

Douglas P. Collier has served as our Executive Vice President, Chief Financial Officer and Secretary since May 2008. From 1994 until May 2008, he served as Chief Financial Officer and Secretary. He has also served as our Treasurer since April 2005. From 1991 to 1994, Mr. Collier served as Controller at Mary Tyler Moore Studios. Mr. Collier was a Senior Tax Specialist with KPMG from 1987 to 1990. Mr. Collier is a Certified Public Accountant (inactive). He earned a B.S. in Business Administration and an M.S. in Accounting from San Diego State University.

Tom D. Ruiz has served as our Executive Vice President of Sales since May 2008. From 1998 to May 2008 he served as our Vice President of Sales. Prior to joining us, Mr. Ruiz was the Vice President of Sales and Marketing for Yaga Clothing from 1994 to 1998. From 1990 to 1994, he was owner and President of Bleick Jeans. Prior to forming Bleick Jeans, he held numerous sales positions with Quiksilver, Inc. from 1984 to 1990. Mr. Ruiz has served as a member of the board of directors of the Surf Industry Manufacturers Association since 2005.

Troy C. Eckert has served as our Executive Vice President of Marketing since May 2008. Effective May 15, 2010, Mr. Eckert will serve as our Hawaii Strategic Director and will no longer be an executive officer. From January 2001 to May 2008, he served as our Vice President of Marketing. Prior to January 2001, he held the position of Marketing Director since 1994. Mr. Eckert joined us in 1991 as our main team rider and as a marketing assistant. In addition to his overall marketing duties, Mr. Eckert is charged with developing our skateboarding, snowboarding and surfing teams, our special events programs and co-developing Veeco Productions. He is a world class surfer and a three-time champion of the H2O Winter Classic combined surf/snow competition.

Ethan F. Anderson has served as our Senior Vice President, Creative Director since May 2008. Prior to that, he served as our Vice President, Creative Director since July 2005. Prior to that, he served in leadership

roles as Creative Director and Senior Art Director since founding our in-house art department in 1994. Mr. Anderson earned a B.A. in Art with an emphasis in Graphic Design from San Diego State University.

Seth “Hoby” Darling has served as our Senior Vice President, Strategic Development and General Counsel since May 2008. Prior to that, he served as our Vice President, Strategic Development and General Counsel since June 2005. Prior to joining us, he served as our outside legal counsel as an attorney at the international law firm of Latham & Watkins where he focused his practice on counseling consumer products and pharmaceutical companies. Mr. Darling holds a Juris Doctorate degree from Northwestern University in Chicago and graduate degrees in Business Administration from the University of California at Berkeley Haas School of Business and Columbia University in New York. In addition, he earned a B.A. with honors from Western Washington University.

John W. Fearnley has served as our Vice President of Production and Design since June 2008. Prior to that, Mr. Fearnley was our Director of Production since joining us in 2001. Mr. Fearnley has over twenty years of experience in apparel production and design with action sports apparel brands such as Quiksilver, Billabong, O’Neill and Thunder Bros. (an apparel company he founded). Mr. Fearnley earned a B.A. in Planning, Policy and Design from the School of Social Ecology at the University of California, Irvine.

Ryan N. Immegart will serve as our Vice President of Marketing effective May 15, 2010. Since 1995, Mr. Immegart has served as the Director of Volcom Entertainment, the music division of our company, which he founded with Richard Woolcott. Mr. Immegart began his career with us in 1992, as our first sponsored snowboarder at the age of 16.

David A. Unter has served as our Vice President of Finance since January 2005. From September 2004 to December 2004, he served as Director of Accounting and Financial Reporting for Hot Topic, Inc., a NASDAQ listed mall-based specialty apparel retailer. From 1994 to 2004, Mr. Unter was with Deloitte and Touche LLP providing advisory, audit and assurance services for companies in the action sports and retail industries. During his tenure at Deloitte and Touche LLP, Mr. Unter became licensed as a Certified Public Accountant. Mr. Unter earned a B.S. in Accounting from the University of Southern California.

This Compensation Discussion and Analysis describes our compensation, strategy, policies, programs and practices for our “Named Executive Officers”, which consists of Mr. Richard R. Woolcott, our Chairman and Chief Executive Officer, Mr. Jason W. Steris, our President and Chief Operating Officer, Mr. Douglas P. Collier, our Executive Vice President, Chief Financial Officer, Treasurer and Secretary, Mr. Tom D. Ruiz, our Executive Vice President of Sales and Mr. Troy C. Eckert, our Executive Vice President of Marketing.

None of Volcom’s Named Executive Officers received an annual cash bonus under our cash bonus program for 2009. This was due primarily to Volcom not achieving the diluted earnings per share, or EPS, targets set by the Compensation Committee at the beginning of 2009. Bonus eligibility for the Named Executive Officers was

based on Volcom’s attainment of these EPS targets. Volcom failed to meet the minimum or threshold EPS level that would result in a payout under the program given the downturn in the economy and the resulting adverse effect on discretionary consumer spending.

Since Volcom’s initial public offering in 2005, compensation for Volcom’s Named Executive Officers has been comprised predominantly of base salary and annual cash bonus. Equity compensation historically has not been a significant component of total compensation. Volcom’s Named Executive Officers have significant equity holdings in the Company and the Compensation Committee has historically believed that this ownership properly aligns their interests with Volcom and its stockholders. In 2009, in order to continue to attract and retain employees as Volcom grows, the Compensation Committee determined to offer equity compensation to employees. The Compensation Committee reduced the 2009 target bonus opportunities for each of Volcom’s Named Executive Officers, other than Mr. Woolcott, under the 2009 Executive and Senior Manager Cash Bonus Plan and in lieu thereof granted them a limited number of stock options with a Black-Scholes value approximately corresponding to the reduction to the target bonus opportunities. In light of Mr. Woolcott’s larger equity holdings in Volcom, he did not receive any equity awards in 2009 and his target bonus opportunity remained at the same level as in 2008.

On December 18, 2009, given the improved economic environment, the Compensation Committee recommended and our board approved reinstating annual base salaries for the Named Executive Officers to generally the levels in place in January 2009 and approved the 2010 Executive and Senior Manager Cash Bonus Plan, or the 2010 Plan as further described below.

In December 2009, Volcom adopted a total compensation philosophy that reinforces high standards of executive performance based on fairness and the company’s cooperative family culture. Our compensation strategies seek to reward highly productive, career focused executives for their contributions to the achievement of our mission and vision. We are committed to providing a total rewards strategy that appropriately balances executives’ shorter-term needs and provide for longer-term security. Volcom is guided by the following key principles in determining total compensation and the combination of the elements of total compensation:

1. Market Competition. Total compensation will reflect the competition in the marketplace for talented executives, so that we can attract and retain skilled and committed long-term executives who we believe will contribute to accomplishing our vision. We desire to develop and sustain a competitive advantage by having the best workforce in the industry.

2. Accountability for Business and Division Performance. Total compensation will reflect our financial results so that executive compensation is linked to our overall business performance. The degree to which an executive’s compensation will be tied to our overall results or department level performance will vary depending upon his or her ability to impact such results.

3. Accountability for Individual Performance. Total compensation should be partly tied to an individual’s performance, which may not be fully evident in the our overall financial results. The amount of total compensation tied to individual performance will be higher for those executives whose individual contributions may not relate directly to our financial results. Individual performance objectives are determined on an annual basis.

4. Stockholders and Employees Share in Financial Success. We share the financial success of Volcom and its stockholders with those executives and employees who help create it. We believe fairness is reflected in compensation when it effectively addresses the interests of stockholders and the performance goals and ambitions of executives and employees.

5. Recognition of Exceptional Performance. We pay for exceptional performance and recognize unique contributions, ideas, abilities and high performance — and reward these accordingly.

Compensation actions for our Named Executive Officers are determined by our Compensation Committee and, in some cases, our board of directors. The Compensation Committee makes its determinations in consultation with management, including recommendations made to the Compensation Committee by our Chief Executive Officer and our Human Resources department. The Compensation Committee reviews the compensation of each executive officer from the past year when setting compensation for the current year. In addition, the Compensation Committee also reviews Volcom’s overall prior year performance and overall market conditions in determining compensation. The Compensation Committee also reviews compensation data from other companies for a market check when setting each element of executive compensation. The Compensation Committee does not utilize a compensation peer group but generally reviews compensation data from the following types of companies for its market check: (i) competitors in the action sports apparel market; (ii) similarly sized apparel companies based on geography, revenue, earnings and market capitalization; and (iii) similarly sized companies in other industries based on geography, revenue, earnings and market capitalization. This data is compiled by management for the Compensation Committee at the Compensation Committee’s request. The Compensation Committee only uses this data as a market check to confirm that Volcom’s executive compensation is reasonable based upon our market capitalization, revenue, profitability, geography and industry. We do not benchmark or target a specific percentile of the market for any element of our compensation or for total compensation.

While the Compensation Committee has overall responsibility for establishing the elements, level and administration of our executive compensation programs, our Chief Executive Officer and members of our Human Resources department routinely participate in this process, providing requested data, presentations, analyses and proposals. The Chief Executive Officer or President generally performs the performance reviews of each other executive and recommends to the Compensation Committee each other executive’s compensation based upon historical practice, a market survey report of other apparel companies and other relevant companies prepared by management, competitive factors and Volcom’s overall performance. The Chief Executive Officer’s recommendations are one of the factors considered by the Compensation Committee in making its determinations. Compensation decisions for executives are made by the Compensation Committee after evaluating all components of compensation and assessing total compensation.

Volcom’s executive compensation program is designed to provide a balanced mix of pay that incorporates the following key components:

1. Annual Base Cash Compensation. Base salaries provide our executive officers with a degree of financial certainty and stability and also reward our executives for performing their core job duties, individual achievements and contributions. Annual base compensation is generally determined based on the application of prior-year Volcom performance, and the current year Volcom performance outlook. The Compensation Committee prefers to review these factors when determining base compensation rather than relying upon a formulaic percentage increase over the prior year or specific benchmarking.

The Compensation Committee set annual base salaries for Volcom’s Named Executive Officers in January 2009 at generally the same levels as for 2008 except that Mr. Woolcott’s base salary was increased from $420,000 to approximately $443,000 to account for the value of his perquisites which were eliminated beginning in 2009 and Mr. Steris’ base salary was increased from $336,000 to $353,420 due to his additional responsibilities as President of Volcom, a position he was promoted to in June 2008, and the elimination of certain perquisites. Given the uncertain economic environment, in February 2009, the Compensation Committee reduced these 2009 base salaries by approximately 15% for Mr. Woolcott and by 10% for the other Named Executive Officers. In May 2009, the Board approved an increase of $6,260 to Mr. Woolcott’s base salary effective as of March 1, 2009 because, in part, the 15% reduction in February 2009 was not intended to reduce the value of his previously eliminated perquisites.

On December 18, 2009, in light of the improved market conditions, the Board approved reinstating annual base salaries for the Named Executive Officers to approximately the levels previously approved in January 2009. No other raises from the January 2009 levels were approved for the Named Executive Officers. The salary re-instatement was effective as of January 1, 2010. (See table below under “Summary Compensation Table” for base salaries information for each of the past three years.)

2. Annual Cash Bonus. Executive bonuses are based on the historical practice of bonus potential being a pre-determined percentage of base salary. The Compensation Committee evaluates bonuses in relation to base salary and total compensation for executives at comparable companies as a market check on whether such cash bonuses are reasonable based upon our market capitalization, revenue, profitability, geography and industry.

2009 Cash Bonus Plan. The 2009 Plan was designed to reward executive and senior management-level employees for achievement of certain Company objectives, and to a lesser extent, in the case of Mr. Eckert and other senior level managers, individual performance. A total of approximately 30 employees participated in the Cash Bonus Plan. A participating employee’s target bonus opportunity was based on a percentage of that individual’s base salary ranging from 10% to 75%, based on position. The Compensation Committee reduced the 2009 target bonus opportunities for each of Volcom’s Named Executive Officers, other than Mr. Woolcott, and in lieu thereof granted them a limited number of stock options with a Black-Scholes value corresponding to approximately the reduction to the target bonus opportunities. In light of Mr. Woolcott’s larger equity holdings in Volcom, he did not receive any equity awards in 2009 and his target bonus opportunity remained at the same level as in 2008. For 2009, the Compensation Committee also reduced the maximum bonus opportunity for all participants under the 2009 Plan from 160% of the participants’ target bonus opportunities to 125%.

Mr. Woolcott’s target bonus opportunity was 75% of his base salary and was based 100% on company performance. Messrs. Steris, Collier, Ruiz and Eckert’s target bonus opportunities were set at approximately 38% of their base salaries. Other than Messrs. Ruiz and Eckert, the other Named Executive Officers’ target bonus opportunities were also based 100% on company performance. Actual bonuses could vary considerably according to our achievement of pre-determined consolidated 2009 diluted EPS targets, as set forth in the table below under “Volcom Performance Component”. At each EPS level, participating individuals were paid a corresponding percentage of their target bonus opportunity, ranging from 0% to 125% (See table below under “Grants of Plan-Based Awards” for threshold, target and maximum bonus information).

The Compensation Committee designed this program to ensure that a significant portion of compensation is “at risk” and depends upon Company performance for those members of executive and senior management with the greatest influence on corporate results. At the end of each fiscal year, the Compensation Committee meets to review and certify fiscal performance. The Compensation Committee retains the discretion to award bonuses if the performance goals are not met and to provide additional compensation if the goals are exceeded. Historically, the Compensation Committee has not exercised, and in 2009 the Compensation Committee did not exercise, this discretion.

The Named Executive Officers did not receive bonuses under the Cash Bonus Plan for fiscal year 2009 because Volcom did not obtain the threshold EPS level. The Compensation Committee believed that this result was appropriate because the EPS targets were set to reward participants for Volcom’s performance and to align their interests with those of our stockholders.

Volcom Performance Component. The portion of the bonuses, based on Volcom performance, were measured against pre-determined earnings per share targets, as described below:

Individual Performance Component. Messrs. Ruiz and Eckert’s 2009 bonus opportunity was tied 60% to company performance and 40% to individual performance. Under the bonus plan, individual performance measures reflect what an executive or senior member of management must do in order for Volcom to meet its short and long-term business goals. Individual objectives vary in detail and subject matter based on the employee’s function and department. Typical objectives can include achieving sales, financial, profit margin and development objectives; executing strategic transactions; increasing productivity and operating measures and identifying and implementing cost reduction and efficiency measures. The bonus pool based on individual performance is only funded by the percentage that we achieve the diluted EPS targets described above under Volcom Performance Component. No bonuses based on individual performance were awarded because the general company bonus pool was not funded due to Volcom not achieving the 2009 threshold EPS level of $0.95 (the minimum funding level under the 2009 Cash Bonus Plan).

For fiscal 2009, Mr. Ruiz’s individual performance measures were as follows (i) achieving certain sales targets, (ii) achieving certain margin targets, (iii) staying within the sales department budget, (iv) and meeting certain personal and Company strategy goals. As described above, Mr. Ruiz was ineligible for any individual performance bonus due to the Company not achieving the threshold EPS level.

For fiscal 2009, Mr. Eckert’s individual performance measures were as follows (i) staying within the marketing department budget and (ii) achieving certain marketing objectives such as innovative and creative advertising. As described above, Mr. Eckert was ineligible for any individual performance bonus due to the Company not achieving the threshold EPS level.

3. Long-Term Equity Compensation. To date, long-term equity compensation has not played a significant role in our executives’ total compensation. The grant of long-term equity incentive compensation (including stock options and restricted stock) is considered by the Compensation Committee on a case-by-case basis. Historically, most of the members of our senior management have had considerable ownership in Volcom, which ownership the Compensation Committee believed sufficiently aligned the executive team’s interests with the interests of Volcom’s stockholders. However, in order to continue to attract and retain employees as Volcom matures as a public company, the Compensation Committee determined it would offer equity compensation to employees in 2009. The Compensation Committee granted stock options on May 5, 2009 to the Named Executive Officers, other than Mr. Woolcott, as shown in the table below. The Black-Scholes values of these stock option grants corresponded to approximately the reduction to Named Executive Officers’ 2009 target bonus opportunities. In light of Mr. Woolcott’s larger equity holdings in Volcom, he did not receive any equity awards in 2009. All equity grants currently require the approval of the Compensation Committee.

4. Other Elements of Total Compensation. Volcom does not offer its executives any type of non-qualified deferred compensation, defined contribution plan, or defined benefit plan, nor do we have any severance or change in control arrangements with any executive officer. We do provide a 401(k) for all employees, including executives, with Volcom matching up to six percent of the contribution limit, though the matching 401(k) was temporarily suspended during a portion of 2009 due to the negative economic climate. In 2009, the Compensation Committee eliminated all perquisite programs, including Mr. Woolcott’s car allowance and Messrs. Woolcott and Steris’ club memberships. In lieu of the terminated perquisites, the Compensation Committee increased Messrs. Woolcott and Steris’ base salaries to account for the value of the eliminated perquisites.

Volcom does not have a policy with respect to security ownership; most of the current members of senior management have considerable ownership in Volcom, which ownership the Compensation Committee believes sufficiently aligns the current executive team’s interests with the interests of Volcom’s stockholders. Volcom does not currently permit executives to hedge their position in Volcom stock.

Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the tax deductibility by a company of annual compensation in excess of $1,000,000 paid to the Chief Executive Officer and any of its three other most highly compensated executive officers, other than the Chief Financial Officer. However, certain performance-based compensation is excluded from the $1,000,000 limit if, among other requirements, the compensation is payable only upon attainment of pre-established, objective performance goals and the board of directors committee that establishes such goals consists solely of two or more “outside directors.” Additionally, stock options will qualify for the performance-based exception where, among other requirements, the exercise price of the option is not less than the fair market value of the stock on the date of grant, and the plan includes a per-person limitation on the number of shares for which options may be granted during a specified period.

All members of the Compensation Committee qualify as outside directors under Section 162(m). Our Amended and Restated 2005 Incentive Award Plan, or 2005 Plan, has been designed with the intent to allow us to pay performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended.

The following table shows the compensation earned by, or awarded or paid to, each of our Named Executive Officers for services rendered in all capacities to us and our subsidiaries for the years ended December 31, 2009, 2008 and 2007. Please note that ownership of vested stock awards is set forth under “Ownership of Securities” in this proxy statement.

The following table sets forth summary information regarding all grants of plan-based awards made to our Named Executive Officers for the year ended December 31, 2009.

The following table sets forth summary information regarding the outstanding equity awards held by each of our Named Executive Officers at December 31, 2009:

None of the Named Executive Officers exercised options during the year ended December 31, 2009. None of our Named Executive Officers hold any shares of restricted stock or any other stock awards subject to vesting requirements.

We do not currently have written employment agreements with any of our Named Executive Officers, nor do we have any other arrangements, agreements or understandings providing benefits to any of our Named Executive Officers with any payments or benefits upon termination of employment or a change in control. As a result, in the event of a termination of employment of a Named Executive Officer or a change in control, no amounts are payable to any Named Executive Officer other than accrued vacation or other payments at our discretion on a case by case basis.

In March 2010, management assessed our compensation policies and practices to determine whether any risks arising from those policies and practices are reasonably likely to have a material adverse effect on us. The Compensation Committee reviewed management’s assessments and believes that our compensation policies and practices do not create such risks. In doing so, the Compensation Committee considered various features of our compensation policies and practices that discourage excessive or unnecessary risk taking, as presented by management.

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to expectations concerning matters that are not historical facts. Words such as “projects,” “believes,” “anticipates,” “plans,” “expects,” “intends,” “may,” “will,” “could,” “should,” “would,” and similar words and expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements related to risks associated with our compensation programs. Readers are cautioned that these forward-looking statements are based on current expectation and are subject to risks, uncertainties, and assumptions that are difficult to predict. We undertake no obligation to revise or update any forward-looking statements for any reason.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the review and discussions, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in our 2009 Annual Report on Form 10-K and in this proxy statement for the 2010 annual meeting of stockholders.

The following is the report of the Audit Committee with respect to Volcom’s audited financial statements for the year ended December 31, 2009 and the notes thereto.

Review with Management. The Audit Committee has reviewed and discussed Volcom’s audited financial statements with management.

Review and Discussions with Independent Accountants. The Audit Committee has reviewed and discussed Volcom’s audited financial statements with Deloitte & Touche LLP, Volcom’s independent registered public accounting firm. The Audit Committee has discussed with Deloitte & Touche LLP the matters required to be discussed by the Statement on Accounting Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board, or PCAOB, in Rule 3200T.

The Audit Committee has also received and reviewed written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding Deloitte & Touche LLP’s communications with the Audit Committee concerning independence, and has discussed with Deloitte & Touche LLP their independence from Volcom.

Conclusion. Based on the review and discussions referred to above, the Audit Committee recommended to the board of directors that Volcom’s audited financial statements be included in Volcom’s Annual Report on Form 10-K for the year ended December 31, 2009.

Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, which might incorporate future filings made by the Company under those statutes, the preceding Compensation Committee Report and the Audit Committee Report will not be incorporated by reference into any of those prior filings, nor will such report be incorporated by reference into any future filings made by the Company under those statutes.

In accordance with our Audit Committee charter, our Audit Committee is responsible for reviewing and approving the terms and conditions of all related person transactions. Although we did not enter into any transaction that would require disclosure under Item 404 of Regulation S-K of the Exchange Act with any of our directors or executive officers or any other related persons, if we were to do so, such transaction would need to be approved by our Audit Committee prior to us entering into such transaction. A report is made to our Audit Committee annually disclosing all related persons that are employed by us and related persons that are employed by other companies that we had a material relationship with during that year, if any. No transactions that would require reporting occurred since the beginning of fiscal 2009 or is currently proposed.

On March 16, 2010 we filed with the SEC an Annual Report on Form 10-K for the year ended December 31, 2009. The Form 10-K has been reprinted as part of our 2009 Annual Report to Stockholders. Stockholders may also obtain a copy of the Form 10-K and any of our other SEC reports, free of charge, from the SEC’s website at www.sec.gov or from our website at www.volcom.com, or by writing to Investor Relations, Volcom, Inc., 1740 Monrovia Avenue, Costa Mesa, California 92627. The Annual Report on Form 10-K is not incorporated into this proxy statement and is not considered proxy solicitation material. Information contained on our website, other than this proxy statement, is not part of the proxy solicitation material and is not incorporated by reference herein.

By Order of the Board of Directors,

Douglas P. Collier

Executive Vice President, Chief Financial Officer,

Secretary and Treasurer

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The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders to be held on May 4, 2010 and appoints Douglas P. Collier and S. Hoby Darling, or either one of them, with full power of substitution, as proxy for the undersigned, to vote all shares of Common Stock, $0.001 par value per share, of Volcom, Inc., owned of record by the undersigned, with all powers the undersigned would have if personally present at the Annual Meeting of Stockholders of Volcom, Inc. to be held on May 4, 2010 at 10:00 a.m. (Pacific Time) at the Volcom Roadhouse, 1660 Placentia Avenue, Costa Mesa, California 92627, and any adjournments or postponements thereof for any purpose.

THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED IN FAVOR OF EACH OF THE NOMINEES LISTED ON THE REVERSE SIDE AND IN FAVOR OF PROPOSAL TWO.

PLEASE COMPLETE, SIGN AND DATE ON REVERSE SIDE AND RETURN IT IN THE POSTAGE-PAID ENVELOPE PROVIDED.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

The Board of Directors Recommends a Vote FOR Each of the Nominees and Proposal Two.

2. Ratification of appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm:

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR ALL NOMINEES AND PROPOSAL TWO.


Director	Fees Earned or Paid in Cash⁽¹⁾		Option Awards⁽²⁾		Total Compensation
René R. Woolcott	$	30,000	$	10,171	$	40,171
Douglas S. Ingram	$	32,000	$	73,299	$	105,299
Anthony M. Palma	$	30,000	$	73,299	$	103,299
Joseph B. Tyson	$	35,000	$	73,299	$	108,299
Carl W. Womack	$	32,000	$	73,299	$	105,299
Kevin G. Wulff	$	30,000	$	73,299	$	103,299


	2009		2008
Audit Fees	$	807,656	$	822,042
Audit-Related Fees		0		22,250
Tax Fees		82,646		160,889
All Other Fees		0		0

Total Fees	$	890,502	$	1,005,181


Name and Address	Volcom Common Stock Owned (#)	Rights to Acquire Volcom Common Stock (#)⁽¹⁾	Total Beneficial Ownership of Volcom Common Stock (#)	Percentage of Common Stock Beneficially Owned
5% Holders Not Listed Below:
BlackRock, Inc.⁽²⁾	1,451,494	0	1,451,494	5.92	%
Kwock Family Trust⁽³⁾	2,328,862	0	2,328,862	9.50	%
Royce & Associates, LLC⁽⁴⁾	1,512,350	0	1,512,350	6.17	%
Wasatch Advisors, Inc.⁽⁵⁾	1,257,126	0	1,257,126	5.13	%

Directors:
René R. Woolcott	1,444,765	2,000	1,446,765	5.90	%
Richard R. Woolcott⁽⁶⁾	3,110,932	0	3,110,932	12.69	%
Douglas S. Ingram	2,500	16,000	18,500	*
Anthony M. Palma	0	16,000	16,000	*
Joseph B. Tyson	0	16,000	16,000	*
Carl W. Womack	10,000	16,000	26,000	*
Kevin G. Wulff	620	16,000	16,620	*

Named Executive Officers:
Jason W. Steris	100,000	12,000	112,000	*
Douglas P. Collier⁽⁷⁾	294,824	10,000	304,824	1.24	%
Tom D. Ruiz⁽⁸⁾	21,457	20,158	41,615	*
Troy C. Eckert⁽⁹⁾	93,872	10,000	103,872	*
All executive officers and directors as a group (11 persons)	5,078,970	134,158	5,213,128	21.27	%


Percentage of Target Bonus Opportunity		Consolidated 2009 Diluted Earnings Per Share
0%		$0.94 and lower
20%		$0.95
40%		$0.96
60%		$0.97
80%		$0.98
100%		$0.99
105%		$1.00
110%		$1.01
115%		$1.02
120%		$1.03
125%		$1.04 and above


Named Executive Officer		Number of Stock Options Granted in 2009
Jason Steris		60,000
Douglas Collier		50,000
Tom Ruiz		50,000
Troy Eckert		50,000

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				By Order of the Board of Directors,


Costa Mesa, California March 24, 2010				Douglas P. Collier Executive Vice President, Chief Financial Officer, Secretary and Treasurer


Information About the Annual Meeting and Voting		2
Proposal One: Election of Directors		5
Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm		8
Other Matters		8
Corporate Governance		8
Fees Paid to Deloitte & Touche LLP		14
Ownership of Securities		15
Section 16(a) Beneficial Ownership Reporting Compliance		16
Executive Officers		17
Executive Compensation		18
Compensation Committee Report		26
Audit Committee Report		27
Related Person Transactions		27
Other Information		28


Name	Age	Position
Richard R. Woolcott	44	Chairman and Chief Executive Officer
Jason W. Steris	40	President and Chief Operating Officer
Douglas P. Collier	47	Executive Vice President, Chief Financial Officer, Treasurer and Secretary
Tom D. Ruiz	49	Executive Vice President of Sales
Troy C. Eckert	37	Executive Vice President of Marketing
Ethan Anderson	38	Senior Vice President, Creative
Seth “Hoby” Darling	34	Senior Vice President, Strategic Development and General Counsel
John W. Fearnley	40	Vice President of Production and Design
Ryan N. Immegart	33	Vice President of Marketing (effective May 15, 2010)
David A. Unter	38	Vice President of Finance


Name and Principal Position	Year	Salary⁽¹⁾		Option Awards⁽²⁾		Non-Equity Incentive Plan Compensation⁽³⁾		All Other Compensation⁽⁴⁾		Total Compensation
Richard R. Woolcott,	2009	$	392,553	$	0	$	0	$	447	$	393,000
Chairman and Chief Executive Officer	2008	$	420,000	$	0	$	0	$	25,350	$	445,350
Chairman and Chief Executive Officer	2007	$	400,000	$	0	$	120,000	$	24,750	$	544,750

Jason W. Steris,	2009	$	322,989	$	571,458	$	0	$	447	$	894,894
President and Chief Operating Officer	2008	$	336,000	$	0	$	0	$	2,640	$	338,640
President and Chief Operating Officer	2007	$	320,000	$	0	$	96,000	$	930	$	416,930

Douglas P. Collier,	2009	$	307,569	$	476,215	$	0	$	433	$	784,217
Executive Vice President, Chief Financial Officer, Secretary and Treasurer	2008	$	336,000	$	0	$	0	$	930	$	336,930
	2007	$	320,000	$	0	$	96,000	$	930	$	416,930

Tom D. Ruiz,	2009	$	307,569	$	476,215	$	0	$	447	$	784,231
Executive Vice President of Sales	2008	$	336,000	$	0	$	0	$	930	$	336,930
Executive Vice President of Sales	2007	$	320,000	$	0	$	138,000	$	930	$	458,930

Troy C. Eckert,⁽⁵⁾	2009	$	307,569	$	476,215	$	0	$	0	$	783,784
Executive Vice President of Marketing	2008	$	336,000	$	0	$	0	$	0	$	336,000
Executive Vice President of Marketing	2007	$	285,000	$	0	$	156,750	$	0	$	441,750


Name	Grant Date	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾						All Other Option Awards: Number of Securities Underlying Options	Exercise or Base Price of Option Awards ($/Share)		Grant Date Fair Value of Stock and Option Awards ($)⁽²⁾
Name	Grant Date	Threshold ($)		Target ($)		Maximum ($)			Exercise or Base Price of Option Awards ($/Share)		Grant Date Fair Value of Stock and Option Awards ($)⁽²⁾
Richard R. Woolcott	05/05/2009	$	57,603	$	288,013	$	360,016	0		NA	$	0
Jason W. Steris	05/05/2009	$	23,856	$	119,279	$	149,099	60,000	$	14.47	$	571,458
Douglas P. Collier	05/05/2009	$	22,680	$	113,400	$	141,750	50,000	$	14.47	$	476,215
Tom D. Ruiz	05/05/2009	$	22,680	$	113,400	$	141,750	50,000	$	14.47	$	476,215
Troy C. Eckert	05/05/2009	$	22,680	$	113,400	$	141,750	50,000	$	14.47	$	476,215


	Option Awards
Name	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise Price		Option Expiration Date
Richard R. Woolcott	0	0			NA	NA
Jason W. Steris⁽¹⁾	0	60,000	⁽¹⁾	$	14.47	05/05/2019
Douglas P. Collier⁽¹⁾	0	50,000	⁽¹⁾	$	14.47	05/05/2019
Tom D. Ruiz	10,158	5,000	⁽²⁾	$	19.00	06/29/2015
	0	50,000	⁽¹⁾	$	14.47	05/05/2019
Troy C. Eckert⁽¹⁾	0	50,000	⁽¹⁾	$	14.47	05/05/2019


Address Change? Mark Box ¨	Indicate changes below:	Date


			Signature


			Signature

		Please sign exactly as your name(s) appear on the Proxy. If held in joint tenancy, all persons must sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.