Marcato Capital Management sued Deckers Outdoor Corp. to force it to hold its annual general meeting on December 14 and approve its board nominees in a bid for relief from change-of-control penalties.
According to Bloomberg News, the suit seeks to avoid change-of-control penalties by having Deckers’ board approve Marcato’s nominations. The suit claims Deckers could eliminate the problem by simply acknowledging Marcato’s nominees as “continuing directors,” the lawsuit said. Such a step would not suggest that the company is endorsing the dissidents.
Executive payouts could reach $36 million with a change in control, Marcato estimated in the court filing. Lenders would also be able call in a $103 million credit facility sooner than planned.
“The Deckers board is employing a scorched-earth defense of its position by delaying its annual meeting and refusing without basis to designate Marcato’s nominees as continuing directors before the vote,” Marcato said in a statement. “Deckers’ board must be held accountable for violating the core principles of corporate democracy by preventing shareholders from exercising their right to vote without suffering entirely avoidable, value destroying consequences.”
Deckers expressed concern earlier this month about engaging in a proxy contest during the winter shopping season, suggesting to the hedge fund that the meeting could be delayed.
“Our Annual Meeting of Stockholders is already scheduled for December 14, 2017,” Deckers said in a statement released to the media. “Marcato’s lawsuit is unnecessary, a distraction from our successful transformation, and a self-serving attempt to advance its own interests at the expense of all other stockholders. We will vigorously defend against Marcato’s claims and will continue to work hard on behalf of all stockholders.”
