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A:	Audit

C:	Compensation

CG:	Corporate Governance

•	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 sits.

•	Each director nominee is elected annually by a majority of the votes cast at the Annual Meeting.

•	Our Board of Directors recommends that you vote FOR each of the director nominees named in this 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 2017.

•	Ratification of the selection requires the vote of a majority of the shares present and entitled to vote at the Annual Meeting.

•	Our Board of Directors recommends that you vote FOR this 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".

•	Below is a summary of the key elements and other features of our executive compensation program.

•	Advisory approval of the proposal requires the vote of a majority of the shares present and entitled to vote at the Annual Meeting.

•	Our Board of Directors recommends that you vote FOR this Proposal No. 3 because it believes that our compensation policies and practices are effective in achieving our goals of appropriately incentivizing and paying for financial and operating performance, and aligning our executives' interests with those of our stockholders.

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In February 2014, our Board of Directors approved a change in our fiscal year end from December 31 to March 31 to better align with our business and trends in our industry. As a result, our 2015 fiscal year ran from April 1, 2014 to March 31, 2015, or fiscal year 2015. In addition, we had a transition period from January 1, 2014 to March 31, 2014, which we sometimes refer to as the 2014 Transition Period or 2014T, and our 2016 fiscal year ran from April 1, 2015 to March 31, 2016, or fiscal year 2016.

•	In May 2016, Angel R. Martinez announced his retirement as Chief Executive Officer of our Company. He continues to serve as Chairman of our Board of Directors in a non-executive capacity.

•	David Powers, who previously served as our President, was appointed Chief Executive Officer effective June 1, 2016 and was selected to serve as a member of our Board.

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•	Elect 10 director nominees to serve until the Annual Meeting of Stockholders to be held in 2017, or until their successors are elected and duly qualified (Proposal No. 1);

•	Ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2017 (Proposal No. 2); and

•	Approve, on a non-binding advisory basis, the compensation of our Named Executive Officers, as disclosed in the section of this Proxy Statement titled "Compensation Discussion and Analysis" (Proposal No. 3).

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Election of Directors (Proposal No. 1) - Our Board of Directors has adopted a majority voting standard for uncontested director elections. This means that each director nominee in an uncontested election will be elected by a majority of the votes cast by the shares present virtually or represented by proxy at the Annual Meeting and entitled to vote on the election of directors (assuming that a quorum is present). 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. A "majority of the votes cast" means that the number of votes "FOR" a nominee for director must exceed 50% of the total votes cast in the election of directors. A "WITHHOLD AUTHORITY" vote with respect to a director nominee will not count as votes cast for that nominee. In a contested election, directors shall be elected by a plurality of the votes cast by the shares present virtually or represented by proxy at the Annual Meeting and entitled to vote on the election of directors.

•	Ratification of Selection of Accounting Firm (Proposal No. 2) - Ratification of the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2017 will require the affirmative vote of a majority of the shares present virtually or represented by proxy at the Annual Meeting and entitled to vote on the matter (assuming that a quorum is present).

•	Advisory Vote on Executive Compensation (Proposal No. 3) - Approval, on a non-binding advisory basis, of the compensation of our Named Executive Officers will require the affirmative vote of a majority of the shares present virtually or represented by proxy at the Annual Meeting and entitled to vote on the matter (assuming that a quorum is present).

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Abstentions - You may "WITHHOLD AUTHORITY" to vote for one or more nominees for director and may "ABSTAIN" from voting on one or more of the other matters to be voted on at the Annual Meeting. 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. With respect to Proposal No. 1, shares for which authority is withheld will not be included in the total number of votes cast, and thus will have no effect on the outcome of the vote on this proposal. With respect to Proposal Nos. 2 and 3, shares that a stockholder abstains from voting will be included in the total number of shares present and entitled to vote on these proposals, and will have the same effect as a vote "AGAINST" these proposals.

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Broker Non-Votes - "Broker non-votes" result from shares that are held by a bank, broker, dealer or other nominee that are represented at the Annual Meeting, but with respect to which the nominee holding those shares (i) has not received instructions from the beneficial owner of the shares to vote on the particular proposal, and (ii) does not have discretionary voting power with respect to the particular proposal. Please see the question, titled "Who can vote at the Annual Meeting?" below for a discussion of beneficial ownership. Whether a nominee has authority to vote shares that it holds is determined by stock exchange rules. Nominees holding shares of record for beneficial owners generally are entitled to exercise their discretion to vote on Proposal No. 2, but do not have the discretion to vote on Proposal Nos. 1 or 3, unless they receive voting instructions from the beneficial owners of the shares. Accordingly, broker non-votes may result for Proposal Nos. 1 and 3. Broker non-votes will not be counted for purposes of determining the number of votes cast or the number of shares present and entitled to vote with respect to these proposals, and will not be counted for any purpose in determining whether these proposals have been approved. Broker non-votes will be counted for purposes of determining the presence or absence of a quorum at the Annual Meeting.

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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.

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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 virtually at the Annual Meeting unless you request and obtain a valid proxy or obtain a 16-digit control number from your nominee. Please contact your nominee directly for additional information.

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•	The name and address of the stockholder and any Stockholder Affiliate (as defined in our Bylaws) proposing to make the nomination and of the person or persons to be nominated;

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The class and number of shares of our Company that are, directly or indirectly, beneficially owned by the stockholder or any Stockholder Affiliate and any derivative positions held or beneficially held by the stockholder or any Stockholder Affiliate and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including, but not limited to, any derivative position, short position, or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Affiliate;

•	A representation that the holder is a stockholder entitled to vote his or her shares at the annual meeting and intends to vote his or her shares virtually or by proxy for the person nominated in the notice;

•	A description of all arrangements or understandings between the stockholder(s) or Stockholder Affiliate supporting the nomination and each nominee;

•	Any other information concerning the proposed nominee(s) that our Company would be required to include in the Proxy Statement if our Board of Directors made the nomination;

•	The consent and commitment of the nominee(s) to serve as a director;

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•	For each nominee, a completed and signed questionnaire, in a form provided by our Company upon written request, with respect to the background and qualification of such person being nominated and the background of any other person or entity on whose behalf the nomination is being made;

•	For each nominee, a written representation and agreement, in the form provided by our Company upon written request, with regards to any voting commitments, compensatory arrangements with a third party and compliance requirements applicable to directors of our Company;

•	A description of all agreements, arrangements and understandings between the stockholder and Stockholder Affiliate and any other person, including their names, in connection with the nominee; and

•	Whether the stockholder or any Stockholder Affiliate intends to conduct a proxy solicitation.

•	A brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the meeting;

•	The name and address of the stockholder and any Stockholder Affiliate proposing such business;

•	The class and number of shares of our Company that are, directly or indirectly, beneficially owned by the stockholder and any Stockholder Affiliate;

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Any derivative positions held or beneficially held by the stockholder and any Stockholder Affiliate, and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including, but not limited to, any derivative position, short position, or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Affiliate with respect to our securities;

•	A description of all agreements, arrangements and understandings between such stockholder or any Stockholder Affiliate and any other person or persons (including their names) in connection with the proposal of such business by such stockholder;

•	Any material interest of the stockholder or any Stockholder Affiliate in such business; and

•	Whether the stockholder or any Stockholder Affiliate intends to conduct a proxy solicitation.

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•	Personal and professional integrity

•	Good business judgment

•	Relevant experience and skills

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•	Ability to be an effective director in conjunction with the full Board of Directors in collectively serving 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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•	Industry Experience - Extensive experience in the footwear industry, including serving as Chief Executive Officer of our Company, and Chief Executive Officer and Vice Chair of Keen, LLC, an outdoor footwear manufacturer. Also served in a variety of positions at Reebok International Ltd. and as Chief Executive Officer and President of The Rockport Company, a subsidiary of Reebok.

•	Entrepreneurial - During his tenure at Keen, LLC, successfully established this incipient brand for future growth.

•	Sales and Marketing Experience - Served as Executive Vice President and Chief Marketing Officer of Reebok International Ltd., a global athletic brand that sells and markets sports and lifestyle products.

•	International Experience - Held key management roles at Reebok International Ltd., Keen LLC and the Company during periods of international expansion.

•	Luxury/Premium Branding Experience - 11 years of experience with the UGG brand, a premier brand in luxurious comfort footwear, handbags, apparel, and cold weather accessories. Participated in the acquisition of the Ralph Lauren Footwear brand, which was managed as a subsidiary of The Rockport Company.

•	Retail Experience and Distribution/Logistics Experience - Owned and operated his own retail stores. While President of The Rockport Company, oversaw retail evolution for the brand, including opening over 50 brand stores. Involved in management of supply chain and distribution channels during his many years of industry experience.

•	Public Company Management Experience - Served as Chief Executive Officer of our Company for 11 years.

•	Risk Oversight Experience - 18 years of experience as a corporate director with risk oversight responsibilities.

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High Level of Financial Literacy and Experience - Currently serves as a member of The Learning Network, Inc.'s Compensation Committee. He previously served as a member and as Chairman of our Audit Committee. In addition to the positions listed above, 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 Experience - Extensive experience in risk oversight as a former member and the former Chairman of our Audit Committee and former Chair of the Audit Committee of National Technical Systems, Corp.

•	Industry Experience - 16-year directorship at our Company.

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Public Company Management Experience - On the board, Chief Executive Officer and Chief Operating Officer of The Learning Network, Inc. Previously employed by The Sports Club Company, which was previously listed on the American Stock Exchange, where he was Chief Executive Officer and a director from July 1999 to February 2000 and was 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 Experience - Involved in several different capacities at The Sports Club Company, a company which markets clubs to affluent, health conscious individuals.

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•	High Level of Financial Literacy and Experience - In addition to the Chief Executive Officer and director positions discussed above, served as Chief Financial Officer of Patagonia, Inc., a specialty outdoor apparel and equipment manufacturer. Also holds a B.A. in Economics from Connecticut College and an MBA from the University of Southern California.

•	Risk Oversight Experience - Serves as a member of the Audit Committee and serves on the board of The Directors' Organization Ltd. and Performance Sports Group, Ltd.

•	Luxury/Premium Branding Experience - In addition to serving as Chief Executive Officer of Coyuchi, Inc., served as Chief Executive Officer of Smith & Hawken, Ltd., a specialty gardening retailer between 1999 and 2001.

•	Industry Experience - Served as Chief Operating Officer and Chief Financial Officer of Patagonia, Inc. when footwear was introduced as a product of the company.

•	Distribution/Logistics Experience - As Chief Executive Officer of Coyuchi, Inc., Chief Executive Officer of Smith & Hawken, Ltd, and Chief Operating Officer of Patagonia, Inc. gained extensive experience in management of supply chain and distribution issues.

•	Sales and Marketing Expertise - Sales teams reported directly to Ms. Barsa in her roles at Patagonia Inc., Smith & Hawken, Ltd and Coyuchi, Inc. Direct sales and marketing experience as Chief Executive Officer of Investors' Circle and founder of HeadStart Custom Helmets.

•	Retail Experience - Executive experience at Patagonia, Inc., Smith & Hawken, Ltd. and Coyuchi, Inc., all companies with an important retail component.

•	Entrepreneurial - Has served in a variety of leadership positions for several companies during periods of expansion, including serving as Chief Executive Officer of Embark Stores, Inc., a start-up pet supplies retailer between May 2007 and February 2008.

•	Entrepreneurial - Expertise in building technology companies.

•	High Level of Financial Literacy and Experience - Has held numerous senior management positions with other leading companies, including Chief Executive Officer at Magellan Corporation.

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

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

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•	International Experience - Was the Executive Vice President and General Manager, Consumer Business, while at SanDisk Corporation, a global multi-billion dollar company.

•	Risk Oversight Experience - Currently serves as a member of our Audit Committee and has over 9 years of experience as a corporate director with risk oversight responsibilities.

•	Technology (Consumer, Cybersecurity, Big Data, Social) - Extensive experience in technology-based companies including sales, marketing, engineering and directorships.

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High Level of Financial Literacy and Experience - In addition to Mr. Devine's experiences at Coach, Inc. and as a director, prior to joining Coach, Inc. served as Chief Financial Officer and Vice President-Finance of Mothers Work, Inc. from February 2000 until November 2001. From 1997 to 2000, was Chief Financial Officer of Strategic Distribution, Inc., a Nasdaq-listed industrial store operator. From 1995 to1997, was Chief Financial Officer at Industrial System Associates, Inc., and for the prior 6 years was the Director of Finance and Distribution for McMaster-Carr Supply Co. Holds a Bachelor of Science degree in Finance and Marketing from Boston College and an MBA in Finance from the Wharton School of the University of Pennsylvania.

•	Public Company Management Experience - Experience at Coach, Inc. involved managing a public company during a period of high growth.

•	Risk Oversight Experience - 10 years of experience as a corporate director with risk oversight responsibilities.

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

•	Industry Experience - 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 Experience and Retail Experience - Involved in supply chain and wholesale and retail distribution channels while at Coach, Inc.

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

•	Entrepreneurial - Involved in the formation of a myriad of different successful business enterprises, from music to apparel. From 1990 to 2003, served as an executive with Chartwell Partners, LLC, a family owned boutique investment and holding company specializing in the entertainment, media and real estate industries.

•	Industry Experience - Experience in apparel and has been a director of our Company for 11 years.

•	Sales and Marketing Experience - Experience with designing and implementing marketing and sales plans in the music industry, internet retail, real estate industry and the sports apparel industry.

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•	Risk Oversight Experience - In addition to the director and management experiences discussed above, from 1984 to 1990, served as in-house counsel at Triad Artists, Inc., one of the then premier talent agencies in the world, and prior to that, from 1982 to 1984, he practiced law as an attorney in California.

•	Public Company Management Experience - Member of our Board of Directors since 2005. From 1992 to 2007, Mr. Perenchio was a director of Univision Communications Inc., the leading Spanish-language media company in the United States.

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

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

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

•	International Experience - While filling leadership roles at The Timberland Company, Mr. Powers led worldwide retail merchandising, marketing, visual and store design, and oversaw European Retail Operations.

•	Public Company Management Experience - Leadership roles have all been at public companies. During the last year, Mr. Powers served as the Company's President with global responsibilities and oversight.

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Public Company Management Experience - As the former president of Tiffany & Co., oversaw retail sales in Tiffany 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 Experience - Tiffany & Co. is a jeweler and specialty retailer whose principal merchandise offering is fine jewelry.

•	Distribution/Logistics Experience and Retail Experience - At Tiffany & Co., involved in supply chain, retail and other distribution channels.

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

•	Risk Oversight Experience - 21 years of experience as a corporate director with risk oversight responsibilities.

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•	Public Company Management Experience - Joined The Gap Inc. (NYSE: GPS) in 1992 and served for 16 years in numerous leadership roles including Chief Administrative Officer, Chief Legal Officer and corporate secretary.

•	Distribution/Logistics Experience and Retail Experience - Involved in retail and other distribution channels and supply chain while at The Gap Inc. and as a consultant.

•	International Experience—Involved with global brands with worldwide operations while at The Gap Inc. and as a consultant.

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Industry Experience and Luxury/Premium Branding Experience - Gained experience in footwear, apparel and accessories at The Gap Inc., Charlotte Russe Holdings, Inc. and through consulting business. The 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.

•	Risk Oversight Experience - In addition to her other leadership roles at The Gap Inc., Ms. Shanahan served as Chief Compliance Officer and Chief Legal Officer where she oversaw the global corporate risk committee as well as the global governance and compliance organization.

•	Industry Experience - Over 25 years of experience in brand management, digital strategy and execution.

•	Financial Literacy and Experience - Leads strategy, business development and revenue growth plans for large partners using Google, Inc. products.

•	Entrepreneurial - Served as President, Chief Operating Officer, and Co-Founder of Nia Enterprises, a web-based company.

•	Sales and Marketing Experience - Sales, marketing, global pricing and online advertising experience.

•	International Experience - Currently the Vice President, Partner Business Solutions, Americas at Google, Inc. and has worked for Chrysler Group and IBM Corporation, which are multi-billion dollar global companies.

•	Public Company Management Experience - Strategic planning, operational large scale (multi-billion). 10-year management career at IBM Corporation.

•	Technology (Consumer, Cybersecurity, Big Data, Social) - Extensive experience in technology-based companies including sales, marketing, digital strategy and execution, online advertising and global pricing.

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•	reviewing and discussing with management, the 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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•	No amounts were earned by our Named Executive Officers under our Cash Incentive Award in fiscal year 2016;

•	2016 NSU Equity Incentive Plan Awards were not earned; and

•	2016 LTIP Equity Incentive Awards are not expected to be earned as of March 31, 2016.

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(1)	For each year, Realized Pay includes the following: Base Salary actually paid, Annual Cash Incentive Award actually paid, All Other Compensation actually paid, and for the Equity Incentive Awards as follows:

•	2013 Equity Value:

•	2013 NSUs: (i) 9,333 shares vested on December 15, 2014 at a price of $95.49, (ii) 9,334 shares vested on December 15, 2015 at a price of $49.74, plus (iii) 9,333 earned but unvested shares at a price of $59.91.

•	2013 LTIP: As of March 31, 2016 the 2013 LTIP was not earned and therefore is not included above.

•	2015 Equity Value:

•	2015 NSUs, which were earned at 88.9% of target, are included above as follows: (i) 5,511 shares vested on March 31, 2016 at a price of $59.91, and (ii) 11,021 earned but unvested shares at a price of $59.91.

•	2015 LTIP, is not deemed probable to vest as of March 31, 2016 and therefore is not included above.

•	2016 Equity Value:

•	2016 NSUs, were not earned and therefore are not included above.

•	2016 LTIP, is not deemed probable to vest as of March 31, 2016 and therefore is not included above.

(2)	Stock Price at fiscal year end is determined as of the last day of the fiscal year end for each year which was December 31, 2013, March 31, 2015 and March 31, 2016.

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(1)

In order to receive any payments under the Annual Cash Incentive Plan, an EBITDA gate of at least $276 million was required to be achieved. In addition, in order to receive the Company Profit Portion of the award, a Revenue gate of at least $1,927 billion was required to be achieved. These gates were selected by the Committee based on a number of factors, including our long term strategic plan and our financial performance during the previous fiscal year.

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•	Service related vesting conditions over three years following the achievement of the performance criteria.

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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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•	401(k) defined contribution plan;

•	401(k) plan Company match of 50% of each eligible participant's tax-deferred contributions on up to 6% of eligible compensation on a per payroll period basis, with a true-up contribution if such eligible participant is employed by our Company on the lst day of the calendar year;

•	Premiums for long-term disability insurance and life insurance;

•	Health and welfare benefit plans;

•	Relocation expenses for new hires;

•	Standard employee product discounts; and

•	NEOs and certain other senior executives are eligible to contribute to our Nonqualified Deferred Compensation Plan, or NQDC Plan. The plan is described in further detail in the section of this Proxy Statement titled "Nonqualified Deferred Compensation".

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•	Our compensation program consists of both guaranteed pay (salary, benefits and perquisites) and at-risk pay (Annual Cash Incentive Plan and Equity Incentive Awards) and the Committee reviews this mix annually.

•	The performance goals relating to our Annual Cash Incentive Plan involve a mix of Company performance goals.

•	Amounts paid under our Annual Cash Incentive Plan are capped at 200% of target.

•	Our compensation program encourages executive retention through long-term time-based vesting provisions.

•	We have adopted stock ownership guidelines, which ensures that the interests of our executive officers and directors are aligned with our stockholders.

•	Our cash and equity incentive-based awards are subject to clawback provisions.

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

•	The Committee retains ultimate oversight over the compensation of our NEOs and retains the ability to use discretion where appropriate.

•	The Committee balances between corporate, business unit, and individual performance in our compensation program, as well as balancing between short-term and long-term goals.

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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 the Annual Report. In accordance with applicable SEC rules, for those awards that are subject to the satisfaction of performance conditions, the amounts reported reflect the fair value at the grant date based upon the probable outcome of such conditions.

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•	2013 LTIP Awards: $2,535,600 for Angel Martinez, $887,460 for David Powers, and $633,900 for Thomas George. 2013 LTIP RSU awards were deemed probable to vest at 50% at the date of grant and therefore are included in the table above at grant date fair value. As of March 31, 2016, the performance conditions relating to the 2013 LTIP awards were not met and the awards were cancelled.

•	2013 NSU Awards: $1,559,320 for Angel Martinez, $835,350 for David Powers, and $918,885 for Thomas George. 2013 NSU awards were deemed probable to vest at 100% at the date of grant and therefore are included in the table above at grant date fair value. The 2013 NSU awards were actually earned at 100% of target.

•	No equity awards were granted during the 2014 Transition Period.

•	2015 NSU Awards: $1,599,986 for Angel Martinez, $460,002 for David Powers, and $320,032 for Thomas George. 2015 NSU awards were deemed probable to vest at 100% at the date of grant and therefore are included in the table above at grant date fair value. The 2015 NSU awards were actually earned at 88.9% of target.

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2015 LTIP Awards: $4,800,037 for Angel Martinez, $1,380,097 for David Powers, and $960,007 for Thomas George. The achievement of the performance conditions relating to the 2015 LTIP RSU awards was deemed probable at the date of grant and therefore are included in the table above at grant date fair value. As of March 31, 2016, the performance conditions related to the 2015 LTIP awards are not probable of being achieved and therefore the awards are not expected to be earned.

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2016 NSU Awards: $1,800,003 for Angel Martinez, $1,000,027 for David Powers, $339,973 for Thomas George, and $299,963 for David Lafitte. The achievement of the performance condition relating to the 2016 NSU awards was deemed probable at the date of grant and therefore these awards are included in the table above at grant date fair value. As of March 31, 2016, it was determined that the performance conditions relating to the 2016 NSU awards were not met and the awards were cancelled.

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2016 LTIP Awards: $5,399,995 for Angel Martinez, $2,999,997 for David Powers, $1,020,019 for Thomas George, $899,999 for David Lafitte, and $899,999 for Stefano Caroti. The achievement of the performance conditions relating to the 2016 LTIP RSU awards was deemed probable at the date of grant and therefore are included in the table above at grant date fair value. As of March 31, 2016, it is not probable that the performance conditions related to the 2016 LTIP awards will be achieved and therefore the awards are not expected to be earned.

(2)

The amounts in this column reflect the amount of the cash bonuses paid to the Named Executive Officers under the Annual Cash Incentive Plan, which is discussed in further detail under the heading "Annual Cash Incentive Compensation" above. For fiscal year 2015, the Annual Cash Incentive Plan compensation was multiplied by 1.25 to address the change in fiscal year from December 31 to March 31, and no separate Annual Cash Incentive Plan compensation was paid out with respect to the 2014 transition period.

(3)	The amounts in this column reflect 401(k) matching contributions and life insurance premiums paid for the benefit of the Named Executive Officers, except where otherwise noted.

(4)	On May 31, 2016, Mr. Martinez retired from his position as Chief Executive Officer, although he continues to serve as Chairman of our Board. Refer to the section of this Proxy Statement titled "Separation of Employment with Angel R. Martinez" for additional information.

(5)	Mr. Lafitte joined us in February 2015 as Chief Operating Officer. The bonus amount reflects a one-time cash sign on bonus paid at hire.

(6)	Mr. Caroti joined us in November 2015 as President of Omni Channel. The bonus amount reflects a one-time cash sign on bonus paid at hire.

(7)	Amount includes relocation expenses of $35,641.

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(1)	All awards granted on June 26, 2015 were NSU Awards. All awards granted on November 18, 2015 were LTIP Awards. The award granted on November 4, 2015 was a time-based RSU Award.

(2)	Refer to the section of this Proxy Statement titled "Annual Cash Incentive Compensation" for further discussion of the terms of the 2016 Annual Cash Incentive Plan. No cash incentive payments were earned by the Named Executive Officers under the 2016 Annual Cash Incentive Plan.

(3)	All grants awarded prior to September 2015 were made under the 2006 Stock Incentive Plan, or 2006 Plan. All grants awarded after September 2015 were made under the 2015 Plan.

(4)	Amounts reported reflect the fair value based upon the probable outcome of the performance conditions at grant date.

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(1)	All SARs that remain outstanding were granted on May 9, 2007. LTIP SARs may vest subject to the satisfaction of long-term performance objectives and long-term service conditions. Provided the service conditions are met, the remaining 20% of the unearned 2007 LTIP SAR awards will vest on December 31, 2016.

(2)	The amounts in this column reflect the closing price of our Common Stock on March 31, 2016, which was $59.91.

(3)

This column includes 2007 LTIP RSUs (at the 100% maximum amount), 2015 LTIP RSUs (at the 200% maximum amount) and 2016 LTIP RSUs (at the 200% maximum amount) granted on May 9, 2007, September 18, 2014 and November 18, 2015, respectively, the vesting of which are subject to the satisfaction of long-term performance and service conditions. Provided the performance and service conditions are met, the 2007 LTIP RSU awards will vest on December 31, 2016, the 2015 LTIP awards will vest on March 31, 2017, and the 2016 LTIP awards will vest on March 31, 2018. Refer to the section of this Proxy Statement titled "Grants of Plan Based Awards in 2016" for more information.

(4)

Consists of (i) 9,333 NSUs, which represents 33.3% of the NSUs granted on March 29, 2013, which shares vest on December 15, 2016; and (ii) 11,021 NSUs, which represents 66.7% of NSUs granted on June 27, 2014, which shares vest 33.3% on March 31 of 2017 and 2018. The NSUs granted on June 27, 2014 are included based on the amount actually earned. NSUs granted on June 26, 2015 are excluded because the performance conditions for those awards were not met.

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(5)

Consists of (i) 3,333 NSUs, which represents 33.3% of the NSUs granted on March 29, 2013, which shares vest on December 15, 2016; and (ii) 3,169 NSUs, which represents 66.7% of the NSUs granted on June 27, 2014, which shares vest 33.3% on March 31 of 2017 and 2018. The NSUs granted on June 27, 2014 are included based on the amount actually earned. NSUs granted on June 26, 2015 are excluded because the performance conditions for those awards were not met.

(6)

Consists of (i) 5,500 NSUs, which represents 33.3% of the NSUs granted on March 29, 2013, which shares vest on December 15, 2016; and (ii) 2,205 NSUs, which represents 66.7% of the NSUs granted on June 27, 2014 which shares vest 33.3% on March 31 of 2017 and 2018. The NSUs granted on June 27, 2014 are included based on the amount actually earned. NSUs granted on June 26, 2015 are excluded because the performance conditions for those awards were not met.

(7)	Consists of 8,701 time-based RSUs, which represents 66.7% of the RSUs granted on February 2, 2015, which shares vest 33.3% on February 2, 2017 and 2018. NSUs granted on June 26, 2015 are excluded because the performance conditions for those awards were not met.

(8)	Consists of 4,528 time-based RSUs, which represents 100% of the RSUs granted on November 4, 2015, which shares vest 33.3% on November 15, 2016, 2017, and 2018.

(9)	Consists of (i) 7,500 2007 LTIP RSUs at the 100% maximum level; (ii) 48,950 2015 LTIP RSUs at the 200% maximum level; and (iii) 107,892 2016 LTIP RSUs at the 200% maximum level.

(10)	Consists of (i) 14,074 2015 LTIP RSUs at the 200% maximum level; and (ii) 59,940 2016 LTIP RSUs at the 200% maximum level.

(11)	Consists of (i) 9,790 2015 LTIP RSUs at the 200% maximum level; and (ii) 20,380 2016 LTIP RSUs at the 200% maximum level.

(12)	Consists of 17,982 2016 LTIP RSUs at the 200% maximum level.

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(1)	Total shares received net of shares withheld for taxes were: 24,410 for Angel R. Martinez; 4,118 for David Powers; 6,198 for Thomas A. George; and 2,642 for David Lafitte.

(2)	The amounts in this column reflect 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 plan. Such amounts are separately reported 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 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.

•	payment of his or her then effective 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 one and one-half times 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 period of eighteen 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)	Represents grants of 426 shares of Common Stock at a per share price of $74.00 on June 15, 2015, 502 shares of Common Stock at a per share price of $62.80 on September 15, 2015, 619 shares of Common Stock at a per share price of $49.74 on December 15, 2015, and 546 shares of Common Stock at a per share price of $56.58 on March 15, 2016.

(2)	Amounts of compensation received on June 15, 2015, September 15, 2015 and December 15, 2015 were deferred until January 4, 2016. Amount of compensation received on March 15, 2016 is being deferred until January 2, 2017. All amounts were/are being deferred pursuant to such director's election under the Deferred Stock Unit Compensation Plan.

(3)	Amounts of compensation received on June 15, 2015, September 15, 2015 and December 15, 2015 were deferred until January 1, 2019. All amounts were/are being deferred pursuant to such director's election under the Deferred Stock Unit Compensation Plan.

(4)	Mr. Martinez received compensation as President and Chief Executive Officer of our Company for fiscal year 2016 as set forth in the "Summary Compensation Table". He did not receive any compensation as a director in fiscal year 2016. Mr. Martinez will be entitled to receive an annual cash retainer fee of $160,000 for continued service as our non-executive Chairman of the Board.

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(1)

This amount includes shares underlying SARs, RSUs and NSUs outstanding pursuant to the 2015 Plan as of March 31, 2016. For awards subject to performance-based vesting criteria, the amount reported reflects the number of shares to be issued if the "maximum" performance level is achieved. However, we have determined that it is not probable that the "maximum" performance level will be achieved for certain awards. Assuming the "maximum" performance levels are not obtained for each of the outstanding awards, and assuming instead that the "target" performance levels are obtained, the amount reported would be decreased by 188,533 shares, and the amount shown in column (3) would be increased by an equal number of shares. Thus, the reported amount may significantly overstate the number of shares that are subject to outstanding awards under the 2015 Plan. Refer to the section of this Proxy Statement titled "Equity Incentive Plan Compensation" for additional information.

(2)	This amount reflects the weighted-average exercise price of the outstanding SARs, 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 RSUs or NSUs, which have no exercise price.

(3)	This amount reflects the shares reserved for issuance under the 2015 Plan less the number of shares reported in column (1). This amount is subject to increase depending on our achievement with respect to certain performance criteria 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% of our total outstanding Common Stock.

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

(2)	Unless otherwise noted, our Company believes that each individual or entity named has sole investment and voting power with respect to the shares of Common Stock indicated as beneficially owned by them, subject to community property laws, where applicable.

(3)

Pursuant to Rule 13d-3(d)(1) of the Exchange Act, shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable on or before the date that is 60 days after May 31, 2016 are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but not deemed outstanding for the purpose of calculating the number and percentage owned by any other person listed.

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(4)	Includes exercisable SARs of 400,000.

(5)	These shares are held by the Gibbons Living Trust. Mr. Gibbons has joint voting and investment power over these shares.

(6)	The receipt of 8,445 and 546 additional shares has been deferred until future years by Ms. Shanahan and Mr. Gibbons, respectively, pursuant to such director's election under the Deferred Stock Unit Compensation Plan.

(7)	This information is based solely on a Schedule 13G/A filed by the party on March 10, 2016, whose business address is 245 Summer Street, Boston, MA 02210. FMR LLC, which identifies itself as a parent holding company, has sole voting power over 1,055,462 shares and sole dispositive power over 3,448,162 shares.

(8)	This information is based solely on a Schedule 13G/A filed by the party on January 26, 2016, whose business address is 55 East 52nd Street, New York, NY 10055. BlackRock, Inc., which identifies itself as a parent holding company, has sole voting power over 2,980,340 shares and sole dispositive power over 3,081,532 shares.

(9)	This information is based solely on a Schedule 13G filed by the party on February 5, 2016, whose business address is 30 Rockefeller Plaza, New York, NY 10112. Lazard Asset Management LLC has sole voting power over 1,067,549 shares and sole dispositive power over 2,667,502 shares.

(10)	This information is based solely on a Schedule 13G/A filed by the party on February 9, 2016, whose business address is 1800 Bayberry Court, Suite 301, Richmond, VA 23226. The London Company has sole voting and dispositive power over 2,186,937 shares and shared dispositive power over 185,965 shares.

(11)	This information is based solely on a Schedule 13G/A filed by the party on February 10, 2016, whose business address is 100 Vanguard Blvd., Malvern, PA 19355. The Vanguard Group has sole voting power over 58,993 shares, sole dispositive power over 2,121,673 shares and shared dispositive power over 58,817 shares.

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•	David E. Lafitte filed a Form 4 on February 5, 2016, which reported one transaction related to the sale of our Common Stock, that was due to be reported on February 4, 2016.

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•	Attract, incentivize and retain key executives;

•	Align executives' interests with those of our stockholders;

•	Pay for performance; and

•	Reward achievement of short-term and long-term goals.

•	No amounts were earned by our Named Executive Officers under our Cash Incentive Award in fiscal year 2016;

•	2016 NSU Equity Incentive Plan Awards were not earned; and

•	2016 LTIP Equity Incentive Awards are not expected to be earned as of March 31, 2016.

•	Providing both cash and equity awards and an appropriate mix of these awards;

•	Establishing performance goals to reflect Company-wide financial and operating performance;

•	Requiring achievement of long and short-term Company goals before payment of certain compensation elements; and

•	Including reasonable vesting provisions for our equity awards.

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