November 27, 2017 / 2:02 PM / a year ago

CORRECTED-UPDATE 1-Deckers to appoint new independent directors amid proxy fight

(Corrects number of board members in second paragraph to nine from 11)

Nov 27 (Reuters) - UGG boots maker Deckers Outdoor Corp , under pressure from activist investor Marcato Capital Management to overhaul its board, said on Monday said it would appoint at least two new independent directors by September next year.

The company said the new appointments will coincide with an equal number of retirements from the existing nine-member board.

Tensions have been rising between the footwear company and the activist hedge fund for months as Marcato urged Deckers to sell off pieces of the company, buy back shares and overhaul executive compensation.

Marcato, which has an 8.4 percent stake in Deckers, has nominated nine candidates to the board of the company, which will hold its annual shareholder meeting on Dec. 14.

The hedge fund last week said in an investor presentation it believes “immediate change is needed at the Board level as a result of the incumbent directors’ lack of urgency and failure to provide proper oversight of management.”

Deckers said on Monday, “these new directors are intended to increase Board diversity and reduce the average tenure of independent directors.”

Marcato was not immediately available for comment.

Marcato comes into the election with strong credentials – having won a proxy contest at Buffalo Wild Wings earlier this year and boasting some of the strongest returns in the hedge fund industry this year.

But the strategy of trying to replace Decker’s entire board may also be risky, analysts said, noting that institutional investors are often willing to give management more time to repair problems and unwilling to throw out all directors. (Reporting by Gayathree Ganesan in Bengaluru and Svea Herbst; Editing by Savio D’Souza)

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