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A:	Audit Committee

C:	Compensation Committee

CG:	Corporate Governance Committee

•	In fiscal year 2018, no director nominee attended fewer than 75% of the meetings of our Board of Directors, which we sometimes refer to as our Board, or meetings of any Board committee on which he or she served.

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

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

•	As a matter of good corporate governance, we are asking our stockholders to ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2019.

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

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

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

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

•	Our Board of Directors recommends that you vote "FOR" Proposal No. 3 because it believes our compensation program is effectively designed to achieve our business and strategic objectives as discussed in greater detail below.

•	Transform our organization to meet the challenges of a changing global marketplace

•	Position our brands for growth and omni-channel success

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

•	In August 2017, Angel R. Martinez resigned as Chairman of our Board of Directors. He continued to serve as a member of our Board until his retirement from that role in October 2017, after serving as a director for 12 years. John M. Gibbons, an independent director, was appointed Chairman in September 2017.

•	Our Corporate Governance Guidelines were revised to remove the role of "Lead Director" and the duties and responsibilities of this role were assigned to the Chairman. The position of Chief Executive Officer and Chairman is currently separated as we believe this is the most appropriate governance structure for us at this time.

•	In April 2018, John G. Perenchio resigned as a member of our Board of Directors, after serving as a director for 12 years, and William L. McComb was appointed as a member of our Board.

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•	In June 2018, our Board amended our bylaws to increase the size of our Board to ten directors.

•	Also in June 2018, Karyn O. Barsa resigned as a member of our Board of Directors, after serving as a director for 10 years, and Cindy L. Davis and Brian A. Spaly were appointed as members of our Board.

•	At the Annual Meeting, stockholders are being asked to elect 10 directors to serve until the next annual meeting of stockholders to be held in 2019. If all nominees are elected, our Board will consist of 10 members, and nine out of 10 members of our Board, and all members of each of its standing committees, will continue to be “independent directors” under applicable SEC and NYSE rules.

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

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

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(1)

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

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

(3)

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

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

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

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

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

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

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•	Personal and professional integrity

•	Good business judgment

•	Relevant experience and skills

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

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

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ª	Committee Chair

A:	Audit Committee

C:	Compensation Committee

CG:	Corporate Governance Committee

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High Level of Financial Literacy - Currently serves as a member of the compensation committee of The Learning Network, Inc. Previously served as Chair of our Audit Committee until 2011. From June 2000 to April 2004, Mr. Gibbons was vice chair of TMC Communications, Inc., a long distance, data and internet services provider, and was its chief executive officer from June 2001 to April 2003. Mr. Gibbons was also vice chair of Assisted Living Corporation, a national provider of assisted living services, from March 2000 to December 2001.

•	Risk Oversight - Extensive experience in risk oversight as the former Chair of our Audit Committee and former chairman of the audit committee of National Technical Systems, Inc.

•	Industry -18 years of experience as a director of our Company.

•	Public Company Management - Previously served as chief executive officer and chief operating officer, and currently serves as a director, of The Learning Network, Inc. Previously employed by The Sports Club Company, where he was chief executive officer and a director from July 1999 to February 2000, and president and chief operating officer from January 1995 to July 1999.

•	Entrepreneurial - Has served in a variety of leadership positions for several companies during periods of expansion.

•	Luxury/Premium Branding - Involved in several capacities at The Sports Club Company, Inc., a company which markets clubs to affluent, health-conscious individuals.

•	Entrepreneurial - Expertise in building technology companies.

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

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

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

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

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

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

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

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

•	High Level of Financial Literacy - Serves on the audit committee of Kennametal Inc. Holds an M.B.A. in marketing and finance from the University of Maryland College Park.

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

•	Public Company Management - Held various management positions at Nike, Inc. and Golf Channel, currently serves as a director of Kennametal Inc. and previously served as a director of Buffalo Wild Wings, Inc.

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

•	Risk Oversight - In addition to leadership roles at Nike, Inc., served as a corporate director on the audit committee and nominating and corporate governance committee of Kennametal, Inc.,and previously served as chair of the compensation committee and on the governance committee of Buffalo Wild Wings.

•	Technology - Serves as a director and on the audit committee and nominating and governance committee of Kennametal Inc., a technology-based company.

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

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

•	Risk Oversight - 12 years of experience as a corporate director with risk oversight responsibilities.

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

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

•	Real Estate - Acquired real estate experience during his time at Coach, Inc.

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

•	Distribution/Logistics and Retail - Involved in supply chain and wholesale and retail distribution channels while at Coach, Inc.

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•	Public Company Management - Joined Liz Claiborne, Inc. in 2006 and served as chief executive officer. During his tenure, helped transform the business, repositioning the company as Fifth & Pacific Companies, Inc. and then Kate Spade & Company.

•	Distribution/Logistics and Retail - Former chief executive officer of Liz Claiborne, Inc./ Fifth & Pacific Companies, Inc., a global fashion company that designs and markets a range of women's and men's apparel, accessories and fragrance products under the Kate Spade New York and Jack Spade labels.

•	Industry Specific - Ran a large portfolio of apparel, footwear and accessories/lifestyle fashion brands.

•	Sales and Marketing - Held various marketing management positions with Johnson & Johnson, Inc., and as chief executive officer, oversaw extensive sale and marketing investments at Liz Claiborne, Inc./ Fifth & Pacific Companies, Inc.

•	Luxury/Premium Branding - Chief executive officer of a portfolio of premium brands, including Kate Spade, from 2006 to 2014.

•	High Level of Financial Literacy - Holds an M.B.A. in marketing and finance from the University of Chicago Graduate School of Business.

•	International - Involved in a global brands with worldwide distribution, including Kate Spade, Juicy Couture, Lucky Brand Jeans, Mexx and Liz Claiborne, as well as well as a large global brand portfolio at Johnson & Johnson, Inc. that spanned all continents.

•	Technology - Experience managing large multi-national IT departments, and significant experience building e-commerce businesses through leadership roles with Liz Claiborne, Inc./ Fifth & Pacific Companies, Inc.

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

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

•	Sales and Marketing - Graduated cum laude from Northeastern University with a B.S. in Marketing. Throughout his career, has been responsible for the development of marketing strategy, with a focus on consumer engagement and digital marketing.

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

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

•	Real Estate - Acquired real estate experience during his time at Timberland LLC, Converse Inc., Gap Inc. and with our Company.

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Public Company Management - As the former president of Tiffany & Co., oversaw retail sales in stores in more than 50 countries, with responsibility for the company’s global expansion strategy, including the significant Tiffany & Co. presence established throughout Asia. Joined Tiffany & Co. in 1986 and held a series of significant positions including vice chairman prior to his appointment as president in 2003.

•	Luxury/Premium Branding - Tiffany & Co. is a jeweler and specialty retailer whose principal merchandise offering is fine jewelry.

•	Distribution/Logistics and Retail - While at Tiffany & Co., involved in management of supply chain and distribution channels.

•	International - While at Tiffany & Co., involved in management of a global brand with worldwide operations.

•	Risk Oversight - 23 years of experience as a corporate director with risk oversight responsibilities.

•	Real Estate - Acquired real estate experience during his time at Tiffany & Co.

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

•	International - Involved in global brands with worldwide operations while at Gap Inc. and as a director and consultant.

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

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

•	Luxury/Premium Branding - Premium and luxury branding experience at Gap Inc., through participation on the board of Treasury Wine Estates Limited and through consulting business.

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

•	Real Estate - Led global real estate for all brands during time at Gap Inc. Also gained experience from Charlotte Russe Holdings, Inc. and consulting business.

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

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

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

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

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

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

•	Real Estate - Acquired real estate experience as founder and chief executive officer of Trunk Club, Inc. Selected showroom and office sites, and negotiated leases for Trunk Club, Inc. in major cities throughout the U.S.

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•	Industry Specific - Over 26 years of experience in brand management, digital strategy and execution.

•	High Level of Financial Literacy - Leads strategy, business development and revenue growth plans for Google Inc.'s largest publisher partnerships.

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

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

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

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

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

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

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

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

•	overseeing our internal audit function.

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•	Total revenue growth of 6.3% in a retail environment that remains turbulent and continues to undergo significant change, including revenue growth of 3.9% for our UGG brand, and 46.7% for our HOKA ONE ONE brand.

•	Increased non-GAAP operating margin by 320 basis points to 12.4% and grew non-GAAP diluted earnings per share by 50% to $5.74, highlighting our continued focus on improving margins, reducing costs and delivering improved levels of profitability.

•	As of March 31, 2018, we had repurchased $150 million of our shares thereby returning significant value to our stockholders.

•	Transform our organization to meet the challenging marketplace by consolidating operations, facilitating collaboration across brands, improving our supply chain and continuing to build our leadership team.

•	Position our brands in the marketplace by delivering a premium brand experience, elevating our brands and positioning them for sustained growth and implementing a multi-seasonal product diversification strategy.

•	Increase operating profits by improving supply chain processes, leveraging the investments we have made in our business, identifying efficiencies in our overhead and optimizing our retail store fleet.

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•	Pay for performance by ensuring that a significant portion of compensation is at-risk and aligns actual compensation with the achievement of specific Company financial goals.

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

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

•	Reward achievement by providing meaningful and appropriate incentives for achieving both short-term and long-term Company financial goals.

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

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

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

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

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

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(1)

Regardless of the level of performance with respect to the other performance metrics, in order to receive any payments for the 2018 Annual Cash Incentive Awards, a consolidated operating income threshold of at least $170.0 million was required to be achieved. This threshold was selected by the Committee based on a number of factors, including our long-range strategic plan and our financial performance during the previous fiscal year. The threshold operating income threshold amount was achieved.

(2)

Consistent with the terms of the Management Incentive Plan pursuant to which the 2018 Annual Cash Incentive Awards were granted, and in line with our historical practice, the Committee adjusted our fiscal year 2018 financial results for certain non-recurring items when determining Company achievement relative to the consolidated operating income performance target. For fiscal year 2018, this adjustment resulted in the exclusion of charges in the aggregate amount of $8.45 million related to (i) our consideration of strategic alternatives, and (ii) our proxy contest defense (including related litigation costs) in which each of our director nominees was selected by our stockholders. The Committee determined this adjustment was appropriate because these items were unanticipated one-time charges that were not (i) related to our core operating results, (ii) indicative of the performance of our ongoing business operations, or (iii) contemplated in the approved fiscal year 2018 budget. As a result, the 2018 consolidated operating income has been adjusted from $222.58 million to $231.03 million for purposes of calculating achievement of the 2018 Annual Cash Incentive Awards.

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(1)

Consistent with the terms of the 2015 Plan pursuant to which the 2018 Annual PSUs were granted, and in line with our historical practice, the Committee adjusted our fiscal year 2018 financial results for certain non-recurring items when determining Company achievement relative to the EPS performance target. For fiscal year 2018, this adjustment resulted in the exclusion of charges related to (i) our consideration of strategic alternatives, (ii) our proxy contest defense (including related litigation costs) in which each of our director nominees was selected by our stockholders, and (iii) changes in tax laws and the repatriation of cash from international jurisdictions. The Committee determined this adjustment was appropriate because these items were unanticipated one-time charges that were not (i) related to our core operating results, (ii) indicative of the performance of our ongoing business operations, or (iii) contemplated in the approved fiscal year 2018 budget. As a result, the 2018 EPS has been adjusted from $3.58 to $5.55 for purposes of calculating achievement of the 2018 Annual PSUs.

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

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

•	We have adopted a median pay philosophy whereby we remain focused on setting our executives’ target compensation at the median compared to our Peer Group.

•	Performance-based awards are earned based on the achievement of distinct Company and business unit performance goals over multiple time periods. We seek to eliminate overlap in our applicable performance conditions to ensure our compensation program is encouraging healthy and sustained growth across our business.

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

•	Our executive compensation program encourages executive retention through long-term vesting provisions. For fiscal year 2018, all of the equity awards we granted were subject to long-term vesting.

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

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

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

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

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

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

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

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

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(1)

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

(2)	These amounts reflect grants made to our NEOs of 2018 Annual PSUs and 2018 Time-Based RSUs. Refer to the sections of this Proxy Statement titled "2018 Annual Performance Stock Units” and “2018 Time-Based Restricted Stock Units” for additional information.

(3)	These amounts reflect the cash incentive payments made to our NEOs under our Management Incentive Plan. Refer to the section of this Proxy Statement titled "2018 Annual Cash Incentive Awards” for additional information.

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

(5)	Mr. George stepped down from his position as Chief Financial Officer effective July 2018.

(6)	In addition to certain payments referred to in footnote 4 above, we paid Mr. Caroti relocation expenses in the amount of $55,858 in fiscal year 2018.

(7)	This amount reflects a one-time sign-on bonus paid to Mr. Caroti when he was hired as President of Omni-Channel.

(8)	Ms.O'Donnell joined us in April 2016 as President of Fashion Lifestyle, and initially became an NEO commencing in fiscal year 2017.

(9)	In addition to certain payments referred to in footnote 4 above, we paid Ms. O'Donnell relocation expenses in the amount of $18,140 in fiscal year 2018.

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(10)	This amount reflects a one-time sign-on bonus paid to Ms. O'Donnell when she was hired as President of Fashion Lifestyle.

(11)	In addition to certain payments referred to in footnote 3 above, we paid Ms. O'Donnell relocation expenses in the amount of $177,673 in fiscal year 2017.

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(1)

The amounts in this column reflect the potential payouts under the 2018 Annual Cash Incentive Awards as of the grant date of such awards. Each of the performance conditions was achieved above the target levels in fiscal year 2018 and the cash incentive payments were made in July 2018. Refer to the section of this Proxy Statement titled "2018 Annual Cash Incentive Awards” for additional information.

(2)

The awards in this column reflect the grant of 2018 Annual PSUs. The performance condition was achieved above the target level in fiscal year 2018 and the awards were earned with respect to 100% of the underlying shares. Following achievement of the performance condition, these awards vest over three years in equal annual installments on August 15, 2018, 2019 and 2020. Refer to the section of this Proxy Statement titled "2018 Annual Performance Stock Units" for additional information.

(3)	The awards in this column reflect the grant of 2018 Time-Based RSUs. These awards vest over three years in equal annual installments on August 15, 2018, 2019 and 2020. Refer to the section of this Proxy Statement titled "2018 Time-Based Restricted Stock Units" for additional information.

(4)

The awards in this column reflect the grant of 2018 LTIP NQSOs. These awards may vest based upon our achievement of a performance target for fiscal year 2020. We believe it is probable that the performance condition for the 2018 LTIP NQSOs will be achieved, and therefore we currently expect these awards will vest. Refer to the section of this Proxy Statement titled "2018 Long-Term Incentive Plan Performance Non-Qualified Stock Options" for additional information.

(5)

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

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(1)	This award reflects 2017 LTIP NQSOs that were granted in November 2016. The options vest as to 100% of the underlying shares on March 31, 2019, subject to the achievement of certain performance criteria.

(2)	This award reflects 2018 LTIP NQSOs that were granted in June 2017. The options vest as to 100% of the underlying shares on March 31, 2020, subject to achievement of certain performance criteria.

(3)	In accordance with applicable SEC rules, the market value of the shares has been determined based on the closing price of our common stock on March 29, 2018, which was $90.03.

(4)	This amount consists of (i) 8,659 2018 Annual PSUs granted in June 2017, which shares vest as to 33.3% on August 15, 2018, 2019 and 2020, (ii) 7,016 time-based RSUs granted in June 2016, which shares vest as to 50% on August 15, 2018 and 2019, and (iii) 8,659 2018 Time-Based RSUs granted in June 2017, which shares vest as to 33.3% on August 15, 2018, 2019 and 2020.

(5)	This amount consists of (i) 2,453 2018 Annual PSUs granted in June 2017, which shares vest as to 33.3% on August 15, 2018, 2019 and 2020, (ii) 1,988 time-based RSUs granted in June 2016, which shares vest as to 50% on August 15, 2018 and 2019, and (iii) 2,453 2018 Time-Based RSUs granted in June 2017, which shares vest as to 33.3% on August 15, 2018, 2019 and 2020.

(6)	This amount consists of (i) 2,598 2018 Annual PSUs granted in June 2017, which shares vest as to 33.3% on August 15, 2018, 2019 and 2020, (ii) 2,105 time-based RSUs granted in June 2016, which shares vest as to 50% on August 15, 2018 and 2019, and (iii) 2,598 2018 Time-Based RSUs granted in June 2017, which shares vest as to 33.3% on August 15, 2018, 2019 and 2020.

(7)

This amount consists of (i) 2,381 2018 Annual PSUs granted in June 2017, which shares vest as to 33.3% on August 15, 2018, 2019 and 2020, (ii) 1,510 time-based RSUs granted in November 2015, which shares vest as to 100% on November 15, 2018, (iii) 6,607 time-based RSUs granted in June 2016, which shares vest as to 50% on August 15, 2018 and 2019, and (iv) 2,381 2018 Time-Based RSUs granted in June 2017, which shares vest as to 33.3% on August 15, 2018, 2019 and 2020.

(8)

This amount consists of (i) 1,804 2018 Annual PSUs granted in June 2017, which shares vest as to 33.3% on August 15, 2018, 2019 and 2020, (ii) 4,190 time-based RSUs granted in June 2016, which shares vest as to 50% on June 15, 2018 and 2019, (iii) 2,923 time-based RSUs granted in June 2016, which shares vest as to 50% on August 15, 2018 and 2019, and (iv) 1,804 2018 Time-Based RSUs granted in June 2017, which shares vest as to 33.3% on August 15, 2018, 2019 and 2020.

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(1)	The total number of shares actually received by our NEOs, net of shares withheld for taxes, were as follows: 3,227 for Mr. Powers; 1,348 for Mr. George; 3,457 for Mr. Lafitte; 3,004 for Mr. Caroti; and 2,220 for Ms. O'Donnell.

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

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(1)	The amounts reported in this column reflect contributions made by our NEOs under the NQDC Plan during fiscal year 2018. These amounts are separately included in the "Summary Compensation Table" above, and do not reflect amounts in addition to those amounts.

(2)	The amounts reported in this column reflect contributions made by us to our NEOs under the NQDC Plan during fiscal year 2018. These amounts are separately included in the "Summary Compensation Table" above, and do not reflect amounts in addition to those amounts.

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

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

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

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

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

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

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

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(1)	The stock awards reflect all of the performance-based and time-based RSUs that remained outstanding as of March 31, 2018, including: (i) the time-based RSUs granted in fiscal year 2017, (ii) the 2018 Time-Based RSUs, (iii) the 2018 Annual PSUs, and (iv) certain additional time-based RSUs granted in fiscal years 2016 and 2017 as discretionary or new-hire awards.

(2)	The option awards reflect the 2017 LTIP NQSOs and 2018 LTIP NQSOs.

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

(2)	Mr. Martinez resigned as Chairman of our Board in September 2017, and as a member of our Board in October 2017. This amount includes $83,333 paid to Mr. Martinez for consulting services he provided to us through May 31, 2017.

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(1)	This amount includes shares underlying all equity awards outstanding pursuant to the 2006 Plan and 2015 Plan as of March 31, 2018. For awards subject to performance-based vesting conditions, the amount reported reflects the number of shares to be issued if the relevant performance conditions are achieved.

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

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

(4)	This amount reflects the shares reserved for issuance under the 2015 Plan less the number of shares reported in the first column. This amount is subject to increase depending on our achievement with respect to certain performance conditions as discussed in footnote 1 above, and will increase to reflect any shares that are forfeited or otherwise terminated under the 2006 Plan.

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

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

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

(3)

Pursuant to applicable SEC rules, shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable on or before the date that is 60 days after June 30, 2018 are deemed outstanding for the purpose of calculating the number and percentage owned by a person, but are not deemed outstanding for the purpose of calculating the number and percentage owned by any other person.

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

(5)	An additional 593 shares previously earned by this director have been deferred pursuant to an election made under our Deferred Stock Unit Compensation Plan. These deferred shares have been excluded from the table.

(6)	An additional 6,135 shares previously earned by this director have been deferred pursuant to an election made under our Deferred Stock Unit Compensation Plan. These deferred shares have been excluded from the table.

(7)	An additional 313 shares previously earned by this director have been deferred pursuant to an election made under our Deferred Stock Unit Compensation Plan. These deferred shares have been excluded from the table.

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(8)	This information is based solely on Amendment No. 10 to Schedule 13G filed on January 19, 2018. This stockholder's business address is 55 East 52nd Street, New York, NY 10055. This stockholder has reported sole voting power with respect to 3,292,660 of such shares and sole dispositive power over all 3,360,502 shares.

(9)

This information is based solely on Amendment No. 6 to Schedule 13G filed on February 12, 2018. This stockholder's business address is 100 Vanguard Boulevard, Malvern, PA 19355. This stockholder has reported sole voting power over 35,615 of such shares, shared voting power over 3,873 of such shares, sole dispositive power over 3,159,637 of such shares and shared dispositive power over 36,702 of such shares.

(10)	This information is based solely on Amendment No. 1 to Schedule 13G filed on February 9, 2018. This stockholder's business address is 6300 Bee Cave Road, Building One, Austin, TX 78746. This stockholder has reported sole voting power over 2,307,286 of such shares and sole dispositive power over 2,351,542 of such shares.

(11)	This information is based solely Schedule 13G filed on February 8, 2018. This stockholder's business address is 280 Congress Street, Boston, MA 02210. This stockholder has reported shared voting power over 976,434 of such shares and shared dispositive power over 1,747,944 of such shares.

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•	David Powers filed a Form 4 on April 3, 2018, which reported one transaction related to shares withheld for taxes in connection with the vesting of RSUs, that was due to be reported on April 2, 2018; and

•	Thomas A. George filed a Form 4 on April 3, 2018, which reported one transaction related to shares withheld for taxes in connection with the vesting of RSUs, that was due to be reported on April 2, 2018.

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