Item 5.07 Submission of Matters to a Vote of Security Holders.
Skechers U.S.A., Inc. (the Company) held its Annual Meeting of Stockholders on May 23, 2017. At
the Annual Meeting, 333,795,352 votes were present in person or by proxy, which represented 88.0%
of the total outstanding eligible votes. The Companys stockholders elected three directors to the
Companys Board of Directors at the Annual Meeting, and voted on five additional proposals at the
Annual Meeting, as more fully described below.
Proposal No. 1 Election of Directors
The stockholders elected three director nominees who were nominated by the Board of Directors to
serve as directors of the Company for three-year terms expiring at the annual meeting of
stockholders to be held in 2020 and until their respective successors are duly elected and
qualified or until their death, resignation or removal. The following sets forth the results of
the voting with respect to each nominee:
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Director Nominee
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Votes For
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Withheld
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Geyer Kosinski
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329,786,397
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4,008,955
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Richard Rappaport
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332,333,965
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1,461,387
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Richard Siskind
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312,509,603
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21,285,749
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Proposal No. 2 Proposal to Conduct Non-Binding Advisory Vote to Approve the Compensation of the
Named Executive Officers
The stockholders voted, in a non-binding advisory vote, to approve the compensation of the
Companys Named Executive Officers. There were 326,665,629 votes, or 97.9% of the total number of
votes cast, for this proposal, with 6,709,854 votes against it and 419,869 votes abstaining.
Proposal No. 3 Proposal to Conduct Non-Binding Advisory Vote on the Frequency of Future Advisory
Votes to Approve the Compensation of our Named Executive Officers
The stockholders voted, in a non-binding advisory vote, to conduct future non-binding advisory
votes to approve the compensation of the Companys Named Executive Officers every three years.
There were 263,466,568 votes, or 78.9% of the total number of votes cast, to conduct non-binding
advisory votes to approve the compensation of the Named Executive Officers every three years, with
69,832,329 votes cast to conduct them every year and 122,494 votes cast to conduct them every two
years, and 373,961 votes abstaining.
Proposal No. 4 Proposal to Approve the 2017 Incentive Award Plan
The stockholders voted for this proposal approving the Companys 2017 Incentive Award Plan. There
were 312,328,070 votes, or 93.6% of the total number of votes cast, for this proposal, with
21,034,560 votes against it and 432,722 votes abstaining.
Proposal No. 5 Proposal to Approve the 2018 Employee Stock Purchase Plan
The stockholders voted for this proposal approving the Companys 2018 Employee Stock Purchase Plan.
There were 331,811,137 votes, or 99.4% of the total number of votes cast, for this proposal, with
1,598,646 votes against it and 385,569 votes abstaining.
Proposal No. 6 Stockholder Proposal Requesting Policy and Report from Board of Directors
regarding Gender and Racial Diversity on the Board
The stockholders voted against approval of this proposal requesting a policy and report from the
Companys Board of Directors regarding gender and racial diversity on the Board. There were
278,346,154 votes, or 83.4% of the total number of votes cast, against this proposal, with
35,587,011 votes for it and 32,825,619 votes abstaining.