SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

Deckers Outdoor Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

243537107

(CUSIP Number)

Richard T. McGuire III

Marcato Capital Management LP

Four Embarcadero Center, Suite 2100

San Francisco, CA 94111

(415) 796-6350

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:

Richard M. Brand

Joshua A. Apfelroth

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, NY 10281

(212) 504-6000

September 13, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 243537107 SCHEDULE 13D Page 2 of 10

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marcato Capital Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,952,531
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,952,531
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,952,531
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%*
14	TYPE OF REPORTING PERSON IA

* The percentage ownership is based on 31,998,620 shares of common stock outstanding as of August 4, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2017.

CUSIP No. 243537107 SCHEDULE 13D Page 3 of 10

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard T. McGuire III
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,952,531
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,952,531
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,952,531
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%*
14	TYPE OF REPORTING PERSON IN

* The percentage ownership is based on 31,998,620 shares of common stock outstanding as of August 4, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2017.

CUSIP No. 243537107 SCHEDULE 13D Page 4 of 10

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marcato International Master Fund Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,806,294
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,806,294
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,806,294
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6%*
14	TYPE OF REPORTING PERSON OO

* The percentage ownership is based on 31,998,620 shares of common stock outstanding as of August 4, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2017.

CUSIP No. 243537107 SCHEDULE 13D Page 5 of 10

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MCM Encore IM LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 146,237
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 146,237
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 146,237
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5%*
14	TYPE OF REPORTING PERSON IA

* The percentage ownership is based on 31,998,620 shares of common stock outstanding as of August 4, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2017.

CUSIP No. 243537107 SCHEDULE 13D Page 6 of 10

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marcato Encore Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 146,237
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 146,237
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 146,237
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5%*
14	TYPE OF REPORTING PERSON OO

* The percentage ownership is based on 31,998,620 shares of common stock outstanding as of August 4, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2017.

CUSIP No. 243537107 SCHEDULE 13D Page 7 of 10

This amendment No. 2 to Schedule 13D (this “Amendment No. 2”), amends and supplements the Schedule 13D filed on February 8, 2017 (the “Initial 13D” and, as amended and supplemented through the date of this Amendment No. 2, collectively, the “Schedule 13D”) by the Reporting Persons, relating to the common stock, par value $0.01 per share (the “Shares”), of Deckers Outdoor Corporation, a Delaware corporation (the “Issuer”). Capitalized terms not defined in this Amendment No. 2 shall have the meaning ascribed to them in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows:

Item 4. Purpose of Transaction

On September 13, 2017, Marcato International, in compliance with the Amended and Restated Bylaws of the Issuer (the “Bylaws”), submitted its formal notice of intent (the “Notice”) to present a stockholder proposal and nominate candidates for election to the board of directors of the Issuer (the “Board”), in each case, at the 2017 annual meeting of stockholders of the Issuer (including any adjournment or postponement thereof or any special meeting held in lieu thereof, the “2017 Annual Meeting”). A copy of the Notice is filed herewith as Exhibit E and is incorporated herein by reference, and any descriptions herein of the Notice are qualified in their entirety by reference to the Notice.

The Notice stated that, at the 2017 Annual Meeting, Marcato International intends to nominate for election as directors of the Issuer, (i) Deborah M. Derby, (ii) Kirsten J. Feldman, (iii) Steve Fuller, (iv) Matthew P. Hepler, (v) Robert D. Huth, (vi) Jan R. Kniffen, (vii) Mitchell A. Kosh, (viii) Nathaniel J. Lipman, (ix) Michael W. Rayden, and (x) Anne Waterman (each a “Nominee” and collectively, the “Nominees”).

In the Notice, the Reporting Persons reserved the right to further nominate, substitute or add additional persons in the event that (a) the Issuer purports to increase the number of directorships; (b) the Issuer makes or announces any changes to the Bylaws or takes or announces any other action that purports to have, or if consummated would purport to have, the effect of disqualifying any of the Nominees as nominees and/or (c) any Nominee is unable or becomes unwilling for any reason to serve as a director of the Issuer.

Marcato International also submitted a stockholder proposal (the “Stockholder Proposal”) for consideration at the 2017 Annual Meeting, proposing the repeal of each provision of, or amendment to, the Bylaws that the Board adopted or adopts without the approval of the Issuer’s stockholders after May 24, 2016, (the date of the last publicly available Bylaws) and before the approval of the Stockholder Proposal.

The Reporting Persons currently intend to conduct a proxy solicitation to elect the Nominees to the Board and approve the Stockholder Proposal at the 2017 Annual Meeting.

In addition, on September 13, 2017, Marcato sent a letter to the Board and issued a press release (the “Press Release”) announcing the delivery of the Notice to the Issuer and the delivery of the letter to the Board. A copy of the Press Release (which includes a copy of the letter) is filed herewith as Exhibit F and incorporated herein by reference.

Marcato has entered into an engagement and indemnification agreement (the “Engagement and Indemnification Agreement”) with each Nominee, substantially in the form set forth as Exhibit G hereto. Pursuant to such agreements, each Nominee received a $50,000 payment upon execution of the Engagement and Indemnification Agreement and, if each such Nominee serves on the slate of Nominees (the “Slate”) and does not withdraw, will be entitled to an additional $50,000 upon the earlier to occur of (a) Nominee’s election to the Board by the Issuer’s stockholders, (b) Nominee’s appointment to the Board pursuant to an agreement between the Issuer and Marcato or (c) Nominee’s not being elected as a director of the Issuer following a proxy solicitation in which Marcato International nominated Nominee for election to the Board. Each Nominee has also agreed to be named as a nominee in the proxy soliciting materials related to the 2017 Annual Meeting. Pursuant to the Engagement and Indemnification Agreement, Marcato has agreed to indemnify each Nominee against any losses suffered, incurred or sustained by such Nominee in connection with such Nominee’s being a member of the Slate or the solicitation of proxies in connection therewith. Marcato has further agreed to reimburse each Nominee for reasonable, documented, out-of-pocket expenses incurred as a result of such Nominee’s being a member of Slate, including, without limitation, travel expenses and expenses in connection with legal counsel retained to represent such Nominee in connection with being a member of the Slate. The foregoing is qualified in its entirety by reference to the form of the Engagement and Indemnification Agreement filed herewith as Exhibit G and incorporated herein by reference.

CUSIP No. 243537107 SCHEDULE 13D Page 8 of 10

Item 5. Interest in Securities of the Issuer

Item 5 of the Initial 13D is hereby amended and restated in its entirety to read as follows:

(a) As of the date hereof, (i) Marcato and Mr. McGuire may each be deemed to be the beneficial owner of 1,952,531 Shares (the “Marcato Shares”), constituting approximately 6.1% of the outstanding Shares, (ii) Marcato International may be deemed to be the beneficial owner of 1,806,294 Shares, constituting approximately 5.6% of the outstanding Shares and (iii) Marcato Encore LLC and Marcato Encore Fund may each be deemed to be the beneficial owner of 146,237 Shares, constituting approximately 0.5% of the outstanding Shares, each based upon a total of 31,998,620 Shares outstanding as of August 4, 2017 (based on disclosure in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2017).

(b) Marcato International may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of 1,806,294 Shares. Marcato Encore Fund may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of 146,237 Shares. Marcato, as the investment manager of Marcato International and the sole member of Marcato Encore LLC, which is the investment manager of Marcato Encore Fund, may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the Marcato Shares and, therefore, Marcato may be deemed to be the beneficial owner of the Marcato Shares. Marcato Encore LLC, as the investment manager of Marcato Encore Fund, may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of 146,237 Shares and, therefore, Marcato may be deemed to be the beneficial owner of the such shares. By virtue of Mr. McGuire’s position as the managing partner of Marcato, Mr. McGuire may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the Marcato Shares and, therefore, Mr. McGuire may be deemed to be the beneficial owner of the Marcato Shares.

(c) There have been no transactions by the Reporting Persons in the securities of the Issuer in the past sixty days.

(d) The limited partners of (or investors in) Marcato International, or their respective subsidiaries or affiliated entities, for which Marcato or its affiliates acts as general partner and/or investment manager have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds. The limited partners of (or investors in) Marcato Encore Fund, or their respective subsidiaries or affiliated entities, for which Marcato Encore LLC or its affiliates acts as general partner and/or investment manager have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Item 4 is incorporated by reference herein.

As previously disclosed in the Schedule 13D, certain of the Reporting Persons had entered into cash-settled total return swaps with respect to the Shares. As of September 13, 2017, the Reporting Persons have disposed of all cash-settled total return swaps and are no longer a party to any swap arrangements with respect to the Shares.

Marcato Encore Fund has established a short position with respect to 146,237 Shares by borrowing Shares from prime brokers and selling such Shares in open market transactions. Such short sale transactions were effected between June 29, 2017 and July 7, 2017. Marcato Encore Fund will be required to return 146,237 Shares to the lenders of such Shares. The 146,237 Shares that were sold short by Marcato Encore Fund were obtained by Marcato Encore Fund from prime brokers pursuant to customary securities lending agreements. The short positions do not give any Reporting Person direct or indirect voting, investment or dispositive control over any securities of the Issuer and, as such, the Reporting Persons disclaim any beneficial ownership of any Shares that may be referenced in such arrangements.

Except for the arrangements described herein, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 of the Schedule 13D and between such persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profit or loss, or the giving or withholding of proxies.

CUSIP No. 243537107 SCHEDULE 13D Page 9 of 10

Item 7. Material to be Filed as Exhibits

Exhibit A: Joint Filing Agreement*

Exhibit B: Schedule of Transactions in Shares*

Exhibit C: Letter, dated June 27, 2017*

Exhibit D: Schedule of Transactions in Shares*

Exhibit E: Notice, dated September 13, 2017

Exhibit F: Press Release, dated September 13, 2017

Exhibit G: Form of Engagement and Indemnification Agreement

* Previously filed.

CUSIP No. 243537107 SCHEDULE 13D Page 10 of 10

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 13, 2017

Marcato Capital Management LP◆
By: Marcato Holdings LLC, its General Partner
By:	/s/ Richard T. McGuire III
	Richard T. McGuire III, Authorized Person
MCM Encore IM LLC◆
By: Marcato Capital Management LP, its Sole Member
By: Marcato Holdings LLC, its General Partner
By:	/s/ Richard T. McGuire III
	Richard T. McGuire III, Authorized Person
/s/ Richard T. McGuire III◆
Richard T. McGuire III
Marcato International Master Fund Ltd.
By:	/s/ Richard T. McGuire III
	Richard T. McGuire III, Director
Marcato Encore Master Fund, Ltd.
By:	/s/ Richard T. McGuire III
	Richard T. McGuire III, Director

◆ This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.

EX-99.E

Exhibit E

Marcato International Master Fund, Ltd.

c/o Marcato Capital Management LP

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

September 13, 2017

Deckers Outdoor Corporation

250 Coromar Drive

Goleta, CA 93117

Attention:	Corporate Secretary
Re:	Notice of Stockholder Proposal and Nomination of Candidates for Election to the Board of Directors to be Presented, in each case, at the 2017 Annual Meeting of Deckers Outdoor Corporation

Dear Corporate Secretary:

This notice (including all exhibits attached hereto, this “Notice”) of the decision of Marcato International Master Fund, Ltd. (“Stockholder”), record holder of 1,000 shares of common stock, par value $0.01 per share (the “Shares” or “Common Stock”) of Deckers Outdoor Corporation, a Delaware corporation (the “Corporation”), (a) to propose the repeal of each provision of, or amendment to, the Amended and Restated Bylaws of the Corporation (the “Bylaws”) adopted by the Board of Directors of the Corporation (the “Board”) subsequent to May 24, 2016, which is the date of the last publicly available Bylaws, without the approval of the stockholders of the Corporation (the “Stockholder Proposal”) and (b) to propose the nomination of and nominate candidates for election to the Board (the “Nomination Proposal”), in each case, at the 2017 annual meeting of stockholders of the Corporation (including any adjournments or postponements thereof or any special meeting that may be called in lieu thereof, the “2017 Annual Meeting”), is being delivered in accordance with the requirements set forth under the Bylaws.

This Notice attaches (a) as Exhibit A hereto proof of Stockholder’s record ownership, (b) as Exhibit B hereto a copy of signed consents and commitments to serve as a director of the Corporation, executed by each of the Nominees (as defined below) as required by Section 2.8(B)(vii) of Article 2 of the Bylaws, (c) as Exhibit C hereto each Nominee’s completed and signed written questionnaire as required by Section 2.8(D) of Article 2 of the Bylaws and (d) as Exhibit D hereto a written representation and agreement (in the form provided by the Corporation) executed by each of the Nominees, as required by Section 2.8(D) of Article 2 of the Bylaws.

I. Notice of Stockholder Proposal

As required by Section 2.8 of Article 2 of the Bylaws (the “Stockholder Notice Requirements”), the following information, which, together with the information contained elsewhere in this Notice, constitutes all of the information required to be set forth in this Notice pursuant to the Stockholder Notice Requirements.

a. Information with Respect to the Stockholder Proposal Pursuant to Section 2.8(A) of Article 2 of the Bylaws

The following information constitutes all of the information required to be provided by Stockholder pursuant to the Stockholder Notice Requirements, as to the Stockholder Proposal.

i. Information Pursuant to Section 2.8(A)(i) of Article 2 of the Bylaws

A. A Brief Description of the Business Desired to be Brought Before the Meeting

Stockholders of the Corporation are being asked to adopt a resolution that would repeal any provision of, or amendment to, the Bylaws that the Board adopted or adopts after May 24, 2016 and up to and including the date of the 2017 Annual Meeting. Pursuant to Section 8.3 of Article 8 of the Bylaws, the Board, by vote of a majority of the Whole Board (as defined in the Bylaws), is authorized to alter, amend, repeal or rescind the Bylaws without the approval of the stockholders. Pursuant to Section 8.3 of the Bylaws, adoption of the Stockholder Proposal requires the affirmative vote of 66 2/3% of the voting power then outstanding.

Stockholder intends to present the following resolution for a vote of stockholders at the 2017 Annual Meeting:

RESOLVED, that each provision of, or amendment to, the Bylaws adopted by the Board without the approval of the Corporation’s stockholders subsequent to May 24, 2016 (the date of the most recent publicly disclosed Bylaws) and prior to the approval of this resolution be, and they hereby are, repealed, effective as of the time this resolution is approved by the Corporation’s stockholders.

Stockholder intends to propose the Stockholder Proposal at the commencement of the 2017 Annual Meeting before any other matter is addressed or voted upon by the stockholders of the Corporation at the 2017 Annual Meeting, including the election of directors.

B. The Reasons for Conducting the Stockholder Proposal at the Meeting

The Marcato Parties (as defined below) believe that in order to ensure that the will of the Corporation’s stockholders with respect to this proxy solicitation is upheld, no effect should be given to any provision of, or amendment to, the Bylaws unilaterally adopted by the

2

Board after the date of the most recent publicly disclosed Bylaws, which is May 24, 2016. Stockholders are therefore being asked to adopt a resolution that would repeal any provision of the Bylaws or amendment to the Bylaws that the Board adopted or adopts without the approval of the stockholders of the Corporation after May 24, 2016 and up to and including the date of the 2017 Annual Meeting, including, without limitation, any amendments the Board has adopted without public disclosure or might adopt in an effort to impede the effectiveness of Stockholder’s nomination of its Nominees, negatively impact the Marcato Parties’ ability to solicit and/or obtain proxies from stockholders, contravene the will of the stockholders expressed in those proxies or modify the Corporation’s corporate governance regime. The Marcato Parties are not currently aware of any specific Bylaw provisions that would be repealed by the adoption of the Stockholder Proposal.

ii. Information Pursuant to Section 2.8(A)(ii) of Article 2 of the Bylaws

The name and address of Stockholder is set forth below:

Marcato International Master Fund, Ltd.

c/o Marcato Capital Management LP

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

The name and address of the Stockholder Affiliates (as defined in the Bylaws) are set forth below:

Marcato Capital Management LP (“Investment Manager”)

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

MCM Encore IM LLC (“Marcato Encore LLC”)

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

Marcato Encore Master Fund, Ltd. (“Marcato Encore Fund”)

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

Richard T. McGuire III (Mr. McGuire, together with Stockholder, the Investment Manager, Marcato Encore LLC and

Marcato Encore Fund, the “Marcato Parties”)

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

3

MCM General Partner LLC

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

Marcato Holdings LLC

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

MCM Principals LLC

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

McGuire Family LP

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

Richard T. McGuire III Revocable Trust

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

Marcato Special Opportunities LP

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

Marcato Special Opportunities Master Fund LP

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

Marcato Special Opportunities Ltd.

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

Marcato LP

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

Marcato International Ltd.

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

4

Marcato Encore International Ltd.

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

Marcato Encore International Master Fund Ltd.

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

MCM Encore General Partner LLC

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

MCM I General Partner LLC

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

iii. Information Pursuant to Section 2.8(A)(iii) of Article 2 of the Bylaws

A. Information Pursuant to Section 2.8(A)(iii)(A) of Article 2 of the Bylaws

Set forth below are the class and number of shares of the Corporation that are, directly or indirectly, beneficially owned by Stockholder and any Stockholder Affiliate as of the date hereof:

Stockholder:

• holds 1,000 Shares of record; and

• holds 1,805,294 Shares in “street name.”

Marcato Encore Fund:

• holds 0 Shares of record; and

• holds 146,237 Shares in “street name.”

Each of the Investment Manager and Mr. McGuire may be deemed a “beneficial owner” (as such term is used in the Bylaws) of all such Corporation securities listed above, but none of the foregoing is the holder of such securities in “street name” or of record. Marcato Encore LLC, as the investment manager of Marcato Encore Fund may be deemed a “beneficial owner” of the Shares held by Marcato Encore Fund but is not a holder of such securities in “street name” or of record. Other than the Marcato Parties, no Stockholder Affiliate directly or indirectly beneficially owns any Shares.

5

B. Information Pursuant to Section 2.8(A)(iii)(B) of Article 2 of the Bylaws

Marcato Encore Fund has established a short position with respect to 146,237 Shares by borrowing Shares from prime brokers and selling such Shares in open market transactions. Such short sale transactions were effected between June 29, 2017 and July 7, 2017. Marcato Encore Fund will be required to return 146,237 Shares to the lenders of such Shares. The 146,237 Shares that were sold short by Marcato Encore Fund were obtained by Marcato Encore Fund from prime brokers pursuant to customary securities lending agreements. See Exhibit G for additional information with respect to the short sales effected by Marcato Encore Fund. Other than as set forth in this Notice, there are no derivative positions held or beneficially held by Stockholder or any Stockholder Affiliate. Other than as set forth in this Notice, no hedging or other transaction or series of transactions has been entered into by or on behalf of, or has any other agreement, arrangement or understanding (including, but not limited to, any derivative position, short position, or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, Stockholder or any Stockholder Affiliate with respect to the Corporation’s securities.

iv. Information Pursuant to Section 2.8(A)(iv) of Article 2 of the Bylaws

Other than as set forth in this Notice, there are no agreements, arrangements or understandings between Stockholder or any Stockholder Affiliate and any other person or persons in connection with the Stockholder Proposal.

v. Information Pursuant to Section 2.8(A)(v) of Article 2 of the Bylaws

To the extent that the adoption of the Stockholder Proposal could have the effect of counteracting any unilateral adoption, amendment or repeal of the Bylaws by the Board that purports to impede the effectiveness of the Nomination Proposal, negatively impact the Marcato Parties’ ability to solicit and/or obtain proxies from stockholders of the Corporation, contravene the will of the stockholders of the Corporation expressed in those proxies or modify the Corporation’s corporate governance regime, Stockholder and any Stockholder Affiliate could be considered to have an interest in the Stockholder Proposal. The Marcato Parties intend to vote the Shares owned by it in favor of the Stockholder Proposal. Other than as set forth in this Notice, neither Stockholder nor any Stockholder Affiliate have any material interest in the Stockholder Proposal.

vi. Information Pursuant to Section 2.8(A)(vi) of Article 2 of the Bylaws

Stockholder and the other Marcato Parties intend to conduct a proxy solicitation with respect to the Stockholder Proposal.

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II. Notice of Nomination of Candidates for Election to the Board

As a record holder of Shares of the Corporation, Stockholder hereby notifies the Corporation of its decision to propose the nomination of and nominate the following individuals (the “Nominees”) for election to the Board at the 2017 Annual Meeting:

• Deborah M. Derby;

• Kirsten J. Feldman;

• Steve Fuller;

• Matthew P. Hepler;

• Robert D. Huth;

• Jan Rogers Kniffen;

• Mitchell A. Kosh;

• Nathaniel J. Lipman;

• Michael W. Rayden; and

• Anne Waterman.

a. Information with Respect to the Nomination Proposal Pursuant to Section 2.8(B) of Article 2 of the Bylaws

The following information constitutes all of the information required to be provided by Stockholder pursuant to the Stockholder Notice Requirements.

i. Information Pursuant to Section 2.8(B)(i) of Article 2 of the Bylaws

The name and address of Stockholder is set forth below:

Marcato International Master Fund, Ltd.

c/o Marcato Capital Management LP

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

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The name and address of the Stockholder Affiliates are set forth below:

Marcato Capital Management LP

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

MCM Encore IM LLC

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

Marcato Encore Master Fund, Ltd.

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

Richard T. McGuire III

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

MCM General Partner LLC

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

Marcato Holdings LLC

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

MCM Principals LLC

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

McGuire Family LP

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

Richard T. McGuire III Revocable Trust

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

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Marcato Special Opportunities LP

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

Marcato Special Opportunities Master Fund LP

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

Marcato Special Opportunities Ltd.

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

Marcato LP

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

Marcato International Ltd.

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

Marcato Encore International Ltd.

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

Marcato Encore International Master Fund Ltd.

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

MCM Encore General Partner LLC

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

MCM I General Partner LLC

Four Embarcadero Center

Suite 2100

San Francisco, CA 94111

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ii. Information Pursuant to Section 2.8(B)(ii) of Article 2 of the Bylaws

A. Information Pursuant to Section 2.8(B)(ii)(A) of Article 2 of the Bylaws

Set forth below are the class and number of shares of the Corporation that are, directly or indirectly, beneficially owned by Stockholder and any Stockholder Affiliate as of the date hereof:

Stockholder:

• holds 1,000 Shares of record; and

• holds 1,805,294 Shares in “street name.”

Marcato Encore Fund:

• holds 0 Shares of record; and

• holds 146,237 Shares in “street name.”

Each of the Investment Manager and Mr. McGuire may be deemed a “beneficial owner” (as such term is used in the Bylaws) of all such Corporation securities listed above, but none of the foregoing is the holder of such securities in “street name” or of record. Marcato Encore LLC, as the investment manager of Marcato Encore Fund may be deemed a “beneficial owner” of the Shares held by Marcato Encore Fund but is not a holder of such securities in “street name” or of record. Other than the Marcato Parties, no Stockholder Affiliate directly or indirectly beneficially owns any Shares.

B. Information Pursuant to Section 2.8(B)(ii)(B) of Article 2 of the Bylaws

Marcato Encore Fund has established a short position with respect to 146,237 Shares by borrowing Shares from prime brokers, and selling such Shares in open market transactions. Such short sale transactions were effected between June 29, 2017 and July 7, 2017. Marcato Encore Fund will be required to return 146,237 Shares to the lenders of such Shares. The 146,237 Shares that were sold short by Marcato Encore Fund were obtained by Marcato Encore Fund from prime brokers pursuant to customary securities lending agreements. See Exhibit G for additional information with respect to the short sales effected by Marcato Encore Fund. Other than as set forth in this Notice, there are no derivative positions held or beneficially held by Stockholder or any Stockholder Affiliate. Other than as set forth in this Notice, no hedging or other transaction or series of transactions has been entered into by or on behalf of, or has any other agreement, arrangement or understanding (including, but not limited to, any derivative position, short position, or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, Stockholder or any Stockholder Affiliate with respect to the Corporation’s securities.

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iii. Information Pursuant to Section 2.8(B)(iii) of Article 2 of the Bylaws

The names and addresses of each of the Nominees are set forth in Exhibit F.

iv. Information Pursuant to Section 2.8(B)(iv) of Article 2 of the Bylaws

Stockholder is a holder of record of stock of the Corporation entitled to vote at the 2017 Annual Meeting and intends to appear in person or by proxy at the meeting and nominate the Nominees specified in this Notice.

v. Information Pursuant to Section 2.8(B)(v) of Article 2 of the Bylaws

Other than as set forth in this Notice, there are no arrangements or understandings between Stockholder or any Stockholder Affiliate on the one hand, and any nominee for election as a director on the other hand, pursuant to which the nominations are to be made by Stockholder.

vi. Information Pursuant to Section 2.8(B)(vi) of Article 2 of the Bylaws

As required by the Stockholder Notice Requirements, the following information, together with the information set forth elsewhere in this Notice, constitutes any other information regarding each Nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the United States Securities and Exchange Commission had the Nominee been nominated, or intended to be nominated, by the Board.

Item 4 of Schedule 14A. Persons Making the Solicitation.

Item 4(b)(1) of Schedule 14A. The solicitation for election of the Nominees will be made by the Marcato Parties. Proxies may be solicited by mail, facsimile, telephone, telegraph, electronic mail, internet, in person or by advertisements. By virtue of Instruction 3 of Item 4 of Schedule 14A, the Marcato Parties and the Nominees (collectively, the “Nomination Participants”) may be considered “participants in a solicitation.”

Item 4(b)(2) of Schedule 14A. Solicitations may also be made by certain of the respective partners, directors, officers, members and employees of the Marcato Parties, none of whom will, except as described elsewhere in this Notice, receive additional compensation for such solicitation. The Nominees may make solicitations of proxies but, except as described herein, will not receive compensation for such solicitation or for acting as nominees.

Item 4(b)(3) of Schedule 14A. D.F. King & Co., Inc. (“D.F. King”) has been retained to provide solicitation and advisory services in connection with the 2017 Annual Meeting. D.F. King will receive a fee in an amount up to $200,000 and reimbursement of reasonable out-of-pocket expenses for its services to the Investment Manager in connection with the solicitation. Further the Investment Manager has agreed to pay an additional success fee in a range of $50,000 to $175,000, such final amount within the range to be determined by the Investment Manager in its sole discretion, upon the election of any of the Nominees to the Board or the execution of a settlement agreement pursuant to which any Nominee is elected or appointed to the Board. Approximately 50 people may be employed by D.F. King to solicit

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proxies from the Corporation’s stockholders for the 2017 Annual Meeting. The Investment Manager has agreed to indemnify D.F. King in its capacity as solicitation agent against certain liabilities and expenses in connection with the solicitation. Arrangements will also be made with custodians, nominees and fiduciaries for forwarding proxy solicitation materials to beneficial owners of Shares held as of the record date. The Investment Manager will reimburse such custodians, nominees and fiduciaries for reasonable expenses incurred in connection therewith.

Item 4(b)(4) of Schedule 14A. The total amount to be spent in furtherance of, or in connection with, the solicitation of proxies for the 2017 Annual Meeting is not yet determinable, and approximately $50,000 has been spent to date.

Item 4(b)(5) of Schedule 14A. The entire expense of soliciting proxies for the 2017 Annual Meeting by the Marcato Parties or on the Marcato Parties’ behalf is being borne by the Marcato Parties. The Marcato Parties have not yet determined whether they intend to seek reimbursement of such solicitation expenses.

Item 4(b)(6) of Schedule 14A. Item 4(b)(6) of Schedule 14A is not applicable at the time of this Notice.

Item 5 of Schedule 14A. Interest of Certain Persons in Matters to be Acted Upon.

Item 5(b)(1) of Schedule 14A. Information as to any substantial interest, direct or indirect, by virtue of security holdings or otherwise, in the Nomination Proposal, as specified in this Notice, with respect to the Nomination Participants, is set forth herein.

Other than as set forth in this Notice, none of the Nomination Participants beneficially owns any securities of the Corporation or has any personal ownership interest, direct or indirect, in any securities of the Corporation.

As of the date hereof, Stockholder is the direct record owner of 1,000 Shares and the beneficial owner of 1,805,294 Shares and Marcato Encore Fund is the direct record owner of 0 Shares and the beneficial owner of 146,237 Shares (collectively, the “Marcato Shares”).

In addition, as of the date hereof, the Investment Manager, Mr. McGuire and Stockholder may each be deemed to be the beneficial owners of the Marcato Shares which constitute approximately 6.1% of the Shares, based upon 31,998,620 Shares outstanding as of August 4, 2017, as reported in the Corporation’s Quarterly Report on Form 10-Q filed on August 9, 2017 for the quarterly period ended June 30, 2017. Stockholder may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Marcato Shares. The Investment Manager, as the investment manager of Stockholder, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Marcato Shares and, therefore, may be deemed to be the beneficial owner of such Shares. Marcato Encore LLC, as the investment manager of Marcato Encore Fund may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Shares held by Marcato Encore Fund and, therefore, may be deemed to be the beneficial owner of such Shares. By virtue of Mr. McGuire’s position as managing partner of the Investment Manager, Mr. McGuire may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Marcato Shares and, therefore, may be deemed to be the beneficial owner of the Marcato Shares.

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Mr. McGuire could be considered to have an indirect interest in the Nomination Proposal as described below. Mr. McGuire is the managing partner of the Investment Manager, which is the investment manager of Stockholder. Through this role, Mr. McGuire controls the investment and voting decisions of Stockholder with respect to any securities held by Stockholder, including any shares of Common Stock of the Corporation held by Stockholder. The Investment Manager is, pursuant to an investment management agreement with Stockholder, entitled to management fees that are customary in the investment management industry from Stockholder, which fees are based in part on the value of Stockholder’s investment portfolio, of which shares of Common Stock of the Corporation form a part as of the date of this Notice. An entity controlled by Mr. McGuire is also entitled to performance-based fees that are customary in the investment management industry from Stockholder, which are based on the increase in value of Stockholder’s investment portfolio, of which shares of the Corporation form a part as of the date of this Notice. Mr. McGuire is entitled to portions of such fees through his direct or indirect equity interests in such fee recipients and, as such, could be considered to have an interest in the Nomination Proposal. As a partner at the Investment Manager, Mr. Hepler could be considered to have an indirect interest in the Nomination Proposal.

The Nominees may be deemed to have an interest in their nominations for election to the Board by virtue of compensation the Nominees will receive (a) from the Investment Manager for Nominee’s election to the Board by the Corporation’s stockholders (see the below description of the Engagement and Indemnification Agreements entered into between the Investment Manager and each Nominee) and (b) from the Corporation as a director, if elected to the Board as described elsewhere in this Notice.

Item 5(b)(1)(i) of Schedule 14A. Set forth in Exhibit E and Exhibit F of this Notice are the names and business addresses of each of the Nomination Participants.

Item 5(b)(1)(ii) of Schedule 14A. Set forth in Exhibit E and Exhibit F of this Notice are (a) the present principal occupation or employment of each of the Nomination Participants and (b) the name, principal business and address of any corporation or other organization in which such employment is carried on, in each case, with respect to each of the Nominees, which information is incorporated herein by reference.

Item 5(b)(1)(iii) of Schedule 14A. During the past ten years, no Nomination Participant has been convicted in a criminal proceeding or is subject to a criminal proceeding that is pending as of this Notice (excluding traffic violations or similar misdemeanors).

Item 5(b)(1)(iv) of Schedule 14A. Additional information relating to the beneficial ownership of Shares by the Nominees is set forth on Exhibit G and is incorporated herein by reference. Other than as set forth in the response to Section II(a)(vi) of this Notice with respect to the Nomination Participants, none of the Nomination Participants own Shares beneficially, directly or indirectly, or of record.

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Item 5(b)(1)(v) of Schedule 14A. Other than as set forth in Section II(a)(vi) of this Notice, none of the Nomination Participants owns any securities of the Corporation of record but not beneficially.

Item 5(b)(1)(vi) of Schedule 14A. A list of all securities of the Corporation purchased or sold by the Nomination Participants within the past two years as well as the dates on which they were purchased or sold and the amount purchased or sold on each such date is set forth in Exhibit G and is incorporated herein by reference.

Item 5(b)(1)(vii) of Schedule 14A. Other than as set forth in this Notice, no part of the purchase price or market value of any securities of the Corporation described in Exhibit G are represented by funds that were borrowed or otherwise obtained for the purpose of acquiring or holding such securities by any Nomination Participant.

Item 5(b)(1)(viii) of Schedule 14A. Other than as set forth in this Notice, no Nomination Participant is, or has been within the past year, a party to any contract, arrangements or understandings with any person with respect to any securities of the Corporation, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profit, or the giving or withholding of proxies. The Shares which Stockholder holds in “street name” may be held in brokerage custodian accounts which, from time to time in the ordinary course, may utilize margin borrowing in connection with purchasing, borrowing or holding of securities, and such Shares may thereby have been, or in the future may become, subject to the terms and conditions of such margin debt and terms, together with all other securities held therein.

Item 5(b)(1)(ix) of Schedule 14A. Other than as set forth in this Notice, no associate of any Nomination Participant owns any securities of the Corporation beneficially, directly or indirectly.

Item 5(b)(1)(x) of Schedule 14A. Other than as set forth in this Notice, no Nomination Participant owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Corporation.

Item 5(b)(1)(xi) of Schedule 14A. Item 5(b)(1)(xi) of Schedule 14A cross-references the information required by Item 404(a) of Regulation S-K of the Exchange Act (“Regulation S-K”) with respect to each Nomination Participant in the solicitation or any associates of such Nominee. Such information is set forth below:

Item 404(a) of Regulation S-K. Other than as set forth in this Notice, no Nomination Participant and no associate of any Nomination Participant has had or will have a direct or indirect material interest in any transaction since the beginning of the Corporation’s last fiscal year or any currently proposed transactions in which the Corporation was or is to be a participant and the amount involved exceeds $120,000.

Items 5(b)(1)(xii)(A) and (B) of Schedule 14A. The information set forth in the Marcato Parties’ previously filed Schedule 13D (and the amendments thereto) with respect to the Corporation is set forth in Exhibit H attached hereto and is incorporated herein by reference.

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According to the Corporation’s public filings, each non-employee director receives an annual cash retainer of $65,000. The additional cash retainer for the lead independent director is $100,000. The additional cash retainer for each Board committee assignment is $15,000. The additional cash retainer for chair of the Audit Committee is $40,000, the additional cash retainer for chair of the Compensation Committee is $35,000 and the additional cash retainer for the chair of the Corporate Governance Committee is $20,000. Each non-employee director receives annual grants of Common Stock with a total value of approximately $125,000, which are issued in equal quarterly installments with the number of shares to be determined using a rolling average of the closing price of the Common Stock during the last 10 trading days leading up to and including the 15^th day of the last month of each quarter. These grants are immediately vested on the date of grant.

The Nomination Participants believe that the Corporation maintains, at its expense, a policy of insurance which insures its directors and officers. The Bylaws also contain a provision that provides for indemnification of officers and directors to the fullest extent permitted under the DGCL. The Restated Articles of Incorporation of the Corporation (the “Charter”) also contains a provision eliminating the personal liability of a director to the fullest extent permitted under the DGCL, as the same exists or may hereafter be amended, to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The Marcato Parties expect that the Nominees, if elected, will be indemnified for service as directors of the Corporation to the same extent indemnification is provided to the current directors of the Corporation under the Bylaws and the Charter and be covered by the policy of insurance which insures the Corporation’s directors and officers.

The Nomination Participants disclaim any responsibility for the accuracy of the foregoing information extracted from the Corporation’s public filings.

Other than as set forth in this Notice, the Nominees will not receive any compensation from the Marcato Parties to serve as nominees or as directors, if elected, of the Corporation.

Each Nominee has executed a written consent and commitment to serve as a director of the Corporation, if so elected, which consents are attached hereto as Exhibit B.

Other than as set forth in this Notice, no Nomination Participant and no associate of any Nomination Participant has any arrangement or understanding with any person or persons with respect to any future employment by the Corporation or its affiliates or with respect to any future transactions to which the Corporation or any of its affiliates will or may be a party.

Item 5(b)(2) of Schedule 14A. In consideration of the Nominees’ agreement to be a member of the slate of nominees of Stockholder for election to the Board (the “Slate”), the Investment Manager, on behalf of the funds it advises, and each Nominee have entered into an engagement and indemnification agreement (the “Engagement and Indemnification Agreement”), pursuant to which each Nominee received a $50,000 payment upon execution of the Engagement and Indemnification Agreement and, if each Nominee serves on the Slate and does not withdraw, will be entitled to an additional $50,000 upon the earlier to occur of (a) Nominee’s election to the Board by the Corporation’s stockholders, (b) Nominee’s appointment to the Board pursuant to an agreement between the Corporation and the Investment Manager or

15

(c) Nominee’s not being elected as a director of the Corporation following a proxy solicitation in which Stockholder nominated Nominee for election to the Board. Each Nominee has also agreed to be named as a nominee in the proxy soliciting materials related to the 2017 Annual Meeting. Pursuant to the Engagement and Indemnification Agreement, the Investment Manager has agreed to indemnify each Nominee against any losses suffered, incurred or sustained by such Nominee in connection with such Nominee’s being a member of the Slate or the solicitation of proxies in connection therewith. The Investment Manager has further agreed to reimburse each Nominee for reasonable, documented, out-of-pocket expenses incurred as a result of such Nominee’s being a member of the Slate, including, without limitation, travel expenses and expenses in connection with legal counsel retained to represent such Nominee in connection with being a member of the Slate. The foregoing is qualified in its entirety by reference to each of the Engagement and Indemnification Agreements, executed copies of which are attached hereto as Exhibit I.

Other than as disclosed in this Notice, there are no arrangements or understandings between or among the Marcato Parties and any other person pursuant to which any of the Nominees are proposed to be elected.

Item 5(b)(3) of Schedule 14A. This provision of Item 5 of Schedule 14A is not applicable to the Nominees.

Item 7 of Schedule 14A. Directors and Executive Officers.

Item 7(a) of Schedule 14A. Item 7(a) of Schedule 14A cross-references the information required by Instruction 4 to Item 103 of Regulation S-K with respect to nominees of the persons making the solicitation. Such information is set forth below:

Instruction 4 of Item 103 to Regulation S-K. There are no material pending legal proceedings in which any of the Nominees or any of their respective associates is a party adverse to the Corporation or any of its subsidiaries, or material pending legal proceedings in which such Nominee or any such associate has a material interest adverse to the Corporation or any of its subsidiaries.

Item 7(b) of Schedule 14A. Item 7(b) of Schedule 14A cross-references the information required by Item 401, Items 404(a) and (b), Item 405, and Items 407(d)(4), (d)(5) and (h) of Regulation S-K with respect to the nominees of the person making the solicitation. Such information is set forth below:

Item 401(a) of Regulation S-K. The following information is set forth in Exhibit F of this Notice: name, age, any position and office with the Corporation held by each such Nominee, and the term thereof. Each Nominee has executed a written consent and commitment to serve as a director of the Corporation, if so elected. Copies of such consents are attached hereto as Exhibit B. The Investment Manager has entered into the Engagement and Indemnification Agreements with each of the Nominees as described in the response to Item 5(b)(2) of Schedule 14A as set forth in Section II(a)(vi) of this Notice. A copy of such Engagement and Indemnification Agreements are attached hereto as Exhibit I. The initial term of each Nominee, if elected, would be until the 2018 annual meeting of the stockholders of the Corporation, and until their successors are elected and qualified or until their earlier death, resignation, disqualification or removal as provided by statute, in accordance with the Bylaws.

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Items 401(b) and (c) of Regulation S-K. These provisions of Item 401 of Regulation S-K are not applicable to the Nominees.

Item 401(d) of Regulation S-K. There exist no family relationships between any Nominee and any director or executive officer of the Corporation.

Items 401(e)(1) and (2) of Regulation S-K. The following information is set forth on Exhibit F of this Notice: (a) name, age, any position and office with the Corporation held by each such Nominee, and the term thereof, business experience during the past five years (including principal occupation and employment during the past five years, the name and principal business of any corporation or other organization in which such occupation or employment was carried on and whether such corporation or organization is a parent, subsidiary or other affiliate of the Corporation), a brief discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that the Nominee should serve as a director for the Corporation as of the date hereof, in light of the Corporation’s business and structure (including such material information beyond the past five years and information on the Nominee’s particular area of expertise or other relevant qualifications) and (b) any directorships held by such person, including any directorships held by such person during the past five years, in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940, as amended. Other than as set forth in this Notice, no occupation or employment is or was, during such period, carried on by any Nominee with the Corporation or any corporation or organization which is or was a parent, subsidiary or other affiliate of the Corporation, and none of the Nominees has ever served on the Board.

Item 401(f) of Regulation S-K. During the last ten years, the Nominees have not been involved in any of the events described in Item 401(f) of Regulation S-K and that are material to an evaluation of the ability or integrity of any such nominee to become a director of the Corporation.

Items 401(g) of Regulation S-K. This provision of Item 401 of Regulation S-K is not applicable to the Nominees.

Item 404(a) of Regulation S-K. Other than as set forth in this Notice, no Nomination Participant and no associate of any Nomination Participant has had or will have a direct or indirect material interest in any transaction since the beginning of the Corporation’s last fiscal year or any currently proposed transaction in which the Corporation was or is to be a participant and the amount involved exceeds $120,000.

Item 404(b) of Regulation S-K. This provision of Item 404(b) of Regulation S-K is not applicable to the Nominees.

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Item 405 of Regulation S-K. This provision of Item 405 of Regulation S-K is not applicable to the Nominees because the Nominees are not directors, officers or ten percent holders of the Corporation.

Items 407(d)(4), (d)(5) and (h) of Regulation S-K. These provisions of Item 407 of Regulation S-K are not applicable to the Nominees.

Item 7(c) of Schedule 14A. Item 7(c) of Schedule 14A cross-references the information required by Item 407(a) of Regulation S-K.

Item 407(a) of Regulation S-K. The Corporate Governance Guidelines of the Corporation, which are available on the Corporation’s website at http://ir.deckers.com/Cache/1001220812.PDF?O=PDF&T=&Y=&D=&FID=1001220812&iid=4391531, set forth criteria to assist the Board in making a determination whether a director is independent from the Corporation. No Marcato Party has any knowledge of any facts that would prevent the determination that each of the Nominees is independent under the applicable standards.

Item 7(d) of Schedule 14A. Item 7(d) of Schedule 14A cross-references the information required by Items 407(b), (c)(1), (c)(2), (d)(1), (d)(2), (d)(3), (e)(1), (e)(2), (e)(3) and (f) of Regulation S-K of the Exchange Act. These provisions of Item 407 of Regulation S-K are not applicable to the Nominees.

Item 7(e) of Schedule 14A. Item 7(e) of Schedule 14A is not applicable to the Nominees.

Item 7(f) of Schedule 14A. Item 7(f) of Schedule 14A is not applicable to the Nominees.

Item 7(g) of Schedule 14A. Item 7(g) of Schedule 14A is not applicable to the Nominees.

Item 8 of Schedule 14A. Compensation of Directors and Executive Officers.

Item 8 of Schedule 14A cross-references the information required by Item 402 of Regulation S-K and paragraphs (e)(4) and (e)(5) of Item 407 of Regulation S-K with respect to each nominee of the person making the solicitation and associates of such nominee. Such information is set forth below:

Items 402(a)-(j) of Regulation S-K. None of the Nominees or any of their respective associates has received any cash compensation, cash bonuses, deferred compensation, compensation pursuant to plans, or other compensation, from, or in respect of, services rendered on behalf of the Corporation that is required to be disclosed under, or is subject to any arrangement described in, these paragraphs of Item 402 of Regulation S-K.

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Item 402(k) of Regulation S-K. Other than as set forth in this Notice, no Nominee is aware of any other arrangements pursuant to which any director of the Corporation was to be compensated for services during the Corporation’s last fiscal year.

Items 402(l)-(s) of Regulation S-K. These provisions of Item 402 of Regulation S-K are not applicable to the Nominees.

Item 407(e)(4) of Regulation S-K. Other than as set forth in this Notice, there are no interlocking relationships that would have required disclosure under these paragraphs of Item 407 of Regulation S-K had the Nominees been directors of the Corporation.

Item 407(e)(5) of Regulation S-K. This provision of Item 407 of Regulation S-K is not applicable to the Nominees.

vii. Information Pursuant to Section 2.8(B)(vii) of Article 2 of the Bylaws

Each Nominee has consented and committed to serve as a director of the Corporation. Copies of such consents are attached hereto as Exhibit B.

viii. Information Pursuant to Section 2.8(B)(viii) of Article 2 of the Bylaws

This Notice attaches as Exhibit C hereto each Nominee’s completed and signed questionnaire and as Exhibit D hereto a written representation and agreement (in the form provided by the Corporation) executed by each of the Nominees, as required by Section 2.8(D) of Article 2 of the Bylaws.

ix. Information Pursuant to Section 2.8(B)(ix) of Article 2 of the Bylaws

Other than as set forth in this Notice, there are no agreements, arrangements or understandings between any Marcato Party or any Stockholder Affiliate and any other person or persons in connection with the Nominees.

x. Information Pursuant to Section 2.8(B)(x) of Article 2 of the Bylaws

The Marcato Parties intend to conduct a proxy solicitation with respect to the nomination and election of the Nominees to the Board.

* * *

Disclosure in any section of this Notice (including all exhibits attached hereto) shall be deemed to apply to all other sections of this Notice. Stockholder believes that this Notice satisfies the requirements set forth in the Bylaws. Certain information set forth in this Notice is additional information which may not be required by the Bylaws but which is included for completeness. The fact that any item of information not expressly required by the Bylaws is disclosed in this Notice shall not be construed to mean that such information is required to be disclosed herein.

19

The information included herein represents the best knowledge of Stockholder and the other Marcato Parties as of the date hereof. Stockholder reserves the right, in the event such information shall be or become inaccurate, to provide corrective information to the Corporation as soon as reasonably practicable, although except as otherwise stated herein, Stockholder does not commit to update any information which may change from and after the date hereof.

The Nominees have been as responsive as possible in fully and accurately completing the questionnaire and the answers provided by the Nominees represent their best efforts to provide the information requested by the Corporation. All information set forth herein relating to the Nominees has been furnished to Stockholder by the Nominees.

If this Notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to the nomination of any of the Nominees at the 2017 Annual Meeting, or if any individual Nominee shall be unable to serve for any reason, then this Notice shall continue to be effective with respect to any and all other Nominees, including any replacement nominees, nominated by Stockholder on behalf of the Marcato Parties.

Stockholder reserves the right to give further notice of additional nominations or any business to be made or conducted at the 2017 Annual Meeting or any other meeting of the Corporation’s stockholders. In addition to the foregoing, Stockholder reserves the right to further nominate, substitute or add additional persons in the event (a) the Corporation purports to increase the number of directorships, (b) the Corporation makes or announces any changes to the Bylaws or takes or announces any other action that purports to have, or if consummated would purport to have, the effect of disqualifying any of the Nominees or any additional nominee nominated pursuant to the foregoing and/or (c) any Nominee is unable or hereafter becomes unwilling for any reason to serve as a director. Additional nominations made pursuant to the preceding clauses (a) and/or (b) are without prejudice to the position of Stockholder that any attempt to change the size of the Board or disqualify any of the Nominees through Bylaw amendments or otherwise would constitute unlawful manipulation of the Corporation’s corporate machinery. Stockholder further reserves the right to (a) withdraw any or all of the Nominees and/or (b) nominate fewer than all of the Nominees listed herein and/or to re-designate one or more of such individuals as alternate nominees.

In the event that Stockholder reduces the number of Nominees they are nominating for election to the Board such that, if elected, the Nominees would constitute a minority of the Board, the Marcato Parties may elect in their proxy statement to seek authority in accordance with Rule 14a-4(d) of the Exchange Act to vote for nominees named in the Corporation’s proxy statement; provided, that any such election by the Marcato Parties shall, pursuant to Rule 14a-4(d) of the Exchange Act, include the following: (a) the Marcato Parties shall seek authority to vote in the aggregate for the number of director positions then subject to election; (b) the Marcato Parties shall represent that they will vote for all the Corporation’s nominees, other than those Corporation nominees specified in the Marcato Parties’ proxy statement; (c) the Marcato Parties shall provide each Corporation security holder an opportunity to withhold authority with respect to any other Corporation nominee by writing the name of that nominee on the form of proxy and (d) the Marcato Parties shall state on the form of proxy and in the proxy statement that there is no assurance that the Corporation’s nominees will serve if elected with any of the Nominees.

20

Stockholder reserves the right to give further notice of additional nominations or any business to be made or conducted at the 2017 Annual Meeting or any other meeting of the Corporation’s stockholders.

Please be advised that the delivery of this Notice and the Marcato Parties’ compliance with the Bylaws and with applicable law in respect thereof do not constitute an admission by the Marcato Parties as to the legality, validity or enforceability of any particular requirement or provision of the Bylaws, and the Marcato Parties reserve the right to contest or challenge the legality, validity or enforceability thereof in any and all respects. The delivery of any additional information provided by or on behalf of the Marcato Parties to the Corporation from and after the date hereof, whether at the request of the Corporation or otherwise, shall not be deemed to constitute an admission by the Marcato Parties that this Notice is in any way defective or that any such information was required to be delivered to the Corporation pursuant to the Bylaws or applicable law.

The Marcato Parties understand that certain information regarding the 2017 Annual Meeting (including, but not limited to, the record date, voting shares outstanding and date, time and place of the 2017 Annual Meeting), the Corporation (including, but not limited to, its various committees and proposal deadlines) and the beneficial ownership of the Corporation’s securities will be set forth in the Corporation’s proxy statement on Schedule 14A, to be filed with the SEC by the Corporation with respect to the 2017 Annual Meeting, and in certain other SEC filings made or to be made by the Corporation, and potentially third parties, under the Exchange Act. To the extent the Corporation believes any such information is required to be set forth herein, the Marcato Parties hereby refer the Corporation to such filings and incorporates them herein by reference. The Marcato Parties accept no responsibility for any information set forth in any such filings not made by Stockholder.

This Notice has been prepared and delivered in accordance with the requirements of the Bylaws. If, for any reason, the Corporation, its executive officers, its Secretary, or any officer designated as the chairperson of the 2017 Annual Meeting or the Board believes otherwise, Stockholder requests that it be notified of such belief immediately so that Stockholder may consider such matters and supplement and/or amend this Notice as may be appropriate or take any other action available to them under applicable law. In such an event please immediately call Richard M. Brand at (212) 504-5757 or Jason M. Halper at (212) 504-6300.

Please direct any questions regarding the information contained in this Notice to Richard M. Brand, Esq., Cadwalader, Wickersham & Taft LLP, 200 Liberty Street, New York, New York 10281, (212) 504-5757 (Phone), (212) 504-6666 (Facsimile) or Jason M. Halper, Esq., Cadwalader, Wickersham & Taft LLP, 200 Liberty Street, New York, New York 10281, (212) 504-6300 (Phone), (212) 504-6666 (Facsimile).

[Remainder of Page Intentionally Left Blank]

21

IN WITNESS WHEREOF, the undersigned has caused this Notice to be duly executed on the date first above written.

Marcato International Master Fund, Ltd.
By:	/s/ Richard T. McGuire III
	Richard T. McGuire III, Director

[Signature Page to Deckers Corporation Notice of Nomination]

EXHIBIT A

Proof of Stockholder Record Ownership

[Submitted separately to the Corporation]

Exhibit A - 1

EXHIBIT B

Form of Consent

Consent to Serve as a Director of Deckers Outdoor Corporation

To: Secretary of Deckers Outdoor Corporation

The undersigned hereby consents and commits to serve as a director of Deckers Outdoor Corporation if so elected.

Dated: September         , 2017

Name:

Exhibit B - 1

EXHIBIT C

Questionnaires Nominee

[Submitted separately to the Corporation]

Exhibit C - 1

EXHIBIT D

Form of Written Representation and Agreement

                , 2017

Deckers Outdoor Corporation

250 Coromar Drive

Goleta, CA 93117

Attn: Secretary of the Corporation

Dear Sir or Madam:

In accordance with Article II, Section 2.8(D) of the Amended and Restated Bylaws of Deckers Outdoor Corporation (the “Corporation”), I represent as follows:

1. I am not and will not become a party to (a) any agreement, arrangement or understanding with, and have not given any commitment or assurance to, any person or entity as to how I, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation; or (b) any Voting Commitment that could limit or interfere with my ability to comply, if elected as a director of the Corporation, with my fiduciary duties under applicable law.

2. I am not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation.

3. In my individual capacity and on behalf of any person or entity on whose behalf my nomination as a director of the Corporation is being made, I would be in compliance, if elected as a director of the Corporation, and will comply, with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

Very truly yours,
	Name:

Exhibit D - 1

EXHIBIT E

Certain Information Relating to the Marcato Parties

MARCATO CAPITAL MANAGEMENT LP

Marcato Capital Management LP is a Delaware limited partnership whose principal business address is Four Embarcadero Center, Suite 2100, San Francisco, CA 94111. The principal business of Marcato Capital Management LP is to act as investment manager and provide administrative and management services to Marcato International Master Fund, Ltd.

MARCATO INTERNATIONAL MASTER FUND, LTD.

Marcato International Master Fund, Ltd. is a Cayman Islands exempted company whose principal business address is c/o Marcato Capital Management LP, Four Embarcadero Center, Suite 2100, San Francisco, CA 94111. Marcato International Master Fund, Ltd. also has a business office c/o Marcato Capital Management LP, Four Embarcadero Center, Suite 2100, San Francisco, CA 94111. The principal business of Marcato International Master Fund, Ltd. is to purchase, sell, trade and invest in securities.

MCM ENCORE IM LLC

MCM Encore IM LLC is a Delaware limited liability company whose principal business address is c/o Marcato Capital Management LP, Four Embarcadero Center, Suite 2100, San Francisco, CA 94111. MCM Encore IM LLC also has a business office c/o Marcato Capital Management LP, Four Embarcadero Center, Suite 2100, San Francisco, CA 94111. The principal business of MCM Encore IM LLC is to provide administrative and management services to Marcato Encore International Master Fund, Ltd.

MARCATO ENCORE MASTER FUND, LTD.

Marcato Encore Master Fund, Ltd. is a Cayman Islands exempted company whose principal business address is c/o Marcato Capital Management LP, Four Embarcadero Center, Suite 2100, San Francisco, CA 94111. Marcato Encore Master Fund, Ltd. also has a business office c/o Marcato Capital Management LP, Four Embarcadero Center, Suite 2100, San Francisco, CA 94111. The principal business of Marcato Encore Master Fund, Ltd. is to purchase, sell trade and invest in securities.

RICHARD T. MCGUIRE III

Richard T. McGuire III, a United States citizen, is the founder and managing partner of Marcato Capital Management LP, the investment manager of Marcato International Master Fund, Ltd. Mr. McGuire’s principal business address is Four Embarcadero Center, Suite 2100, San Francisco, CA 94111.

[Remainder of page intentionally left blank]

Exhibit E - 1

EXHIBIT F

Certain Information Relating to the Nominees

The following table sets forth (a) the name, age, any position and office with the Corporation held by each such Nominee, and the term thereof, business experience during the past five years (including principal occupation and employment during the past five years, the name and principal business of any corporation or other organization in which such occupation or employment was carried on, and whether such corporation or organization is a parent, subsidiary or other affiliate of the Corporation), a brief discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that the Nominee should serve as a director for the Corporation as of the date hereof, in light of the Corporation’s business and structure (including such material information beyond the past five years and information on the Nominee’s particular area of expertise or other relevant qualifications), and (b) any directorships held by such person during the past five years in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940, as amended.

Exhibit F - 1

Name and Age	Business Address	Principal Occupation or Employment and Public Company Directorships, in each case During the Last Five Years
Deborah M. Derby (53)	[Redacted]	Deborah M. Derby has served as President of the Horizon Group USA since April 2016. Prior to joining Horizon, Ms. Derby held a number of positions of increasing responsibility for 14 years at Toys “R” Us beginning in 2000. Ms. Derby served as Vice Chairman, Executive Vice President of Toys “R” Us from 2013 to 2015. From 2000 to 2012 Ms. Derby held other various positions at Toys “R” Us including Chief Administrative Officer and President of Babies “R” Us. While at Toys “R” Us, Ms. Derby worked in partnership with other members of the Executive Committee to deliver $400m of expense reductions as part of the company’s “Fit for Growth” initiative. Ms. Derby also consulted for Kenneth Cole Productions, Inc. from 2012 to 2013 and has served on the Board of Directors of the Vitamin Shoppe, Inc. since December 2012. The Marcato Parties believe that the attributes, skills and qualifications that Ms. Derby has obtained through her experience in retailing, human resources, legal and financial analysis, as well as her experience as the Vice Chairman of a large global retailer, will provide the Board and the Corporation with valuable insight regarding the retail, legal and financial aspects of the Corporation’s business.
Kirsten J. Feldman (57)	[Redacted]	Kirsten J. Feldman was employed by Morgan Stanley from 1984 through 2008. Ms. Feldman began working in Morgan Stanley’s mergers and acquisitions department. From 1992 to 2001 she served as a Managing Director and head of Morgan Stanley’s Global Retail Group during which time she was responsible for Morgan Stanley’s worldwide investment banking activities in the retail industry. From 2001 to 2008, Ms. Feldman was an Advisory Director in the Investment Banking Division of Morgan Stanley and a member of Morgan Stanley’s Retirement Plan Investment Committee. Ms. Feldman has also served as a member of the Advisory Board of the Ivey School of Business at Western University in Canada since 2000 and currently serves as the Vice Chairman of Asphalt Green in New York City having previously held the position of Treasurer. Ms. Feldman is also actively involved with several environmental organizations. Since 2001, she has served on the Board of Trustees and is Co-Chair of the Corporate Partnerships Committee of the Environmental Defense Fund

Exhibit F - 2

Name and Age	Business Address	Principal Occupation or Employment and Public Company Directorships, in each case During the Last Five Years
		where she previously served as head of the Personnel and Climate Change Committees and on the Nominating and Finance Committees. She is also Chair of the Board of Trustees of Steep Rock Association, a land trust based in Washington CT. The Marcato Parties believe that the attributes, skills and qualifications that Ms. Feldman has obtained through her leadership experience in worldwide investment banking activities in the retail industry will provide the Board and the Corporation with valuable insight regarding the financial and retail aspects of the Corporation’s business.
Steve Fuller (57)	[Redacted]	Steve Fuller served as Senior Vice-President and Chief Marketing Officer for L.L.Bean, Inc. (“LL Bean”) from 2004 until his retirement in 2016. In this role, Mr. Fuller led all marketing functions for LL Bean, including branding, advertising, customer satisfaction, ecommerce, partnerships, database analytics and marketing operations. Mr. Fuller currently serves on the Board of Directors of Quad/Graphics, Inc., Big Sky/Boyne Resorts and KSKI Holdings (Volkl/K2/Marker). The Marcato Parties believe that the attributes, skills and qualifications that Mr. Fuller has obtained through his leadership in marketing experience will provide the Board and the Corporation with valuable insight regarding the retail and marketing aspects of the Corporation’s business.
Matthew P. Hepler (41)	[Redacted]	Matthew P. Hepler is currently a Partner at Marcato Capital Management LP. Prior to joining Marcato, Mr. Hepler was a partner at Red Mountain Capital Partners LLC, an investment firm from March 2015 to December 2015 and was a Managing Director at Relational Investors LLC from 2008 until 2016 where Mr. Hepler led the firm’s research team focusing on the industrials and materials sector. Mr. Hepler has served on the board of directors of Terex Corporation since February 2017. Prior to joining Relational Investors in 2008, Mr. Hepler spent six years as a Vice President in the investment banking division of Credit Suisse. Mr. Hepler began his career as an analyst in the technology group at Robertson Stephens.

Exhibit F - 3

Name and Age	Business Address	Principal Occupation or Employment and Public Company Directorships, in each case During the Last Five Years
		The Marcato Parties believe that the attributes, skills and qualifications that Mr. Hepler has obtained through his experience in analyzing the financial performance of companies and his commitment to serving the best interests of stockholders will provide the Board and the Corporation with valuable insight regarding the financial aspects of the Corporation’s business.
Robert D. Huth (71)	[Redacted]	Robert D. Huth served as President and Chief Executive Officer of David’s Bridal, Inc. from 1999 until March 2013. Mr. Huth was also the President and Chief Operating Officer of David’s Bridal from 1995 to 1999. Prior to joining David’s Bridal, Mr. Huth served as Executive Vice President and Chief Financial and Administrative Officer of Melville Corporation from 1987 to 1995. Mr. Huth has served on the Board of Directors of Promise Financial since 2016 and Bride & Co/Oleg Cassini since 2013. He was also an advisor to the Board of Directors of Shopko from 2016 until July 2017. The Marcato Parties believe that the attributes, skills and qualifications that Mr. Huth has obtained through his leadership roles in the retail industry will provide the Board and the Corporation with valuable insight regarding the retail aspects of the Corporation’s business.
Jan R. Kniffen (68)	[Redacted]	Jan R. Kniffen has served as Chief Executive Officer of J. Rogers Kniffen Worldwide Enterprises LLC (“JRKWWE”) since he founded the company in 2005. JRKWWE provides equity research and financial and management consulting services relating to companies in the retail sector. Prior to founding JRKWWE, Mr. Kniffen spent 20 years as a senior executive at The May Department Stores Company. Prior to that, Mr. Kniffen held various roles at ACF Industries, Inc./Icahn and Co., including Director of Corporate Finance and Assistant Treasurer. The Marcato Parties believe that the attributes, skills and qualifications that Mr. Kniffen has obtained through his 30 years of first-hand Fortune 500 consumer retail experience will provide the Board and the Corporation with the analysis and market context necessary to make strategic decisions.

Exhibit F - 4

Name and Age	Business Address	Principal Occupation or Employment and Public Company Directorships, in each case During the Last Five Years
Mitchell A. Kosh (68)	[Redacted]	Mitchell A. Kosh served as head of Global Human Resources of Ralph Lauren Corporation for 15 years from 2000 to 2015. Mr. Kosh served as Executive Vice President and Chief Administrative Officer of Ralph Lauren Corporation from April 2015 until his retirement in October 2015, with responsibility for IT, Legal, Central Operations and Human Resources. Prior to that, Mr. Kosh served as Executive Vice President of Global Human Resources from 2014 to 2015, Senior Vice President of Global Human Resources from 2009 to 2014, and Senior Vice President of Human Resources and Legal from 2000 to 2009 at Ralph Lauren Corporation. The Marcato Parties believe that the attributes, skills and qualifications that Mr. Kosh has obtained through his experience developing a multi-channeled global organization, will provide the Board and the Corporation with valuable insight regarding the retail and legal aspects of the Corporation’s business.
Nathaniel J. Lipman (53)	[Redacted]	Nathaniel J. Lipman was the President and Chief Executive Officer of Affinion from October 2005 until 2012, following which he was named Executive Chairman of Affinion from September 2012 until his retirement in November 2015. Mr. Lipman served as a director of Affinion from October 2005 until November 2015. Prior to joining Affinion, Mr. Lipman served in various senior roles at Cendant Corporation, Planet Hollywood, House of Blues Entertainment, and The Walt Disney Company. Mr. Lipman is currently a director at Diamond Resorts International, Walker Innovation, Inc. and Exela Technologies, Inc and he served on the Board of directors of EVERTEC, Inc. until its IPO in April 2013.
		The Marcato Parties believe that the attributes, skills and qualifications that Mr. Lipman has obtained through his executive leadership experiences will provide the Board and the Corporation with a crucial perspective on the fruition of future business opportunities.

Exhibit F - 5

Name and Age	Business Address	Principal Occupation or Employment and Public Company Directorships, in each case During the Last Five Years
Michael W. Rayden (68)	[Redacted]	Michael W. Rayden served as President, CEO and Chairman of the Board of Directors of Justice, Tween Brands (currently a subsidiary of Ascena Retail Group) from 1996 until his retirement in January 2015. In 2009 the company was acquired by Dress Barn, now Ascena. Prior to joining Tween, Mr. Rayden served as CEO of Pacific Sunwear and also held chief executive positions at The Stride Rite Corporation and Eddie Bauer. Currently, Mr. Rayden serves as a director of Perry Ellis and previously served as a director at David’s Bridal, Dress Barn, Pacific Sunwear, Strottman International, The Stride Rite Corporation, Ascena and Tween. The Marcato Parties believe that the attributes, skills and qualifications that Mr. Rayden has obtained through his extensive experience with retail and apparel companies and his service on the board of directors of publicly traded apparel and marketing companies will provide the Board and the Corporation with valuable insight regarding the retail and marketing aspects of the Corporation’s business.
Anne Waterman (49)	[Redacted]	Anne Waterman spent 15 years at Michael Kors where she served in various senior positions, including as Senior Vice President, Global Image and Senior Vice President, Fashion Director. Prior to that, she worked in the Public Relations department at Gucci, where she was responsible for various events and public relations projects throughout the United States. Ms. Waterman began her career in the fashion industry in 1993 when she joined the Council of Fashion Designers of America as a key member of the team that created 7th on Sixth. Ms. Waterman is currently an independent consultant working with various brands on creative and product development and strategy. The Marcato Parties believe that the attributes, skills and qualifications that Ms. Waterman has obtained through her experience developing brands on a global scale in the fashion and retail industry will provide the Board and the Corporation with valuable insight regarding the retail aspects of the Corporation’s business.

Exhibit F - 6

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Exhibit F - 7

EXHIBIT G

Transactions in the Securities of the Corporation in the Last Two Years:

Transactions by the Marcato Parties

Marcato International Master Fund, Ltd.

Trade Date	Buy/Sell	Trade Quantity			Net Price		Security Description
02/03/2017	Buy		1,107,833			45.84	Common Stock
02/03/2017	Buy		79,829			46.11	Equity Swap
02/06/2017	Buy		372,461			46.16	Common Stock
02/06/2017	Buy		160,171			46.13	Equity Swap
02/07/2017	Buy		266,000			46.28	Common Stock
02/09/2017	Buy		60,000			52.28	Equity Swap
02/09/2017	Sell		(60,000	)		52.28	Common Stock
02/28/2017	Buy		225,000			52.79	Equity Swap
06/14/2017	Buy		75,000			69.12	Common Stock
06/14/2017	Sell		(75,000	)		69.08	Equity Swap
06/15/2017	Buy		25,000			69.05	Common Stock
06/15/2017	Sell		(22,340	)		68.86	Equity Swap
06/16/2017	Buy		20,000			68.44	Common Stock
06/16/2017	Sell		(20,000	)		68.42	Equity Swap
06/29/2017	Sell		(40,000	)		67.98	Equity Swap
06/30/2017	Sell		(35,000	)		68.46	Equity Swap
07/05/2017	Sell		(29,629	)		68.13	Equity Swap
07/06/2017	Sell		(31,658	)		66.60	Equity Swap
07/07/2017	Sell		(9,950	)		67.11	Equity Swap
07/10/2017	Sell		(25,000	)		67.06	Equity Swap
07/11/2017	Sell		(66,551	)		66.68	Equity Swap
07/12/2017	Sell		(86,400	)		66.15	Equity Swap
07/13/2017	Sell		(24,160	)		65.62	Equity Swap
07/14/2017	Sell		(34,425	)		65.13	Equity Swap
07/17/2017	Sell		(24,887	)		65.66	Equity Swap
Marcato Encore Master Fund, Ltd.
Trade Date	Buy/Sell	Trade Quantity			Net Price		Security Description
02/03/2017	Buy		163,885			45.77	Common Stock
02/28/2017	Buy		51,000			52.81	Common Stock
06/13/2017	Sell		(36,517	)		69.33	Common Stock
06/14/2017	Sell		(49,187	)		69.21	Common Stock
06/15/2017	Sell		(24,296	)		69.00	Common Stock
06/27/2017	Buy		41,352			67.52	Common Stock
06/29/2017	Sell		(40,000	)		67.94	Common Stock (short position)
06/30/2017	Sell		(33,752	)		68.46	Common Stock (short position)
07/05/2017	Sell		(28,780	)		68.06	Common Stock (short position)
07/06/2017	Sell		(33,522	)		66.64	Common Stock (short position)

Exhibit G - 1

07/07/2017 Sell (10,183 )  67.07 Common Stock (short position)

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Exhibit G - 2

Transactions by Nominees

Ms. Derby has had no transactions with respect to Corporation securities during the past two years.

Ms. Feldman has had no transactions with respect to Corporation securities during the past two years.

Mr. Fuller has had no transactions with respect to Corporation securities during the past two years.

Mr. Hepler has had no transactions with respect to Corporation securities during the past two years.

Mr. Huth has had no transactions with respect to Corporation securities during the past two years.

Mr. Kniffen has had no transactions with respect to Corporation securities during the past two years.

Mr. Kosh has had no transactions with respect to Corporation securities during the past two years.

Mr. Lipman has had no transactions with respect to Corporation securities during the past two years.

Mr. Rayden has had no transactions with respect to Corporation securities during the past two years.

Ms. Waterman has had no transactions with respect to Corporation securities during the past two years.

Exhibit G - 3

EXHIBIT H

Schedule 13D

[As filed with the SEC on February 8, 2017, June 28, 2017 and September 13, 2017]

Exhibit H - 1

EXHIBIT I

Engagement and Indemnification Agreements

[Submitted separately to the Corporation]

Exhibit I - 1

EX-99.F

Exhibit F

MARCATO NOMINATES FULL SLATE OF HIGHLY QUALIFIED DIRECTOR

CANDIDATES TO REPLACE INCUMBENT BOARD AT DECKERS

Sends Letter to Deckers’ Board Citing Years of Erosion of Shareholder Value

New Directors Needed to Provide Proper Oversight and

Put Company on Path to Success

SAN FRANCISCO – September 13, 2017 – Marcato Capital Management LP (“Marcato”), a San Francisco-based investment manager which manages funds that beneficially own approximately 6.1% of the outstanding common shares of Deckers Outdoor Corporation (NYSE: DECK) (“Deckers” or the “Company”), today announced that it has nominated a full slate of ten highly qualified candidates for election to the Deckers Board of Directors (the “Board”) at the Company’s Annual Meeting of Shareholders to be held December 14, 2017.

In connection with the nomination of its slate, Marcato also sent a letter to the Board highlighting Deckers’ ongoing underperformance and failure to take corrective actions to improve profitability and shareholder value.

Mick McGuire, Managing Partner of Marcato, said: “Deckers has enjoyed a strong, profitable brand with UGG for many years, yet has failed to translate this enviable position into growth in earnings and shareholder value. Given the Company’s significant underperformance compared to peers, coupled with the Board’s failure to take the necessary corrective strategic action, we believe change is required. On numerous occasions we have sought to engage constructively with the Board to add new directors and develop a strategy focused on profitable growth while improving margins and returns on invested capital. Unfortunately, our efforts to work collaboratively to enhance shareholder value have been met with significant resistance.

“While we appreciate that the Company is undergoing a strategic review and we are eagerly awaiting the results of that process, we continue to believe that Deckers lacks proper oversight. Should the Company’s process not culminate in a desirable outcome, we believe the entire Board must be replaced. Accordingly, today we are nominating ten highly qualified director candidates who bring the fresh perspectives and relevant retail, apparel and capital markets experience necessary to implement a strategic plan that will generate meaningful shareholder value.”

Marcato’s ten highly qualified nominees are:

Deborah M. Derby

Deborah M. Derby has served as President of the Horizon Group USA since April 2016. Prior to joining Horizon, Ms. Derby held a number of positions of increasing responsibility for 14 years at Toys “R” Us beginning in 2000. Ms. Derby served as Vice Chairman, Executive Vice President of Toys “R” Us from 2013 to 2015. From 2000 to 2012 Ms. Derby held other various positions at Toys “R” Us including Chief Administrative Officer and President of Babies “R” Us. While at Toys “R” Us, Ms. Derby worked in partnership with other members of the Executive Committee to deliver $400m of expense reductions as part of the company’s “Fit for Growth” initiative. Ms. Derby also consulted for Kenneth Cole Productions, Inc. from 2012 to 2013 and currently serves on the Board of Directors of the Vitamin Shoppe, Inc.

1

Kirsten J. Feldman

Kirsten J. Feldman was employed by Morgan Stanley from 1984 through 2008. Ms. Feldman began working in Morgan Stanley’s mergers and acquisitions department. From 1992 to 2001 she served as a Managing Director and head of Morgan Stanley’s Global Retail Group during which time she was responsible for Morgan Stanley’s worldwide investment banking activities in the retail industry. From 2001 to 2008, Ms. Feldman was an Advisory Director in the Investment Banking Division of Morgan Stanley and a member of Morgan Stanley’s Retirement Plan Investment Committee.

Steve Fuller

Steve Fuller served as Senior Vice-President and Chief Marketing Officer for L.L. Bean, Inc. (“L.L. Bean”) from 2004 until his retirement in 2016. In this role, Mr. Fuller led all marketing functions for L.L. Bean, including branding, advertising, customer satisfaction, ecommerce, partnerships, database analytics and marketing operations.

Matthew P. Hepler

Matthew P. Hepler is currently a Partner at Marcato Capital Management LP. Prior to joining Marcato, Mr. Hepler was a partner at Red Mountain Capital Partners LLC, an investment firm, from March 2015 to December 2015 and was a Managing Director at Relational Investors LLC from 2008 until 2016 where Mr. Hepler led the firm’s research team focusing on the industrials and materials sector. Mr. Hepler has served on the board of directors of Terex Corporation since February 2017. Prior to joining Relational Investors in 2008, Mr. Hepler spent six years as a Vice President in the investment banking division of Credit Suisse. Mr. Hepler began his career as an analyst in the technology group at Robertson Stephens.

Robert D. Huth

Robert D. Huth served as President and Chief Executive Officer of David’s Bridal, Inc. from 1999 until March 2013. Mr. Huth was also the President and Chief Operating Officer of David’s Bridal from 1995 to 1999. Prior to joining David’s Bridal, Mr. Huth served as Executive Vice President and Chief Financial and Administrative Officer of Melville Corporation from 1987 to 1995.

Jan R. Kniffen

Jan R. Kniffen has served as Chief Executive Officer of J. Rogers Kniffen Worldwide Enterprises LLC (“JRKWWE”) since he founded the company in 2005. JRKWWE provides equity research and financial and management consulting services relating to companies in the retail sector. Prior to founding JRKWWE, Mr. Kniffen spent 20 years as a senior executive at The May Department Stores Company. Prior to that, Mr. Kniffen held various roles at ACF Industries, Inc./Icahn and Co., including Director of Corporate Finance and Assistant Treasurer.

Mitchell A. Kosh

Mr. Kosh served as head of Global Human Resources of Ralph Lauren Corporation for 15 years from 2000 to 2015. Mr. Kosh served as Executive Vice President and Chief Administrative Officer of Ralph Lauren Corporation from April 2015 until his retirement in October 2015, with responsibility for IT, Legal, Central Operations and Human Resources. Prior to that, Mr. Kosh served as Executive Vice President of Global Human Resources from 2014 to 2015, Senior Vice President of Global Human Resources from 2009 to 2014, and Senior Vice President of Human Resources and Legal from 2000 to 2009 at Ralph Lauren Corporation.

2

Nathaniel J. Lipman

Nathaniel J. Lipman was the President and Chief Executive Officer of Affinion from October 2005 until 2012, following which he was named Executive Chairman of Affinion from September 2012 until his retirement in November 2015. Mr. Lipman served as a director of Affinion from October 2005 until November 2015. Prior to joining Affinion, Mr. Lipman served in various senior roles at Cendant Corporation, Planet Hollywood, House of Blues Entertainment, and The Walt Disney Company.

Michael W. Rayden

Michael W. Rayden served as President, Chief Executive Officer and Chairman of the Board of Directors of Justice, Tween Brands (currently a subsidiary of Ascena Retail Group) from 1996 until his retirement in January 2015. In 2009 the company was acquired by Dress Barn, now Ascena. Prior to joining Tween, Mr. Rayden served as Chief Executive Officer of Pacific Sunwear and also held chief executive positions at The Stride Rite Corporation and Eddie Bauer. Currently, Mr. Rayden serves as a director of Perry Ellis and previously served as a director at David’s Bridal, Dress Barn, Pacific Sunwear, Strottman International, The Stride Rite Corporation, Ascena and Tween.

Anne Waterman

Anne Waterman spent 15 years at Michael Kors where she served in various senior positions responsible for public relations, communications, media and marketing, including Senior Vice President, Global Image. Prior to that, she worked in the Public Relations department at Gucci, and managed sponsorship and fundraising activities for the Council of Fashion Designers of America (“CFDA”) as part of the team that created 7^th on Sixth. Ms. Waterman is currently an independent consultant advising brands on strategy, creative and product development.

Marcato’s letter to Deckers’ Board follows:

September 13, 2017

Office of the Secretary:

Deckers Outdoor Corporation

250 Coromar Drive

Goleta, CA 93117

Attn: John M. Gibbons, Lead Director

Corporate Secretary

Dear Members of the Board of Directors,

Marcato Capital Management LP (“Marcato”, “we” or “us”) beneficially owns 6.1% of the outstanding shares of Deckers Outdoor Corporation (“Deckers” or the “Company”). For several years, while Deckers has enjoyed a strong, profitable brand with UGG, the Company has failed to translate this brand strength into growth in earnings and shareholder value.    Throughout this period, recommendations made by numerous shareholders to take corrective strategic action to improve profitability and shareholder value have been consistently ignored.    In recent months, we have repeatedly attempted to explore a settlement process that would involve adding a number of new, highly qualified directors to the Board and adopting an accretive strategic plan for shareholders focused on profitable growth, improved margins and enhanced returns on invested capital. These efforts have also been dismissed without response or discussion.

3

Deckers has meaningfully underperformed its proxy peers during the holding period of most current institutional shareholders. From January 1, 2011¹ through intraday February 8, 2017² (the moment before Marcato’s 13D filing), the Company had a total shareholder return of negative 44%. This figure is particularly striking given that the S&P 500 Apparel, Accessories & Luxury index was flat and an index of Deckers’ current proxy peers³ returned 58% during the same period. The 19%⁴ increase in Deckers’ share price following our intraday 13D filing is clear evidence that shareholders support change.

A review of Deckers’ operating history underscores that this underperformance is not the result of one-off events beyond the Company’s control, but instead is attributable to years of strategic, operational, and capital allocation missteps. As a result, Deckers’ return on invested capital declined from 26% in 2011 to 12% in 2016⁵, while operating margins declined from 21% to 9%. During this same time period, SG&A has skyrocketed from 29% of revenue to 37%. As a reflection of reduced investor confidence in the Company, Deckers’ average EV/NTM EBITDA⁶ multiple has declined from ~10x in 2011 to below 6x at the time of Marcato’s 13D filing.

We believe that the Board bears ultimate responsibility for this long-running neglect for shareholder value. While we recognize the Company is exploring a sale, should this process fail to achieve an attractive outcome for shareholders, we believe significant Board change is necessary. Accordingly, we are nominating a group of highly qualified directors who we believe will bring the fresh perspectives and direct experience needed to establish a strategic plan that creates long-term value for shareholders.    We look forward to discussing these topics with the Company and other shareholders prior to the Company’s annual meeting on December 14^th.

Sincerely,

Mick McGuire	Matt Hepler
Managing Partner	Partner
Marcato Capital Management LP	Marcato Capital Management LP

CC:

Angel R. Martinez

John M. Gibbons

Karyn O. Barsa

Nelson Chan

Michael F. Devine, III

John G. Perenchio

David Powers

James E. Quinn

Lauri M. Shanahan

Bonita Stewart

¹  January 1, 2011 is the baseline date used by the company for measuring cumulative total returns in its fiscal 2016 10K

²  Deckers is shown through its intraday price of $44.37 on 2/8/17 before the release of Marcato’s 13D filing

³  Proxy peer group includes: Kate Spade, Crocs, Skechers, Steven Madden, Oxford Industries, Under Armour, Wolverine World Wide, Carters, Fossil, Lululemon, Guess, Buckle, Chico’s DSW, Express, Finish Line, G-III Apparel, Columbia Sportswear, and Restoration Hardware. Excludes Quicksilver due to bankruptcy. Index generated using CapIQ.

⁴  Increase in share price from the 2/8/17 intraday price of $44.37 (prior to Marcato’s filing) through 2/16/17

⁵  Per Bloomberg

⁶  Enterprise value/Next Twelve Months EBITDA, per Bloomberg

4

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information herein contains “forward-looking statements.” Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “targets,” “forecasts,” “seeks,” “could,” “should” or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct. If one or more of the risks or uncertainties materialize, or if Marcato’s underlying assumptions prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements should not be regarded as a representation by Marcato that the future plans, estimates or expectations contemplated will ever be achieved.

Certain statements and information included herein have been sourced from third parties. Marcato does not make any representations regarding the accuracy, completeness or timeliness of such third party statements or information. Except as may be expressly set forth herein, permission to cite such statements or information has neither been sought nor obtained from such third parties. Any such statements or information should not be viewed as an indication of support from such third parties for the views expressed herein.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Marcato International Master Fund Ltd. (“Marcato International”) and the other Participants (as defined below) intend to file a preliminary proxy statement and accompanying proxy card with the Securities and Exchange Commission (the “SEC”) to be used to solicit proxies for, among other matters, the election of its slate of director nominees at the 2017 annual stockholders meeting of Deckers Outdoor Corporation, a Delaware corporation (“Deckers”).

The participants in the proxy solicitation are Marcato Capital Management LP (“Marcato”), MCM Encore IM LLC (“Marcato Encore LLC”), Marcato International, Marcato Encore Master Fund, Ltd. (“Marcato Encore Fund”), Richard T. McGuire III, Deborah M. Derby, Kirsten J. Feldman, Steve Fuller, Matthew P. Hepler, Robert D. Huth, Jan Rogers Kniffen, Mitchell A. Kosh, Nathaniel J. Lipman, Michael W. Rayden, Anne Waterman (collectively, the “Participants”).

MARCATO INTERNATIONAL STRONGLY ADVISES ALL STOCKHOLDERS OF DECKERS TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR, D.F. KING & CO., INC., 48 WALL STREET, 22ND FLOOR, NEW YORK, NEW YORK 10005 (CALL COLLECT: (212) 269-5550; CALL TOLL FREE: (800) 761-6521) OR EMAIL: DECKERS@DFKING.COM.

As of the date hereof, Marcato International directly owns 1,806,294 shares of common stock, par value $0.01 per share, of Deckers (the “Common Stock”), representing approximately 5.6% of the outstanding shares of Common Stock and Marcato Encore Fund directly owns 146,237 shares of Common Stock, representing approximately 0.5% of the outstanding shares of Common Stock (such shares of Common Stock owned by Marcato International and Marcato Encore Fund, the “Marcato Shares”).

5

In addition, Marcato, as the investment manager of Marcato International and the sole member of Marcato Encore LLC, which is the investment manager of Marcato Encore Fund, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Marcato Shares and, therefore, Marcato may be deemed to be the beneficial owner of the Marcato Shares. Marcato Encore LLC, as the investment manager of Marcato Encore Fund, may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the shares of Common Stock owned by Marcato Encore Fund and, therefore, Marcato Encore LLC may be deemed to be the beneficial owner of such shares. By virtue of Mr. McGuire’s position as the managing partner of Marcato, Mr. McGuire may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Marcato Shares and, therefore, Mr. McGuire may be deemed to be the beneficial owner of the Marcato Shares.

Media:

Jonathan Gasthalter/Nathaniel Garnick/Amanda Klein

Gasthalter & Co.

(212) 257-4170

6

EX-99.G

Exhibit G

FORM OF ENGAGEMENT AND INDEMNIFICATION AGREEMENT, dated as of September     , 2017 (this “Agreement”), by and between Marcato Capital Management, LP on behalf of the funds it advises (“Marcato”) and                (“Nominee”).

WHEREAS, Marcato has asked Nominee, and Nominee has agreed, to be (i) a member of the slate of nominees (the “Slate”) of Marcato for election to the Board of Directors (the “Board of Directors”) of Deckers Outdoor Corporation, a Delaware corporation (the “Company”), at the 2017 annual meeting of stockholders of the Company (including any adjournments or postponements thereof) (the “Annual Meeting”) and/or at any special meeting of the stockholders of the Company (including any adjournments or postponements thereof) (a “Special Meeting”) and (ii) named as such in the proxy soliciting materials related to the Annual Meeting and/or a Special Meeting;

WHEREAS, Marcato may solicit proxies from the stockholders of the Company in support of Nominee’s election as a director of the Company at the Annual Meeting and/or a Special Meeting (the “Solicitation”); and

WHEREAS, Nominee has agreed to serve as a director of the Company if so elected at the Annual Meeting and/or a Special Meeting or appointed by other means.

NOW, THEREFORE, in consideration of the foregoing and with the understanding on the part of Marcato that Nominee is relying on this Agreement in agreeing to be a nominee as aforesaid and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Certain Definitions. As used in this Agreement, the following terms shall have the meanings indicated below:

“Claim” means any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative, formal or informal, investigative or other), whether instituted by Marcato, the Company or any other party, or any inquiry or investigation that Nominee in good faith believes might lead to the institution of any such action, suit or proceeding.

“Expenses” means all reasonable out-of-pocket attorneys’ fees and all other reasonable out-of-pocket fees, costs, and expenses paid or incurred in connection with the Solicitation or related matters, as applicable, including without limitation, investigating, defending or participating in (as a party, witness or otherwise, including on appeal), or preparing to defend or participate in, any Claim relating to any Indemnifiable Event, including the reasonable out-of-pocket costs and expenses of Nominee incurred in connection with seeking enforcement of this Agreement in the event that Nominee is successful in such enforcement action, in each case except to the extent arising out of or resulting from Nominee’s willful violation of state or federal law in connection with the Solicitation, gross negligence, willful misconduct, bad faith or a material misstatement or omission in any information provided by Nominee in connection with the Solicitation, and in each case to the extent not otherwise covered by insurance or indemnification from another source (including, without limitation, the Company).

“Indemnifiable Event” means any event or occurrence arising out of, or any action taken or omitted to be taken in connection with, the Solicitation or being a member of the Slate, in each case except to the extent arising out of or resulting from Nominee’s willful violation of state or federal law in connection with the Solicitation, gross negligence, willful misconduct, bad faith or a material misstatement or omission in the information provided by the Nominee in connection with the Solicitation and in each case to the extent not otherwise covered by insurance or indemnification from another source (including, without limitation, the Company).

“Loss or Losses” means any and all damages, judgments, fines, penalties, amounts paid or payable in settlement, deficiencies, losses and Expenses (including all interest, assessments, and other charges paid or payable in connection with or in respect of such Losses), in each case except to the extent arising out of or resulting from Nominee’s willful violation of state or federal law in connection with the Solicitation, gross negligence, willful misconduct, bad faith or a material misstatement or omission in the information provided by the Nominee in connection with the Solicitation, and in each case to the extent not otherwise covered by insurance or indemnification from another source (including, without limitation, the Company).

2. Agreement to be Named and Serve; Consideration. Nominee hereby agrees to (a) be a nominee for election to the Board of Directors of the Company at the Annual Meeting and/or a Special Meeting, (b) be named as such in the proxy soliciting materials related to the Annual Meeting and/or a Special Meeting, (c) serve as a director of the Company if so elected at the Annual Meeting and/or a Special Meeting or appointed by other means, (d) devote the time and energy necessary to participate in the Solicitation as requested by Marcato, subject to reasonable attempts to accommodate Nominee’s other professional responsibilities and avoid conflicts with Nominee’s pre-existing schedule, by Nominee making him or herself available to attend and participate in meetings with, interviews with and presentations to stockholders, analysts, fund managers, representatives of nominee holders, proxy advisory firms, members of the media, and other persons Marcato may reasonably request in connection with the Solicitation, the election of the Slate or any stockholder resolutions Marcato may determine to bring before the Company’s stockholders in connection with the Solicitation and (e) subject to Section 4 below, reasonably cooperate with Marcato in connection with any litigation or investigation arising out of or related to the Solicitation, including the nomination of the Slate, and subject to reasonable attempts to accommodate Nominee’s other professional responsibilities and avoid conflicts with Nominee’s pre-existing schedule, to be reasonably available to respond to and participate as reasonably necessary in any such action or investigation. Marcato will pay Nominee $50,000 upon execution of this Agreement and, if Nominee serves on the Slate and does not withdraw, Marcato will pay Nominee $50,000 upon the earlier to occur of (i) Nominee’s election to the Board of Directors by the Company’s stockholders, (ii) Nominee’s appointment to the Board of Directors pursuant to an agreement between the Company and Marcato or (iii) Nominee not being elected as a director of the Company following a Solicitation in which Marcato nominated (and did not withdraw) Nominee for election to the Company’s Board of Directors. Except as set forth herein, the parties hereto agree that Nominee shall not be entitled to receive any cash or other consideration from Marcato in respect of Nominee’s agreements contained herein, whether or not Nominee is elected to the Board of Directors of the Company.

3. Questionnaires; Disclosure of Information. Nominee hereby agrees (a) to promptly complete and sign the questionnaire requesting information relating to Nominee’s background and qualifications (the “Questionnaire”) and the written representation and agreement (the “Representation and Agreement”), each in the form provided by the Company to Marcato pursuant to Section 2.8(D) of Article II of the Company’s bylaws, (b) that Nominee’s responses in the Questionnaire and the representations made in the Representation and Agreement will be true, complete and correct in all material respects and will not omit any material information, (c) that Nominee will provide true and complete information concerning such other matters as are required or customary to be disclosed regarding Nominee, his or her nomination to the Board of Directors or the Solicitation under (i) the Company’s bylaws or (ii) pursuant to the rules and regulations contained in the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder, (d) that Nominee will promptly provide any additional information as may be requested by Marcato, such information to be true and correct and not omit any material information, and (e) that Nominee will promptly notify Marcato of any changes or updates to any information provided by Nominee to Marcato pursuant to this Section 3. Nominee further agrees that Marcato may forward the Representation and Agreement and the Questionnaire to the Company, and Marcato may at any time, in its discretion, publicly disclose such information, as well as the existence and contents of this Agreement. Furthermore, Nominee understands that Marcato may elect, at its expense, to conduct a background and reference check of Nominee and Nominee agrees to complete and execute any necessary authorization forms or other documents required in connection therewith.

4. Indemnification.

(a) In the event Nominee was, is or becomes a party to or other participant in, or is threatened to be made a party to or other participant in, a Claim by reason of (or arising or allegedly arising in any manner out of or relating to in whole or in part) an Indemnifiable Event, Marcato, to the fullest extent permitted by applicable law, shall indemnify and hold harmless Nominee from and against any and all Losses suffered, incurred or sustained by Nominee or to which Nominee becomes subject, arising out of such Claim (it being understood and agreed that except as provided in Section 4(c) with respect to Expenses, reimbursements of any such Losses payable hereunder shall be made as soon as practicable but in any event no later than 30 days after written request is made to Marcato accompanied by supporting documentation).

Nominee shall give Marcato prompt written notice of any Claim (accompanied by such reasonable supporting documentation as may be in Nominee’s possession) as soon as Nominee becomes aware thereof.

(b) In the case of the commencement of any Claim against Nominee in respect of which he or she may seek indemnification from Marcato hereunder, Marcato will be entitled to participate therein, including, without limitation, the negotiation and approval of any settlement of such Claim. In addition, Marcato shall have the right to assume control of the defense of such Claim with counsel chosen by Marcato. To the extent that Marcato may wish to assume the defense of any Claim against Nominee in respect of which Nominee may seek indemnification from Marcato hereunder, Marcato shall provide Nominee with written notice of Marcato’s election to assume the defense of such Claim. From and after such election by Marcato to assume defense of a Claim,

Marcato will not be liable to Nominee under this Agreement for any Expenses subsequently incurred by Nominee in connection with the defense thereof other than reasonable costs of investigation and preparation therefor (including, without limitation, appearing as a witness and reasonable fees and expenses of legal counsel in connection therewith). If in any action for which indemnity may be sought hereunder Marcato shall not have timely assumed the defense thereof with counsel reasonably satisfactory to Nominee, or Nominee shall have been advised by his or her independent counsel in writing that it would constitute a conflict of interest for the same counsel to represent both Nominee and Marcato in such action, or if Nominee has been advised by independent counsel that Nominee has separate or additional defenses than those available to Marcato with regard to such action, Nominee shall have the right to employ his or her own counsel reasonably satisfactory to Marcato in such action, in which event Marcato shall pay directly or reimburse Nominee for any costs not paid directly for all reasonable out-of-pocket legal fees and expenses incurred by Nominee in connection with the defense thereof; provided, however, that Marcato shall be obligated to pay for only one firm to serve as counsel for all of Marcato’s nominees for election to the Board of Directors. Nominee shall not settle any action without the prior written consent of Marcato, which consent shall not be unreasonably delayed or withheld. Marcato shall not settle any Claim in any manner that would impose any expense, penalty, obligation or limitation on Nominee, or would contain language (other than a recitation of any amounts to be paid in settlement) that could reasonably be viewed as an acknowledgment of wrongdoing on the part of Nominee, without Nominee’s prior written consent (which consent shall not be unreasonably withheld).

(c) Nominee’s right to indemnification pursuant to this Section 4 shall include the right of Nominee to be advanced by Marcato any Expenses incurred in connection with any Indemnifiable Event as such expenses are incurred by Nominee; provided, however, that all amounts advanced in respect of such Expenses shall be promptly repaid to Marcato by Nominee to the extent it shall ultimately be determined in a final judgment by a court of competent jurisdiction that Nominee is not entitled to be indemnified for or advanced such Expenses. The indemnification and reimbursement arrangements contemplated herein shall only take effect if Nominee is publicly named as a member of the Slate.

(d) Notwithstanding any other provision of this Agreement to the contrary, the indemnity and expense reimbursement obligations of Marcato provided by this Agreement will not apply to any event or occurrence (i) prior to the date hereof or subsequent to the conclusion of the Solicitation or such earlier time as Nominee is no longer a member of the Slate, or (ii) relating to or directly or indirectly arising out of Nominee’s service as a director of the Company.

5. Publicity. From and after the date hereof until the date on which Nominee is elected or appointed to serve as a Director, Nominee shall coordinate with Marcato with respect to Nominee’s public disclosures regarding the Solicitation, including press releases, public announcements and statements or disclosures to the media concerning this Agreement, the Solicitation or any of the matters contemplated hereby by using commercially reasonable efforts to notify Marcato with respect to any planned media engagements, and to the extent feasible, to coordinate with Marcato on the text of such disclosures or topics to be discussed in connection with such engagements.

6. No Agency. Each of Marcato and Nominee acknowledges that Nominee is not acting as an agent of Marcato or in a fiduciary capacity with respect to Marcato and that Nominee is not assuming any duties or obligations to Marcato other than those expressly set forth in this Agreement. Nothing contained herein shall be construed as creating, or be deemed to create, the relationship of employer and employee between the parties, nor any agency and nothing contained herein shall entitle Nominee to any compensation from Marcato. Each of Marcato and Nominee further acknowledges that, should Nominee be elected to the Board of Directors of the Company, Nominee will be acting as a director of the Company, on behalf of the Company and all of its stockholders, independent of and not controlled by Marcato, and all of Nominee’s activities and decisions as a director of the Company will be governed by applicable law and subject at all times to his or her fiduciary duties to the Company and its stockholders. Nothing in this Agreement is intended to or shall govern or restrict Nominee’s decisions or conduct as a Company director, which shall be based on Nominee’s independent business judgment. Each of Marcato and Nominee further acknowledges that there is no agreement between or among them regarding the voting or holding of any shares of the Company.

7. Amendment, Etc. No supplement, modification or amendment of this Agreement shall be binding unless executed in a writing signed by the parties hereto. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. The parties may not waive or vary any right hereunder except by an express written waiver or variation. Any failure to exercise or any delay in exercising any such rights, or any partial or defective exercise of any such rights, shall not operate as a waiver or variation of that or any other such right. The waiver by one party of any breach of this Agreement by another party shall not be deemed a waiver of any other prior or subsequent breach of this Agreement.

8. Subrogation. In the event of payment under this Agreement, Marcato shall be subrogated to the extent of such payment to all of the rights of recovery of Nominee, and Nominee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable Marcato effectively to bring suit to enforce such rights.

9. No Duplication of Payments. Marcato shall not be liable under this Agreement to make any payment in connection with a Claim made against Nominee to the extent Nominee has otherwise actually received payment (under any insurance policy, by-law or otherwise) of the amounts otherwise indemnifiable hereunder. In addition, Nominee shall be required to reimburse Marcato for any indemnification payments made to Nominee by Marcato for any Losses to the extent that Nominee subsequently receives payment of such amounts from another source.

10. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including telecopy or similar writing) and shall be given to such party,

if to Marcato, to:

Marcato Capital Management LP

Four Embarcadero Center, Suite 2100

San Francisco, CA 94111

Attn: Richard T. McGuire III

Fax: (415) 796-6388

with a copy to (which copy shall not constitute notice hereunder):

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attn: Richard M. Brand, Esq.

         Joshua A. Apfelroth, Esq.

Fax: (212) 504-6666

if to Nominee, to:

Attn:

with a copy to (which copy shall not constitute notice hereunder):

Kasowitz Benson Torres LLP

1633 Broadway

New York, New York 10019

Attn: Marc E. Kasowitz, Esq.

         Albert S. Mishaan, Esq.

Fax: (212) 506-1800

or such other address or telecopy number as such party may hereafter specify for the purpose by notice to the other party hereby given in accordance with this Section 10. Each such notice, request or other communication shall be effective when delivered at the address specified in this Section 10.

11. Termination. This Agreement shall automatically terminate on the earliest to occur of (a) the completion of an unsuccessful Solicitation and (b) Nominee’s election to the Board of Directors; provided, that Marcato may terminate this Agreement at any time upon written notice to Nominee; provided, further, that Marcato’s obligations with respect to advancement, reimbursement and indemnification hereunder and Nominee’s obligations with respect to non-disclosure, advancement, reimbursement and indemnification hereunder shall each remain in full force and effect and survive the termination of this Agreement.

12. Nominee Acknowledgement. Nominee acknowledges that Marcato shall be under no obligation to nominate Nominee for election. Nominee acknowledges that Marcato will rely upon information provided by Nominee for purposes of preparing submissions to the Company, proxy solicitation materials and other public disclosure.

13. Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts of laws. Each party to this Agreement hereby irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement or any agreements or transactions contemplated hereby shall be brought in the state courts of the State of New York located in New York County, or in the United States District Court for the Southern District of New York, and hereby expressly submits to the personal jurisdiction and venue of such courts for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum. Each party hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the address set forth or referred to in Section 10, such service to become effective ten days after such mailing.

14. Execution by Counterparts/Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed by facsimile or PDF.

15. Expense Reimbursement. Marcato hereby agrees to reimburse Nominee for his or her reasonable, documented, out-of-pocket expenses incurred as a result of being a member of the Slate, including, without limitation, reimbursement for reasonable out-of-pocket travel expenses; provided, that Nominee hereby agrees that in the event Nominee reasonably determines that he or she needs to retain legal counsel to represent Nominee in connection with being a member of the Slate (other than in connection with a claim for indemnification, which is addressed in Section 4) he or she will employ counsel selected by Marcato and reasonably satisfactory to Nominee. Should Nominee be elected to the Board of Directors of the Company, other than as expressly set forth herein, Marcato will not be liable for any expenses or any other liabilities incurred by Nominee during the period following election to the Board of Directors of the Company.

16. Non-Disclosure. Nominee acknowledges and agrees to hold in strict confidence and will not use nor disclose to third parties information Nominee receives from Marcato or any of its agents or representatives or information developed by Nominee based upon such information Nominee receives from Marcato or any of its agents or representatives, except for (a) information which was public at the time of disclosure or becomes part of the public domain without disclosure by Nominee, (b) information which Nominee learns from a third party (other than Marcato or its agents or representatives) which does not have a legal, contractual or fiduciary obligation of confidentiality to Marcato or its agents or representatives, (c) following Nominee’s election as a director of the Company, information which is necessary for Nominee to disclose in order to comply with Nominee’s fiduciary duties under applicable law or (d) information which is required to be disclosed by applicable law; provided, that in the event of any required disclosure pursuant to this clause (d), Nominee hereby agrees to use commercially reasonable efforts to notify Marcato promptly so that Marcato may seek a protective order or other appropriate remedy or, in Marcato’s sole discretion, waive compliance with the terms of this Section 16; provided, further, that in the event that no such protective order or other remedy is obtained, or that Marcato waives compliance with the terms of this Section 16, Nominee further agrees to furnish only that portion of the confidential information which Nominee is advised by counsel is legally required and will cooperate with Marcato’s efforts, without

incurring any monetary expense, to obtain assurance that confidential treatment will be accorded to the confidential information. Nominee further agrees not to (i) make any public communication relating to the Solicitation without the prior permission of Marcato, (ii) stand for election through nomination by the Company or any other stockholder of the Company (other than Marcato), as director of the Company without the prior permission of Marcato and (iii) acquire or dispose of any securities of the Company without the prior written approval of Marcato; provided, that in the event Nominee receives such approval pursuant to this clause (iii), Nominee hereby agrees to (y) keep detailed records of any trading in the securities of the Company that Nominee undertakes and (z) update Marcato on a daily basis of all such trading activities by sending an email to joshua.apfelroth@cwt.com. Nothing in this paragraph shall constrain Nominee’s communications with his or her counsel, or prevent Nominee from disclosing information to his or her counsel.

17. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the matters covered hereby and supersedes all previous written, oral or implied understandings among them with respect to such matters.

18. Headings. The headings used herein are included for convenience of reference only and shall be ignored in the construction or interpretation of this Agreement.

19. Warranty of Authority. Each person executing this Agreement represents and warrants that he or she has full authority to sign this Agreement on behalf of the party for which he or she is acting and that the parties will thereby be fully bound by the terms of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

20. Remedies. Nominee hereby acknowledges that money damages would be both difficult to calculate and speculative and an insufficient remedy for any breach of Nominee obligations in Sections 2, 3, 4, 5 and/or 16 and that any such breach would cause Marcato irreparable harm. Accordingly, Nominee also agrees that in the event of any breach or threatened breach of Sections 2, 3, 4, 5 and/or 16 Marcato, in addition to any other remedies at law or in equity it may have, shall be entitled to equitable relief, including injunctive relief and specific performance, without the requirement of posting a bond or other security or proof of actual damages.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

MARCATO CAPITAL MANAGEMENT LP on behalf of the funds it advises
By:	Marcato Holdings LLC, its General Partner
By:
Name:	Richard T. McGuire III
Title:	Authorized Person
Name: