13D Filing: Marcato Capital Management and Deckers Outdoor Corp (DECK)

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 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).

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 Issuers 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) Nominees election to the Board
by the Issuers stockholders, (b) Nominees appointment to the Board pursuant to an agreement between the Issuer and Marcato or (c) Nominees 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 Nominees 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 Nominees 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.

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 Issuers 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. McGuires 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, finders 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.

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

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