Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 10, 2020, Crocs, Inc. (the "Company") held its 2020 annual meeting of stockholders at which the Company's stockholders approved the Crocs, Inc. 2020 Equity Incentive Plan (the "Plan"). The Plan provides for the grant of incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and other stock-based awards. The Plan replaces the Company's 2015 Equity Incentive Plan (the "2015 Plan"), and no further awards will be made under the 2015 Plan after the effective date of the Plan. The Plan became effective immediately upon stockholder approval at the Annual Meeting.

A summary of the material terms of the Plan is set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 24, 2020 (the "Proxy Statement"). The summaries of the Plan set forth above and in the Proxy Statement are qualified in their entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 10, 2020, the Company held its 2020 annual meeting of stockholders (the "Annual Meeting") as a virtual meeting online via live audio webcast. The results of the matters submitted to a vote of the stockholders at the Annual Meeting were as follows:

(a) The nominees for election as Class III directors to serve until the 2023 annual meeting of stockholders or until their successors are duly elected and qualified, were elected based on the following votes:



 Name of Nominee      Votes For       Votes Withheld        Broker Non-Votes
Thomas J. Smach        54,776,677            1,299,072               5,593,542
Beth J. Kaplan         55,801,867              273,882               5,593,542

(b) The proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2020 was approved based on the following votes:



 Votes For        Votes Against        Votes Abstaining
  61,046,357              580,946                  41,988

(c) The proposal regarding the advisory vote to approve the compensation of the Company's named executive officers was approved based on the following votes:



 Votes For        Votes Against        Votes Abstaining        Broker Non-Votes
  55,126,493              901,945                  47,311               5,593,542

(d) The proposal to approve the Crocs, Inc. 2020 Equity Incentive Plan was approved based on the following votes:

Votes For Votes Against Votes Abstaining Broker Non-Votes


  53,873,780            2,170,400                  31,569               5,593,542

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

   Exhibit
     No.                                              Description
     10.1               Crocs, Inc. 2020 Equity Incentive Plan.

     104              Cover Page Interactive Data File (embedded within the Inline XBRL document).

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