Use these links to rapidly review the document
TABLE OF CONTENTS

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

 

---

Table of Contents

Crocs, Inc.

7477 East Dry Creek Parkway
Niwot, Colorado 80503

---

NOTICE OF THE 2013 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 12, 2013

---

To the Stockholders of Crocs, Inc.:

We will hold the 2013 Annual Meeting of Stockholders of Crocs, Inc. at the St. Julien Hotel, 900 Walnut Street, Boulder, Colorado, on June 12, 2013 at 2:00 p.m. Mountain Time.

The meeting's purpose is to:

1.

elect three Class II directors;



2.

ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2013;



3.

hold an advisory vote to approve the compensation of our named executive officers; and



4.

consider any other matters that properly come before the meeting or any postponement or adjournment thereof.

Only stockholders of record of our common stock at the close of business on April 16, 2013 are entitled to receive notice of and to vote at the meeting. Each share of common stock is entitled to one vote.

A list of the stockholders entitled to vote at the meeting will be available for examination at the meeting by any stockholder for any purpose relevant to the meeting. The list will also be available on the same basis for ten days prior to the meeting at our principal executive office, 7477 East Dry Creek Parkway, Niwot, Colorado 80503.

All stockholders are cordially invited to attend the meeting in person. Whether or not you plan to attend the meeting in person, please vote your shares as instructed in the Notice of Internet Availability of Proxy Materials, over the Internet, or by telephone after your receipt of hard copies of the proxy materials, as promptly as possible. You may also request a paper proxy card, which will include a reply envelope, to submit your vote by mail, as described in the Notice of Internet Availability of Proxy Materials. Stockholders who are present at the Annual Meeting may withdraw their proxy and vote in person if they so desire.

Niwot, Colorado
April 17, 2013

---

Table of Contents

TABLE OF CONTENTS

---

Table of Contents

Crocs, Inc.

7477 East Dry Creek Parkway
Niwot, Colorado 80503

2013 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

This proxy statement will first be made available to stockholders on or about April 17, 2013. It is furnished to stockholders of Crocs, Inc., a Delaware corporation ("we," "us," or "our"), in connection with the solicitation of proxies by our Board of Directors. The proxies being solicited will be voted at the 2013 Annual Meeting of Stockholders (the "Annual Meeting"), to be held on June 12, 2013 at the St. Julien Hotel, 900 Walnut Street, Boulder, Colorado at 2:00 p.m. Mountain Time, or at any postponement or adjournment thereof, for the purpose of voting on the proposals as set forth herein as well as other business matters which may properly come before the meeting.

Under the rules of the Securities and Exchange Commission (the "SEC"), we are furnishing proxy materials to our stockholders on the Internet, rather than mailing printed copies. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you request one as instructed in that notice. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy materials on the Internet. This proxy statement and our 2012 annual report to stockholders are available at www.proxyvote.com.

GENERAL INFORMATION REGARDING ANNUAL MEETING

Record Date.    Stockholders of record at the close of business on April 16, 2013 are entitled to notice of, and to vote at, the Annual Meeting. On the record date, there were 88,116,235 shares of our common stock outstanding. Each such share is entitled to one vote on each matter submitted to a vote at the Annual Meeting.

Quorum Requirements.    A quorum is required to conduct business at the Annual Meeting. The holders of a majority of the outstanding shares entitled to vote generally in the election of directors must be present in person or by proxy at the Annual Meeting in order for a quorum to exist. Abstentions and broker non-votes count as present for purposes of determining a quorum. A broker non-vote occurs when a broker returns a proxy card but does not vote on one or more matters because the broker does not have the authority to do so without instructions from the beneficial owner. Shares represented by proxies that are marked withhold with respect to the election of our Class II directors will be counted as present in determining whether there is a quorum.

1

---

Table of Contents

Vote Requirements.    If a quorum is present at the Annual Meeting, the following vote is required for approval of each matter to be voted on.

Election of Directors.    The three Class II director nominees receiving the highest number of "for" votes cast in person or by proxy at the Annual Meeting will be elected as directors. Proxies marked withhold and broker non-votes will have no effect on the outcome of this proposal. Cumulative voting is not permitted. See "Corporate Governance—Majority Vote Director Resignation Policy" (below) regarding director nominees who receive a greater number of votes "withheld" from their election than votes "for" such election.

Ratification of Appointment of Deloitte & Touche LLP.    The affirmative vote of the holders of a majority of the shares of our common stock present in person or by proxy and entitled to vote on the proposal is required for the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2013. Abstentions will have the effect of voting against this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Advisory Vote to Approve Named Executive Officer Compensation.    The affirmative vote of the holders of a majority of the shares of our common stock present in person or by proxy and entitled to vote on the proposal is required to approve the advisory resolution to approve the compensation of our named executive officers. Abstentions will have the effect of voting against this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Approval of all Other Proposals:    With respect to any other matters properly brought before the Annual Meeting, the affirmative vote of the holders of a majority of the shares of our common stock present in person or by proxy and entitled to vote on the proposals will be the act of the stockholders. Abstentions will have the effect of voting against these proposals. Broker non-votes will have no effect on the outcome of these proposals.

Board Recommendations.    Our Board of Directors' recommendation is set forth together with the description of each proposal. In summary, our Board of Directors recommends a vote:

•

FOR election of each of the Class II director nominees (see Proposal 1);



•

FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2013 (see Proposal 2); and



•

FOR the advisory vote to approve the compensation of our named executive officers as disclosed in this proxy statement (see Proposal 3).

Your Proxy.    Whether or not you are able to personally attend the Annual Meeting, you are encouraged to vote your shares as instructed in the Notice of Internet Availability of Proxy Materials. Shares represented by properly executed methods, and not revoked prior to the Annual Meeting, will be voted at the Annual Meeting as directed in the proxy. If no directions are specified, such proxies will be voted FOR each of the proposals described in this proxy statement and in the best judgment of the proxy holders as to other matters that may properly come before the Annual Meeting.

If your shares are held in the name of a bank or brokerage firm, your bank or broker will send you a separate package describing the procedures and options for voting your shares. You should follow the instructions provided by your bank or brokerage firm. On routine matters, such as the ratification of the appointment of our independent registered public accounting firm, your broker will vote your shares for you at his or her discretion if you do not instruct your broker how to vote. For non-routine matters, which include all other matters to be voted upon at the Annual Meeting, your broker may not vote your shares without specific voting instructions from you.

2

---

Table of Contents

Revocation.    Any stockholder giving a proxy has the power to revoke the proxy, or change the proxy, at any time before the proxy is voted at the Annual Meeting by (i) re-voting online at www.proxyvote.com, (ii) sending another properly executed proxy bearing a later date or a written notice of revocation of the proxy to Corporate Secretary, Crocs, Inc., 7477 East Dry Creek Parkway, Niwot, Colorado 80503 or (iii) voting in person at the Annual Meeting.

Cost of Proxy Solicitation.    Our Board of Directors is soliciting the proxies. We will bear the entire cost of this proxy solicitation. We have retained the services of Georgeson, Inc., a professional proxy solicitation firm, to aid in the solicitation of proxies. Georgeson, Inc. may solicit proxies by personal interview, mail, telephone, facsimile, email or otherwise. We will pay Georgeson, Inc. its customary fee, estimated to be approximately $20,000, plus reasonable out-of-pocket expenses incurred in the process of soliciting proxies. We may also reimburse brokers, custodians, nominees and other fiduciaries for normal handling charges incurred for forwarding proxy materials to beneficial owners. Solicitation of proxies may be made personally or by mail or telephone by our directors, officers and other employees, who will receive no additional compensation for such services.

---

PROPOSAL 1—ELECTION OF DIRECTORS

---

Our Board of Directors (the "Board") currently consists of eight members divided into three classes, with each director elected to a three-year term. Class I consists of Ronald L. Frasch and W. Stephen Cannon, whose terms will expire at the annual meeting to be held in 2015. Class II consists of Raymond D. Croghan, Peter A. Jacobi and Doreen A. Wright, whose terms will expire at the Annual Meeting. Class III consists of Thomas J. Smach, Jeffrey H. Margolis and John P. McCarvel, whose terms will expire at the annual meeting to be held in 2014. Under our amended and restated bylaws, each of our directors holds office until his or her successor has been elected and qualified or until such director's earlier resignation or removal.

At each annual meeting of stockholders, the successors to directors whose terms expire at such meeting will be elected, or such directors will be re-elected, and will serve from the time of election and qualification until the third annual meeting following their election or until their successors are duly elected and qualified. The current authorized number of directors is eight. The authorized number of directors may be changed by resolution of the Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Vacancies on the Board can be filled by resolution of the Board.

Upon the recommendation of the Nominating and Governance Committee, the Board has nominated Raymond D. Croghan, Peter A. Jacobi and Doreen A. Wright for re-election as Class II directors to serve for a three-year term expiring at the 2016 annual meeting of stockholders.

A stockholder cannot vote for more than three nominees. Each of the director nominees has consented to serve for a three-year term. We do not contemplate that any of the nominees will be unable to stand for election, but should any nominee become unable to serve or will not serve for any reason, all proxies (except proxies marked to the contrary) will be voted for the election of a substitute nominee as the Board may recommend.

Class II Director Nominees

Raymond D. Croghan (Class II), age 63, has served as a member of the Board since August 2004. Since 1999, Mr. Croghan has been retired. From 1991 to 1999, Mr. Croghan managed Croghan & Associates, Inc., a healthcare information technology consulting firm, which merged with Margolis

3

---

Table of Contents

Health Enterprise to form The TriZetto Group. Mr. Croghan currently serves on the boards of directors of several privately-held companies. Mr. Croghan has successfully operated and grown private companies and has served on the boards of several companies in a variety of industries. His experience successfully operating companies in different industries provides us with a unique perspective as does his board experience. In addition, Mr. Croghan is our longest serving director and has extensive knowledge of our company and its operations.

Peter A. Jacobi (Class II), age 69, has served as a member of the Board since October 2008. Mr. Jacobi was employed by Levi Strauss & Company ("Levi Strauss"), a jeans and casual wear manufacturer, from 1970 until his retirement in 1999. During his 29 years of tenure at Levi Strauss, Mr. Jacobi held various senior level positions, including President of the Men's Jeans Division, President of Global Sourcing, President of Levi Strauss International, and from 1996 until his retirement, President and Chief Operating Officer. Mr. Jacobi has extensive executive experience in the apparel industry gained through his tenure at Levi Strauss. The apparel industry is similar and complementary to the footwear industry and Mr. Jacobi has provided us significant insights from this industry. In addition, Levi Strauss is an established international brand. Mr. Jacobi's experience with a global brand has helped us as we continue to build our brand internationally.

Doreen A. Wright (Class II), age 56, has served as a member of the Board since June 2011 prior to which she served as Senior Vice President and Chief Information Officer of Campbell Soup Company from 2001 to 2008. Ms. Wright also served as Interim Chief of Human Resources for Campbell Soup Company in 2002. From 1999 to 2001, Ms. Wright served as Executive Vice President and Chief Information Officer for Nabisco Inc. Prior to that, from 1995 to 1998 Ms. Wright held the position of Senior Vice President, Operations & Systems, Prudential Investments, for Prudential Insurance Company of America, and held various positions with American Express Company, Bankers Trust Corporation and Merrill Lynch & Co. Since 2009, Ms. Wright has served on the Board of Directors of Dean Foods Company, a leading food and beverage company. She also serves on the Board of the WhiteWave Foods Company, a U.S. and European organic and plant based food and beverage company. She also serves on the Board of New Hope Arts, Inc., a regional nonprofit arts center. In addition, Ms. Wright served on the Board of Directors of Citadel Broadcasting Corporation from 2010 to 2011, where she chaired the Compensation Committee; The Oriental Trading Company from 2008 to 2011, where she served on the Audit and Compensation Committees; Yankee Candle Company from 2003 to 2007, where she served on the Compensation and Audit Committees; and Conseco, Inc. from 2007 to 2010, where she served on the Audit and Enterprise Risk Committee. Ms. Wright brings more than 30 years of leadership experience in the financial services and consumer products industries, with emphasis in the area of information technology, operations, and human resources. Ms. Wright also has extensive experience as a public company director, including service on audit, compensation and corporate governance committees.

THE BOARD RECOMMENDS A VOTE "FOR" EACH OF THE ABOVE-NAMED NOMINEES FOR DIRECTOR.

Information About Continuing Directors

Ronald L. Frasch (Class I), age 64, has served as a member of the Board since October 2006 and as our Lead Director since November 2012. Since February 2007, Mr. Frasch has served as President and Chief Merchandising Officer of Saks Fifth Avenue, a division of Saks, Incorporated, a NYSE-listed luxury fashion retailer. From November 2004 until January 2007, he held the post of Vice Chairperson and Chief Merchant of Saks Fifth Avenue. From January 2004 to November 2004, he was employed by Saks in a non-executive capacity. From April 2000 to January 2004, Mr. Frasch served as Chairperson and Chief Executive Officer of Bergdorf Goodman (a subsidiary of Neiman Marcus Group, Inc.) and served as President of GFT North America (a subsidiary of Gruppo GFT, based in Turin, Italy, a global

4

---

Table of Contents

producer, marketer and distributor of fine men's and women's clothing, sportswear and furnishings) from 1996 to 2000. Mr. Frasch also served as President and Chief Executive Officer of Escada USA from 1994 to 1996. Mr. Frasch has extensive executive expertise in the fashion retail industry, most notably demonstrated by his current position at Saks Fifth Avenue. Mr. Frasch's experience and insight into this industry is invaluable to the Board and management in understanding the consumer retail and fashion industry, including current buying trends by our wholesale customers.

W. Stephen Cannon (Class I), age 61, has served as a member of the Board since February 2009. Since 2005, he has served as the Chairperson of Constantine Cannon LLP, a law firm, and the Managing Partner of Constantine Cannon's Washington D.C. office. From 1994 to 2005, Mr. Cannon was the Senior Vice President, General Counsel and Secretary of Circuit City Stores, Inc., a retailer of consumer electronics, which, at the time, was publicly traded on the New York Stock Exchange. Prior to joining Circuit City Stores, Inc., Mr. Cannon served as a partner at the law firm of Wunder, Diefenderfer, Ryan, Cannon and Thelen and spent ten years in government service, including positions at the U.S. Department of Justice and the U.S. Senate Committee on the Judiciary. Mr. Cannon has demonstrated significant legal and business expertise through his role as general counsel of Circuit City, a public company with significant retail operations. This experience assists the Board with its risk oversight and retail expansion plans. Mr. Cannon's legal expertise also allows him to effectively chair the Nominating and Governance Committee and understand corporate governance and SEC developments.

Thomas J. Smach (Class III), age 52, has served as the Chairperson of the Board since June 2011, prior to which he was a member of the Board since April 2005. Mr. Smach is currently a co-founding partner of Riverwood Capital Management, a private equity firm. From January 2005 to June 2008, Mr. Smach served as the Chief Financial Officer of Flextronics International ("Flextronics"), a NASDAQ-listed electronics manufacturing services (EMS) provider. From April 2000 to December 2004, Mr. Smach served as Senior Vice President—Finance of Flextronics. From 1997 to April 2000, he served as the Senior Vice President, Chief Financial Officer and Treasurer of The Dii Group, Inc., an EMS provider and publicly-traded company that merged with Flextronics in early 2000 ("The Dii Group"). Mr. Smach is a certified public accountant and also serves on the Board of Directors of Lighting Science Group Corporation. Mr. Smach has extensive accounting and financial management experience having served as the chief financial officer of global public companies. In addition, Mr. Smach has significant experience with international manufacturing and business from his leadership positions at Flextronics. This experience is useful as we continue to expand our international operations. Mr. Smach is also well versed in SEC compliance and risk oversight, which makes him particularly well suited to serve as the chairperson of the Audit Committee and as the Board's Chairperson.

Jeffrey H. Margolis (Class III), age 49, has served as a member of the Board since June 2012. Mr. Margolis currently serves as Chairman of the Board and Chief Executive Officer of WellTok, Inc., a healthcare consumer engagement and social media company, and on several private company boards. From October 1999 to July 2010, he served as Chairman of the Board and Chief Executive Officer of The TriZetto Group, Inc., a healthcare information technology company, and from August 2010 to October 2011, he continued to serve as Chairman of the Board of The TriZetto Group, Inc. Mr. Margolis has extensive leadership and management experience as a founder, executive and director of several high growth companies. Mr. Margolis's significant expertise leading technology companies coupled with his entrepreneurial success provides the Board with insight on the role of technology in growing the business. Mr. Margolis's finance expertise gained through his board and management roles also makes Mr. Margolis well suited to serve on the Audit Committee.

John P. McCarvel (Class III), age 56, has served as our President and Chief Executive Officer and as a director since March 2010. Previously, Mr. McCarvel served as our Chief Operating Officer and Executive Vice President from February 2007 to March 2010, as our Senior Vice President—Global

5

---

Table of Contents

Operations from October 2005 to February 2007 and as our Vice President—Asian & Australian Operations from January 2005 to September 2005, after providing consulting services to us during 2004. From October 2001 to January 2005, Mr. McCarvel served as Vice President for the Design, Test and Semiconductor division of Flextronics, where he was responsible for building Flextronics' engineering infrastructure in Asia and growing Flextronics' business in the region. From 1999 to October 2001, he served as President of U.S. Operations and Senior Vice President of Worldwide Sales and Marketing for Singapore Technology Assembly Test Services Ltd., a semiconductor services company. He previously worked in executive level positions with Micron Custom Manufacturing Services, Inc., a manufacturer of electronic products for computing and digital applications, and The Dii Group. Mr. McCarvel has served us as an executive since 2005. He has been our Chief Operating Officer and has extensive knowledge of our day-to-day operations along with a strategic vision as our Chief Executive Officer. Mr. McCarvel's leadership, extensive knowledge of our business and previous manufacturing expertise provide significant value and insights to the Board.

---

CORPORATE GOVERNANCE

---

We are committed to maintaining sound corporate governance practices. The Board has formalized several policies, procedures and standards of corporate governance, including our Corporate Governance Guidelines, some of which are described below. We continue to monitor best practices and legal and regulatory developments with a view to further revising our governance policies and procedures, as appropriate.

Corporate Governance Guidelines.    Since 2005, the Board has had in place a set of governance guidelines, the Crocs, Inc. Corporate Governance Guidelines, which are designed to assure the continued vitality of the Board and excellence in the execution of its duties. Our Corporate Governance Guidelines establish the practices and procedures of the Board with respect to board composition and member selection, board independence, board meetings and involvement of senior management, management succession planning, board committees and the evaluation of senior management and the Board. The Board periodically reviews our Corporate Governance Guidelines and updates them as necessary to reflect improved corporate governance practices and changes in regulatory requirements. A copy of our Corporate Governance Guidelines is available on our website at www.crocs.com.

Majority Vote Director Resignation Policy.    In addition, our Corporate Governance Guidelines contain a Director Resignation Policy. Under this policy, any nominee for director who receives a greater number of votes "withheld" from his or her election than votes "for" such election is required to offer his or her resignation to the Board following certification of the stockholder vote. Within 90 days following the certification of the vote, the independent directors on the Board would consider the offer of resignation and determine whether to accept or reject the tendered resignation. This policy does not apply in contested elections.

Director Independence.    NASDAQ listing standards require that the Board consist of a majority of independent directors. The Board has determined that all of the current non-management members of the Board (Messrs. Cannon, Croghan, Frasch, Jacobi, Margolis and Smach and Ms. Wright) are independent directors as defined by NASDAQ listing standards. The Board makes a determination regarding the independence of each director annually based on relevant facts and circumstances. Applying the standards and independence criteria defined by the NASDAQ listing standards, the Board has made a subjective determination as to each independent director that no relationships exist which, in the opinion of the Board, would interfere with the exercise of his or her independent judgment in carrying out the responsibilities of a director. The independent directors of the Board regularly hold executive sessions without members of management present.

6

---

Table of Contents

Communicating with Directors.    Stockholders who wish to communicate with the Board or with specified individual directors may do so by mailing such written communication to: Corporate Secretary, Crocs, Inc., 7477 East Dry Creek Parkway, Niwot, Colorado 80503. The Corporate Secretary will review all correspondence and will forward to the Board or an individual director a summary of the correspondence received and copies of correspondence that the Corporate Secretary determines requires the attention of the Board or such individual director. The Board and any individual director may at any time request copies and review all correspondence received by the Corporate Secretary that is intended for the Board or such individual director.

Board Leadership.    The Board does not have a policy regarding separation of the roles of Chief Executive Officer and Chairperson of the Board. The Board believes it is in our best interests to make that determination based on current circumstances. The Board has determined that an independent director serving as Chairperson is in the best interests of our stockholders at this time. This structure ensures a greater role of independent directors in the active oversight of our business, including risk management oversight, and in setting agendas and establishing Board priorities and procedures. This structure also allows the Chief Executive Officer to focus to a greater extent on the management of our day-to-day operations.

In addition, in November 2012, the Board named Ron Frasch as its Lead Director. The Lead Director will preside at all meetings of the Board at which the Chairman is not present and will perform other duties assigned to him by the Chairman from time to time.

Risk Oversight.    The Board oversees our risk management activities. The Board implements its risk oversight function both as a whole and through delegation to its committees. These committees meet regularly and report back to the full Board. The Audit Committee has primary oversight responsibility with respect to financial risks as well as oversight responsibility for our overall risk assessment and risk management policies and systems. The Audit Committee oversees our procedures for the receipt, retention and treatment of complaints relating to accounting and auditing matters and oversees our management of legal and regulatory compliance systems. The Compensation Committee oversees risks relating to our compensation plans and programs. The Compensation Committee has reviewed and considered our compensation policies and programs in light of the Board's risk assessment and management responsibilities and will do so in the future on an annual basis. The Compensation Committee believes that we have no compensation policies and programs that give rise to risks reasonably likely to have a material adverse effect on us.

The Chief Legal and Administrative Officer serves as our chief compliance officer and chairs an inter-disciplinary Compliance Council which is charged with assessing and managing our legal and other compliance obligations on a global basis. The Chief Legal and Administrative Officer regularly reports to the Audit Committee regarding our legal and compliance obligations.

The Director of Internal Audit coordinates the day-to-day risk management process and reports directly to the Chief Financial Officer and to the Audit Committee. The Director of Internal Audit performs a risk assessment annually, and updates the Audit Committee at least quarterly regarding our risk analyses, assessments, risk mitigation strategies and activities. The Treasury Director updates the Audit Committee at least annually, or more frequently as needed, regarding our directors and officers insurance coverage and on matters regarding certain financial risks.

Code of Business Conduct and Ethics and Committee Charters.    We have adopted a Code of Business Conduct and Ethics that applies to all directors and employees, including our principal executive, financial and accounting officers. The Amended and Restated Code of Business Conduct and Ethics is posted on our website at www.crocs.com. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of our Code of Business Conduct and Ethics that apply to our directors and principal executive, financial and accounting officers

7

---

Table of Contents

by posting such information on our website. The Audit Committee Charter, Compensation Committee Charter, Nominating and Governance Committee Charter and Information Technology Steering Committee Charter are also available on our website at www.crocs.com. Any person may request a copy of the Code of Business Conduct and Ethics or committee charters free of charge by submitting a written request to: Corporate Secretary, Crocs, Inc., 7477 East Dry Creek Parkway, Niwot, Colorado 80503.

---

BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

---

During 2012, the Board met six times. All directors attended 75% or more of the Board's meetings and the meetings of the Board committees on which they served, except for Mr. Croghan who attended 74%. We encourage, but do not require, our directors to attend the annual meeting of stockholders. Messrs. Cannon, Frasch, Jacobi, Margolis, McCarvel and Smach and Ms. Wright attended our 2012 Annual Meeting of Stockholders.

Board Committees.    The Board has the authority to appoint committees to perform certain management and administrative functions and has established the following committees.

Audit Committee.    Messrs. Smach (Chairperson), Frasch, Cannon and Margolis are the current members of the Audit Committee. The Audit Committee met eight times in 2012. The functions of the Audit Committee include oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the performance, qualifications and independence of our independent auditors and the performance of our internal audit function. The Audit Committee is directly responsible for the appointment, retention, compensation, evaluation, termination and oversight of the work of any independent auditor engaged for the purpose of preparing or issuing an audit report or related work. The purpose and responsibilities of the Audit Committee are set forth in the Audit Committee Charter. The Audit Committee Charter can be found on our website at www.crocs.com.

All of the members of the Audit Committee are independent, as determined in accordance with NASDAQ listing standards and relevant federal securities laws and regulations. The Board has determined that Mr. Smach qualifies as an "audit committee financial expert" as defined by the applicable regulations of the SEC.

Compensation Committee.    Ms. Wright (Chairperson), Mr. Croghan and Mr. Jacobi are the current members of the Compensation Committee. The Compensation Committee, which met seven times in 2012, has overall responsibility for defining, articulating, evaluating and approving our executive officer compensation, benefits, severance, equity-based or other compensation plans, policies and programs. The Compensation Committee is also responsible for approving our Compensation Discussion and Analysis for inclusion in this proxy statement. The purpose and responsibilities of our Compensation Committee are set forth in the Compensation Committee Charter, which can be found on our website at www.crocs.com. All of the current members of the Compensation Committee are independent, as determined in accordance with NASDAQ listing standards and relevant federal securities laws and regulations.

Pursuant to its charter, the Compensation Committee has the authority to, among other things: (i) establish, monitor and approve our overall compensation and benefits strategy and philosophy; (ii) review and approve annually corporate goals and objectives relevant to the compensation of our Chief Executive Officer, and to approve the Chief Executive Officer's compensation; (iii) oversee management's decisions concerning the performance and compensation of other executive officers; (iv) oversee the compensation and benefits structure for our employees generally; (v) review and make recommendations to the Board with respect to the establishment of any new incentive compensation

8

---

Table of Contents

and equity-based plans; (vi) supervise the administration of our equity-based incentive plans, including the authorization of equity grants under such plans; (vii) review and recommend to the Board the terms of written employment agreements, post-employment consulting agreements and severance arrangements for executive officers; (viii) assist the Board in developing and evaluating potential candidates for executive officer positions and oversee the development of succession plans for executive officers; (ix) review and recommend to the Board compensation to be paid to our outside directors and (x) review and evaluate the relationship between our incentive compensation arrangements and our corporate strategy and risk management policies and practices.

The Compensation Committee sets the Chief Executive Officer's compensation. The Compensation Committee also reviews the recommendations of the Chief Executive Officer with respect to compensation of the other named executive officers and, after reviewing such recommendations, sets the compensation of the other named executive officers. The Compensation Committee relies on its judgment when making compensation decisions after reviewing our performance and evaluating each executive's performance against established goals, leadership ability and responsibilities, and current compensation arrangements. When evaluating total compensation for each of our executive officers, the Compensation Committee reviews the executive officer's current compensation, including equity and non-equity-based compensation. The Compensation Committee also evaluates surveys and other available data regarding the executive compensation programs of comparative companies. The compensation program for executive officers and the Compensation Committee assessment process are designed to be flexible so as to better respond to the evolving business environment and individual circumstances. See "Risk Oversight" (above) for the Compensation Committee's evaluation of our compensation program risk.

In 2012, the Compensation Committee engaged an outside independent compensation consultant, Towers Watson, to provide an evaluation of the 2012 executive bonus plan, long-term incentives and other executive compensation matters. Please see "Compensation Discussion and Analysis" for further description of the role of the Compensation Committee. Towers Watson does not provide any services to management and had no prior relationship with management prior to the engagement. The Compensation Committee has reviewed our relationships with Towers Watson and has not identified any conflicts of interest.

Nominating and Governance Committee.    Our Nominating and Governance Committee currently consists of Messrs. Cannon (Chairperson), Frasch and Smach. The Nominating and Governance Committee met three times in 2012. The Nominating and Governance Committee assists the Board in promoting our best interests and that of our stockholders through the implementation of sound corporate governance principles and practices. In furtherance of this purpose, the Nominating and Governance Committee identifies individuals qualified to become board members and recommends to the Board the director nominees for election at each annual meeting of stockholders. It also reviews the qualifications and independence of the members of the Board and its various committees and makes any recommendations the Nominating and Governance Committee members may deem appropriate concerning any changes in the composition of the Board and its committees. The Nominating and Governance Committee also recommends to the Board the corporate governance guidelines and standards regarding the independence of outside directors applicable to us and reviews the provisions of the Nominating and Governance Committee Charter on a regular basis to confirm that such guidelines, standards and charter remain consistent with sound corporate governance practices and with any applicable legal or regulatory requirements and the NASDAQ listing standards. The Nominating and Governance Committee also monitors and leads the Board in its annual review of the Board's performance.

The purpose and responsibilities of our Nominating and Governance Committee are set forth in the Nominating and Governance Committee Charter. The Nominating and Governance Committee Charter

9

---

Table of Contents

can be found on our website at www.crocs.com. All of the members of the Nominating and Governance Committee are independent, as determined in accordance with the NASDAQ listing standards.

Information Technology Steering Committee.    Our Information Technology Steering Committee (the "IT Steering Committee") currently consists of Messrs. McCarvel (Chairperson), Croghan, Margolis and Jacobi and Ms. Wright and met six times in 2012. The IT Steering Committee oversees major information technology ("IT") related strategies, projects and technology architecture decisions. The IT Steering Committee also monitors whether our IT programs effectively support our business objectives and strategies and reports to the Board on IT related matters. The IT Steering Committee is also tasked with evaluating our significant IT strategies. The purpose and responsibilities of the IT Steering Committee are set forth in the IT Steering Committee Charter. The IT Steering Committee Charter can be found on our website at www.crocs.com.

Director Nomination Process and Director Qualifications.    In identifying potential director candidates, the Nominating and Governance Committee relies on recommendations from a number of sources, including current directors and officers. The Nominating and Governance Committee may also hire outside consultants, search firms or other advisors to assist in identifying director candidates. The Nominating and Governance Committee will consider director candidates recommended by stockholders on the same basis as it considers other candidates. Any stockholder wishing to recommend a candidate for consideration by the Nominating and Governance Committee may do so by submitting a written recommendation to the Nominating and Governance Committee in accordance with the procedures set forth under "Stockholder Proposals and Nominations for 2014 Annual Meeting."

In evaluating a candidate for director, our Nominating and Governance Committee considers, among other things, the candidate's judgment, knowledge, integrity, diversity, expertise and business and industry experience, and expertise, which are likely to enhance the Board's ability to govern our affairs and business. We do not have a separate policy regarding consideration of diversity in identifying director nominees but the Nominating and Governance Committee strives to nominate directors with a variety of complementary skills and backgrounds so that, as a group, the Board will possess a broad perspective and the appropriate talent, skills and expertise to oversee our business. The Nominating and Governance Committee also takes into account independence requirements imposed by law or regulations (including the NASDAQ listing standards). In the case of director candidates recommended by stockholders, the Nominating and Governance Committee may also consider the number of shares held by the recommending stockholder, the length of time that such shares have been held and the relationship, if any, between the recommending stockholder and the recommended director nominee.

---

EXECUTIVE OFFICERS

---

In addition to John McCarvel, our President and Chief Executive Officer, whose biographical information is disclosed above under "Election of Directors," our executive officers as of March 31, 2013 include the following individuals:

Daniel P. Hart has served as our Executive Vice President, Chief Legal and Administrative Officer since January 2010. From June 2009 through December 2009, he served as our Executive Vice President of Administration and Corporate Development. Prior to joining us, Mr. Hart was employed

10

---

Table of Contents

by Océ North America, a digital printing and document management division of Océ, N.V., a manufacturing and engineering company publicly traded on the Euronext Amsterdam stock exchange, where he served as Senior Vice President and General Counsel from 2006 to 2009. From 2004 to 2006, Mr. Hart served as Senior Vice President—General Counsel and Human Resources for Invensys Controls, a global manufacturing and engineering operation within Invensys plc, a public U.K. conglomerate. From 2002 to 2004, Mr. Hart served as Chief Staff Officer for the Development Division of Invensys, a large portfolio of disposal companies within Invensys plc. Previously, Mr. Hart's experience included service in senior legal positions at Dictaphone Corporation and Brooke Group Ltd. and private legal practice in New York City.

Jeffrey J. Lasher has served as our Senior Vice President-Finance and Chief Financial Officer since April 2011. From January 2011 to March 2011, Mr. Lasher served as our principal accounting officer and interim principal financial officer. From June 2009 to January 2011, he served as our Corporate Controller and Chief Accounting Officer. Prior to joining us, Mr. Lasher was a Senior Consultant for Connelly Consulting, a privately-held financial services company, from October 2008 to June 2009. From December 2005 to September 2008, he was the Vice President—Corporate Controller for Corporate Express Inc., a publicly-held business supplies and equipment company. Mr. Lasher was also the Vice President—Finance of AutoNation, Inc., a publicly-held automotive retail company, from December 2000 to December 2005.

Scott E. Crutchfield has served as our Chief Operating Officer since September 2012 and was our Senior Vice President of World Wide Operations since May 2010. From February 2006 to May 2010, he served as our Vice President for Worldwide Operations. Prior to joining us, he served as Senior Director, U.S. and South America Operations for Jabil Circuit, a publicly-held design and manufacturing company from May 2004 to January 2006. Mr. Crutchfield was also Vice President, General Manager Central/Eastern U.S. and South America for Flextronics from March 2000 to April 2004. Previously, Mr. Crutchfield also held senior leadership positions at Dovatron International, a subsidiary of the Dii Group, and at Square D, a subsidiary of Schneider Electric. Mr. Crutchfield serves as the Chairman of the Board of Directors of Biostem U.S. Corporation, a hair transplant and regrowth technology company.

---

BENEFICAL OWNERSHIP OF OUR COMMON STOCK

---

Ownership by Our Directors, Executive Officers and Greater than 5% Stockholders

The following table sets forth information with respect to the beneficial ownership of our common stock as of March 31, 2013 by:

•

each person (or group of affiliated persons) who is known by us to own beneficially more than 5% of our common stock;



•

each current director or nominee;



•

each of the named executive officers listed in the Summary Compensation Table below; and



•

all directors and executive officers as a group.

Beneficial ownership is determined in accordance with SEC rules. In computing percentage ownership of each person, shares of common stock subject to options or restricted stock units held by that person that are currently exercisable, or exercisable (or, in the case of restricted stock units, scheduled to vest and settle) within 60 days after March 31, 2013, are deemed to be outstanding and beneficially owned

11

---

Table of Contents

by that person. None of these shares, however, are deemed outstanding for the purpose of computing the percentage ownership of any other person.

Except as indicated and pursuant to applicable community property laws, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder's name. Percentage ownership is based on 88,102,196 shares of our common stock outstanding on March 31, 2013. Unless otherwise indicated below, the address for each director and named executive officer listed below is in care of Crocs, Inc., 7477 East Dry Creek Parkway, Niwot, Colorado 80503.

12

---

Table of Contents

Section 16 Beneficial Ownership and Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and persons who own more than ten percent of our common stock to file with the SEC and any exchange or other system on which such securities are traded or quoted, initial reports of ownership and reports of changes in ownership of our common stock.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations from certain of our officers and directors that no other reports were required, we believe that all required reports of our officers, directors and greater than ten percent stockholders under Section 16(a) were timely filed during the year ended December 31, 2012.

---

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

---

Related Person Transactions

We had no transactions with related persons during 2012 which are required to be disclosed by the rules of the SEC.

Policy on Transactions with Related Persons

Our Code of Business Conduct and Ethics requires that any transaction involving us in which one of our directors, nominees for director, executive officers, or greater than five percent stockholders, or one of the aforementioned's immediate family members (each, a "related person"), have a material interest be approved or ratified by the Audit Committee if the amount involved, when aggregated with the amount of all other transactions between the related person and us, exceeds $100,000 in a fiscal year. The full Board reviews ordinary course of business transactions in which directors have an interest as part of the Board's annual director independence review, and our Code of Business Conduct and Ethics permits the full Board to waive any conflicts of interest between us and any director or officer. In determining whether to approve or ratify any such transaction, the Audit Committee must consider, in addition to other factors it deems appropriate, whether the transaction is on terms no less favorable to us than those involving unrelated parties.

13

---

Table of Contents

Director and Officer Indemnification

We have entered into agreements to indemnify certain directors and executive officers in addition to the indemnification provided for in our certificate of incorporation and bylaws. These agreements, among other things, provide for indemnification of our directors and executive officers for certain expenses (including attorneys' fees), judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by us or in our right, arising out of such person's services as a director or executive officer of ours, any subsidiary of ours or any other company or enterprise to which the person provided services at our request. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers.

---

DIRECTOR COMPENSATION

---

In June 2012, the Board adjusted the Board committee compensation for non-employee directors, following a review by our Nominating and Governance Committee. The Nominating and Governance Committee was assisted in this review by its outside compensation consultant, Towers Watson, which provided advice and perspective regarding peer group practices (using the same companies that were used for peer comparisons for executive compensation in 2012) and broader market trends. Directors are compensated with a combination of an annual retainer and fees for serving on committees, paid in cash or restricted stock at the director's election, and annual equity grants. Directors who are employees of the Company are not eligible to receive this compensation. Directors do not receive additional fees for attendance at meetings. The following describes amounts payable to our non-employee directors under our director compensation program.

Retainer Fees.    Directors receive an annual retainer fee for Board service of $150,000 for the Chairman of the Board, $130,000 for the Lead Director and $100,000 for each of our other non-employee directors. Directors who serve as chairpersons of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee receive additional annual retainer fees of $50,000, $30,000 and $10,000, respectively. Directors also receive additional annual retainer fees for committee service, as follows: members of the Audit Committee receive an additional $20,000, members of the Compensation Committee receive an additional $20,000, members of the Nominating and Governance Committee receive an additional $5,000 and members of the IT Steering Committee receive an additional $20,000. These annual retainer fees are denominated in cash and payable in quarterly installments unless the director elects to be paid in shares of restricted stock or a combination of cash and restricted stock. The number of shares of restricted stock is determined based on the fair market value of our common stock on the date the retainer is payable. The restricted stock vests in four successive quarterly installments from the issuance date. Mr. Cannon elected to receive his annual retainer fees partly in cash and partly in restricted stock, and Messrs. Croghan and Jacobi elected to receive all their annual retainer fees in restricted stock. Ms. Wright and Messrs. Frasch, Margolis, and Smach elected to receive their annual retainer fees in cash.

Equity Awards.    Directors receive annual equity awards for Board service consisting of a grant of $150,000 of our common stock for the Chairman of the Board and a grant of $100,000 of our common stock for each of our other non-employee directors. The number of shares of common stock was determined based on the fair market value of our common stock on the date of grant. The annual equity compensation for the Chairman of the Board also consists of an option to purchase 10,000 shares of our common stock at an exercise price equal to the fair market value of the shares on the date of grant. This option vests and becomes exercisable in four equal installments on the respective dates of each of the four annual meetings of stockholders following the year of grant.

14

---

Table of Contents

All directors are reimbursed for their reasonable out-of-pocket expenses incurred in attending meetings of the Board and its committees.

The table below summarizes the total compensation paid to each non-employee directors during the fiscal year ended December 31, 2012.

As of December 31, 2012, each non-employee director had the following number of stock options and unvested shares of restricted stock outstanding:

Director Ownership Guidelines

In 2012, we adopted stock ownership guidelines for our directors. The guidelines require that each of our directors own at least 5,000 shares of our common stock within the later of three years from (i) adoption of the policy or (ii) within three years of their election to the Board. Each of our directors currently meets these stock ownership guidelines.

15

---

Table of Contents

---

EXECUTIVE COMPENSATION

---

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides information about our executive compensation program as it relates to the following "named executive officers" whose compensation information is presented in the tables and accompanying narratives following this discussion:

•

John P. McCarvel, Chief Executive Officer and President

•

Jeffrey J. Lasher, Senior Vice President—Finance and Chief Financial Officer

•

Daniel P. Hart, Executive Vice President, Chief Legal and Administrative Officer

•

Scott E. Crutchfield, Chief Operating Officer

Executive Summary

2012 Business Performance.    In 2012, we grew revenue by 12.2% to over $1.1 billion. Gross profit increased by 13.3% and diluted earnings per share increased by 16.1% in 2012 compared to 2011. The following table highlights the year-over-year comparison of some of our Company's key financial results.

---

*

Indicated metrics were used as performance measures in our 2012 incentive plans.

During the year ended December 31, 2012, revenues increased $122.4 million, or 12.2%, compared to 2011. Revenue growth was driven by increased sales volume and focused improvements on average footwear selling prices with new product styles as we continue to transform Crocs brand awareness into an all-season footwear brand. Also during the year ended December 31, 2012, diluted earnings per share improved to $1.44 compared to $1.24 during 2011.

CEO Performance and Compensation.    Since being named our Chief Executive Officer in early 2010, John McCarvel has led the Company's turnaround strategy. Highlights of the Company's achievements under Mr. McCarvel's leadership include:

•

Sustained profitable growth in 2012, 2011 and 2010 for the first time since 2007;



•

Record revenue of $1.1 billion in 2012 exceeding $1 billion for the second year in a row;



•

Expansion of product offerings, bringing the total number of Crocs shoe styles to more than 300 including sneakers and boots, which allows Crocs to become a viable four-season brand;



•

Opening of 107 new Crocs retail stores net worldwide in 2012 (resulting in a net increase in Crocs stores of 25% over 2011), as well as increasing online presence so consumers can shop the brand from anywhere; and

16

---

Table of Contents

•

Reinvigoration of our corporate social responsibility platform, Crocs Cares, which focuses on helping to make a difference in the lives of children and families in need through initiatives that positively impact the environment, employees and local and global communities.

Mr. McCarvel has received numerous awards in the past two years in recognition of his leadership and achievements. Mr. McCarvel received the prestigious Stevie Award for turnaround executive of the year at the 2011 American Business Awards. In October 2012, Mr. McCarvel was recognized for his achievements as the winner of the retail and product manufacturing category in the Denver Business Journal's 2012 Power Book. In addition, he was a finalist for Colorado Biz Magazine's 2012 CEO of the Year award. Most recently, in January 2013, Mr. McCarvel received the award of Retail Innovator of the Year from the National Retail Federation in recognition of his work as a retail pioneer.

Mr. McCarvel's 2012 compensation reflects these achievements and our pay for performance philosophy. Mr. McCarvel declined his potential 2012 annual cash incentive award payout. Mr. McCarvel received an annual award of 67,500 restricted stock units (at target subject to achievement of an earnings per share growth target and time-based vesting) to provide incentive for long-term performance. There was no change to Mr. McCarvel's salary or cash incentive award target in 2012.

Corporate Governance Highlights.    In order to further align the long-term interests of management with those of our stockholders and align our compensation program with best practices, the Compensation Committee (the "Committee") has established the following policies and practices:

•

Independent Compensation Committee.  The Committee, comprised solely of independent directors, approves all compensation for our named executive officers.



•

Independent compensation consultant.  The Committee retains an independent compensation consultant that does not provide any services to management and that had no prior relationship with management prior to the engagement. The Committee has also determined that the independent compensation consultant has no conflicts of interest with our company.



•

Assessment of compensation risk.  The Committee assessed our compensation policies and programs and determined that we have no compensation policies and programs that give rise to risks reasonably likely to have a material adverse effect on the Company.



•

Annual Say-on-Pay vote.  We will hold annual say-on-pay, or advisory votes to approve executive compensation.



•

Executive stock ownership guidelines.  Our Board adopted stock ownership guidelines that our named executive officers are expected to meet within three years.



•

Clawback policy.  Our Board adopted a clawback policy for awards made pursuant to our annual cash incentive plan and in 2012 also implemented a clawback policy under which all annual and long-term incentive awards, including those granted in 2012, are subject to any clawback or recoupment policy adopted by us pursuant to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act.



•

No excise tax gross-ups.  We do not provide our management with "excise tax gross-ups" in the event of a change of control.



•

No enhanced benefit programs.  We do not provide our management with pensions, supplemental executive retirement plans or any other enhanced benefit programs beyond those that are typically available to all other employees other than a deferred compensation plan for senior executives, which is funded by deferred bonus payments to senior executives.

17

---

Table of Contents

•

Limited perquisites.  Our management receives minimal perquisites, consisting primarily of health insurance premiums.



•

No hedging or pledging.  We do not allow our management or directors to engage in hedging transactions in our stock or to pledge our stock to secure loans or other obligations.

Executive Compensation Objectives and Principles

The objectives of our executive compensation program are to:

•

attract and retain exemplary executive talent who are able to succeed in our fast-paced, rapidly evolving Company;



•

hold our executives accountable to stockholders;



•

motivate our executives to achieve our financial and strategic business objectives;



•

align our executives' compensation with our stockholders' interests; and



•

assure that our total compensation program aligns with good corporate governance and best practices.

We achieve these objectives through implementing the following pay principles.

•

Fair and Competitive:  We believe that a fair and competitive pay package for our executives is essential to attract and retain talented executives in key positions.



•

Short and Long-Term Incentives:  Our compensation program rewards both short-term and long-term performance. Annual cash incentive awards are tied to achievement of short-term quantitative performance goals that we believe closely correlate to shareholder value. Long-term performance is rewarded through equity-based awards, which align our executives' interests with those of our stockholders. The value of equity awards depends on future share prices, and the realization of the awards is contingent on satisfaction of vesting schedules requiring continued service with us and the achievement of performance goals.



•

Pay for Performance:  Our executives have a high proportion of variable, performance-based compensation. We aim to tie more than 50% of our executive pay to performance metrics. Actual compensation will be above or below targeted levels depending on the level of performance achieved.



•

Good Governance:  We have designed our executive compensation program in light of the best practice governance policies and practices discussed above under "Corporate Governance Highlights."

At our annual meeting of stockholders in June 2012, we held our second advisory stockholder vote to approve the compensation of our named executive officers ("say-on-pay"). The compensation of our named executive officers reported in our 2012 proxy statement was approved by over 99% of the votes cast at the 2012 annual meeting, similar to the results at our 2011 annual meeting. The Committee believes this affirms our stockholders' support of our approach to executive compensation, and the Committee did not change its approach in 2012. The Committee has considered and will continue to consider the outcome of our say-on-pay votes when making future compensation decisions for the named executive officers.

18

---

Table of Contents

Governance of Pay Setting Process

Role of Compensation Committee, Chief Executive Officer and Compensation Consultant

The Committee has overall responsibility for evaluating and approving our executive officer compensation, benefits, severance, equity-based or other compensation plans, policies and programs. The Committee sets the Chief Executive Officer's compensation, and considers the recommendations of the Chief Executive Officer with respect to the compensation of the other named executive officers. The Committee works with Towers Watson, an independent executive compensation consultant engaged by the Committee, for advice and perspective regarding market trends and best practices. For a more detailed discussion about the Committee, its methodology and the role of consultants, see "Compensation Committee" on page 7.

Peer Group Companies

The Committee uses peer company and survey data to guide its review of the total compensation of our officers and executives and generally reviews the compensation data of our peer companies and industry to understand market competitive compensation. The Committee focuses on ensuring that the performance-based elements of our executive compensation program are consistent with peer and industry trends. However, the Committee does not benchmark compensation to a specific percentage of the compensation of peer companies.

In 2012, the Committee approved a revised peer group based on analysis and preliminary recommendations by Towers Watson. The peer group was selected based on the key industry criteria noted below, and took into consideration the company's revenue, market capitalization and other key financial metrics. This peer group is comprised of 15 publicly traded companies. As of December 31, 2012, our market capitalization was at the 50th percentile of this group and our annual revenue was at the 21st percentile of the group. We believe these companies are broadly comparable to us, and represent our labor market for talent for key leadership positions. The Committee will regularly review our peer group to determine if adjustments are necessary to ensure that it continues to be relevant or if additional peer companies or groups are necessary to provide appropriate information on market practices and compensation levels.

The 2012 peer companies and the criteria for their inclusion are listed below:

The peer group used in 2012 differs from the peer group used in the 2011 executive compensation review process in the following respects: (i) lululemon athletica inc. and Warnaco Group were added and (ii) Shoe Carnival Inc. was deleted. These changes served to make the overall composition of the peer group better reflect our size, complexity, growth prospects, global operations, product focus and labor market for executive talent. The Committee intends to continue to monitor how changes in the peer group will impact the peer group information it reviews in making its executive compensation decisions.

19

---

Table of Contents

Elements of Compensation

Our executive compensation objectives and principles are implemented through the use of the following principal elements of compensation, each of which is discussed more fully below:

•

Base salary, which provides a fixed level of cash compensation;



•

Annual cash incentive awards, which motivate and reward annual company performance;



•

Long-term incentives (in the form of equity awards), which motivate and retain executives by rewarding long-term financial performance and tying incentives to the performance of our common stock over the long-term; and



•

Limited executive benefits and perquisites.

The Committee does not utilize an exact calculation in determining the break-down or weighting of named executive officer compensation among base salary, annual cash incentive awards and long-term equity awards. Rather, the Committee considers all forms of compensation in light of the market competition for executive talent, the risk to an executive inherent in employment with our fast-paced, rapidly evolving Company and our financial goals. Accordingly, we believe that over 50% of each named executive officer's compensation should be in the form of annual cash performance-based awards and equity awards that vest upon performance. We believe that the total compensation opportunities offered to our executives are sufficient to reduce the need for anything other than limited executive perquisites or enhanced benefit programs beyond those that are typically available to all other employees.

Base Salary.    The Committee establishes base salary for our named executive officers by considering the size of our operations, the responsibilities of the named executive officers and the competitive marketplace for executive talent in similar positions. The Committee sets the base salary of the Chief Executive Officer. Base salary for other named executive officers is set by the Committee after considering the recommendation of the Chief Executive Officer.

Base salary is reviewed on an annual basis and at the time of hire or promotion. Annual adjustments are influenced by growth of our operations, revenues and profitability, individual performance, changes in responsibility, peer company comparisons and other factors. There was no change to base salary for Messrs. McCarvel and Hart. Messrs. Lasher and Crutchfield received increases of 3%.

The current base salaries of our named executive officers are below:

Annual Incentive Awards.    The Committee believes that an annual cash incentive plan that offers significant awards to our named executive officers for meeting or exceeding company performance goals provides our officers additional incentive to outperform our peer companies and ensures that we attract and retain talented named executive officers.

Each year, the Committee establishes a target annual incentive award for each named executive officer expressed as a percentage of the executive's base salary, based on the estimated contribution and

20

---

Table of Contents

responsibility of the individual named executive officer and considering market practices. For 2012, the targets were:

The total annual incentive award actually paid to each named executive officer is determined based on the extent to which specified weighted objective performance goals are achieved. Each of these performance targets has a threshold payout of 75% of the named executive officer's annual incentive award target and a maximum payout of 175% of the target. For 2012, these goals and their applicable weightings were:

Based on 2012 actual results and applying the weighting described above, our named executive officers were eligible to be paid annual cash incentive awards at up to 16.6% of their respective target annual incentive award amounts because our 2012 performance results, in the aggregate, equated to 16.6% of the weighted performance targets. The Committee has discretion to depart from the formula in approving the annual incentive awards by decreasing, but not increasing, incentive awards after general results are known.

However, in keeping with our pay for performance philosophy, our named executive officers informed the Committee that they intended to decline any annual cash incentive award because of the Company's overall performance versus plan in 2012. Therefore, the Committee did not award our named executive officers a bonus under the annual incentive plan in 2012.

Long-Term Equity Awards.    The Committee grants long-term equity awards annually to the named executive officers in order to provide long-term performance-based compensation, to encourage the named executive officers to continue their employment throughout the vesting periods of the awards, and to align management and stockholder interests. We believe that a significant portion of each named executive officer's compensation should be in the form of equity awards. Each year the Committee considers the number of shares to grant and the appropriate type and combination of equity-based awards in making named executive officer grant decisions.

2012 Long-Term Performance Incentive Program.    In 2012, all of our named executive officers received grants of restricted stock units ("RSUs"), half of which vest based on satisfaction of performance goals

21

---

Table of Contents

and half of which vest based on continued service. The material terms of the 2012 restricted stock awards are as follows:

For 2012, the amount of restricted stock unit awards granted to the named executive officers was based on a review of the equity compensation of our peer companies, input from the independent compensation consultant and the Committee's assessment of each named executive officer's expected future contributions.

The Committee grants performance-based awards to further demonstrate our pay for performance philosophy and better align the interests of our named executive officers with those of our stockholders. The Committee grants restricted stock units because it generally believes that full value awards such as restricted stock units offer a stronger retention incentive than do stock options. In addition, restricted stock units are less dilutive to our current stockholders and to the Company's 2007 Amended and Restated Equity Incentive Plan than are stock options, as fewer restricted stock units are necessary to provide the same equity benefit compared to stock options. The Committee selected cumulative earnings per share as the performance metric because it views cumulative earnings per share as a primary driver of enhanced stockholder value.

Other Benefits.    We provide other benefits to our named executive officers in order to achieve a competitive pay package. The Committee believes that those benefits, which are detailed in the Summary Compensation Table under the heading "All Other Compensation," are reasonable, competitive and consistent with our overall executive compensation program. Those benefits consist principally of employer-paid premiums on health insurance.

Post-Employment Compensation

Senior Executive Deferred Compensation Plan.    Certain senior executives are eligible to participate in the 2007 Senior Executive Deferred Compensation Plan (the "Deferred Compensation Plan"), which permits executives to defer all or a part of their cash compensation and save for future financial needs. No named executive officers have contributed to the Deferred Compensation Plan since 2008. For a more detailed discussion of the Deferred Compensation Plan, see the Nonqualified Deferred Compensation table and accompanying narrative on page 23.

Severance and Change in Control Benefits.    We entered into an employment agreement with Mr. Hart concurrent with his appointment as an officer in 2009. The agreement provides for guaranteed payments and accelerated vesting of certain equity awards upon his involuntary termination of employment with us (other than for cause) or his resignation for good reason. For a more detailed discussion of the agreement, see Potential Payments on Termination or Change in Control beginning on page 23.

22

---

Table of Contents

Additional Considerations

Executive Stock Ownership.    In March 2012, the Committee adopted stock ownership guidelines to ensure that our senior executive officers have a meaningful stake in the equity of the Company and to further align the interests of our executives with the long-term interests of our stockholders. Under these guidelines, our Chief Executive Officer is required to hold 10,000 shares of our common stock and the other named executive officers are required to hold 5,000 shares. The ownership guidelines assume that, in normal circumstances, an executive can reach the requisite stock ownership within the later of three years from (i) the adoption of the guidelines or (ii) the date the executive's employment commences. These ownership guidelines are based on analysis of peer and market practices, as prepared by the Committee's independent compensation consultant. Each of our named executive officers currently meets these stock ownership guidelines.

Equity Granting Practices.    The Committee has determined to make our annual equity award grants at the regular meeting of the Committee held in the first quarter of each year. The Committee meeting date, or the next business day if the meeting falls on a day where the Nasdaq is closed for trading, is the effective grant date for the grants. For stock options, the exercise price is the fair market value of our common stock on that date.

We also may grant equity awards (e.g., options, restricted stock) to recognize increased responsibilities or special contributions, attract new hires, retain executives or recognize certain other special circumstances that occur throughout the year. The effective date of these grants is determined based on the timing of the recognition or recruitment event and approved on or in advance of the effective date of the grant. The exercise/grant price is the fair market value of our common stock on the effective date. The Committee approves all equity grants to executive officers. We do not permit repricing of stock options without stockholder approval.

Clawbacks.    In 2010, our Compensation Committee adopted a clawback policy for awards made under our annual incentive plan. Under this policy, at the discretion of the Committee, executives may be required to repay awards to us if within two years of the award: (i) we are required to restate our financial statements due to fraud or willful misconduct involving the executive; or (ii) the executive took part in any fraud, negligence or breach of fiduciary duty.

In 2012, our Board also adopted a policy whereby any incentive compensation awards granted to management, including annual and long-term incentive awards granted in 2012, will be subject to any clawback or recoupment policy adopted by the Company pursuant to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Deductibility of Executive Compensation.    Section 162(m) of the Code imposes a $1.0 million annual limit on the amount that a public company may deduct for compensation paid to the company's chief executive officer during a tax year or to any of the company's four other most highly compensated executive officers who are still employed at the end of the tax year. The limit does not apply to compensation that meets the requirements of the Code for "qualified performance-based" compensation (i.e., compensation paid only if the executive meets pre-established, objective goals based on performance criteria approved by the company's stockholders).

The Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Code. In certain situations, the Committee may approve compensation that does not meet the requirements of the Code in order to ensure competitive levels of total compensation for our executive officers. The annual incentive awards paid in 2012 under our 2008 Cash Incentive Plan and the performance-vested restricted stock units granted in 2012 are designed to meet the requirements for consideration as "qualified performance-based compensation" under Section 162(m).

23

---

Table of Contents

---

COMPENSATION COMMITTEE REPORT

---

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with our management. Based on such review and discussion, the Compensation Committee recommended to the Board that the foregoing Compensation Discussion and Analysis be included in this proxy statement.

THE COMPENSATION COMMITTEE
Doreen A. Wright (Chairperson)
Raymond D. Croghan
Peter A. Jacobi

Summary Compensation Table

The following table sets forth information regarding compensation earned for services rendered during fiscal years 2012 and 2011, and, where applicable 2010 for our Chief Executive Officer, our Chief Financial Officer, and the two other most highly compensated executive officers who were serving as executive officers at the end of 2012.

24

---

Table of Contents

Grants of Plan-Based Awards Table

The following table provides information for each of our named executive officers regarding annual and long-term incentive award opportunities, including the range of potential payouts under our non-equity annual incentive plan and our performance-vested restricted stock units granted during fiscal year 2012.

Annual Incentive Awards.    The amounts shown for annual incentive awards represent the target and maximum amounts of annual cash incentive compensation that, depending on performance results, might have been paid to each executive for 2012 performance based on achievement of specified target levels of sales growth, earnings per share, inventory turnover and net unrestricted cash. The target payments were based on achieving the target level of performance with ranges from zero to 175% of the executive's annual incentive target. No amounts were paid based on 2012 performance as reflected in the "Non-Equity Incentive Plan Compensation" column of the "Summary Compensation Table" set forth above. These awards are described in further detail under "Compensation Discussion and Analysis" above.

Restricted Stock Units ("RSUs").    The amounts shown for RSUs represent the number of RSUs awarded to the executives in 2012 and the grant date fair value of the RSUs determined in accordance with FASB ASC 718, as follows. The amounts shown for RSUs granted on March 14, 2012 represent awards of restricted stock units to certain of our named executive officers as part of a performance incentive plan. One-half of these RSUs vest in three equal annual installments beginning one year after the date of grant based on continued employment. The other half may be earned from 50% to 200% of the target number of RSUs based on the level of achievement of a two-year cumulative earnings per share performance goal, and vest in two equal annual installments, 50% on certification of the achievement of performance goal by the Compensation Committee and 50% one year later subject to continued employment. These RSU awards are described in further detail under "Compensation Discussion and Analysis" above.

Employment Agreement with Mr. Hart.    In May 2009, we entered into an employment agreement with Mr. Hart. The agreement provides that Mr. Hart will receive an annual base salary of $475,000, subject to annual adjustments. His salary may be reduced only if such reduction is a uniformly applied reduction affecting all senior executives and is no greater than 10% of Mr. Hart's base pay in any case, may not be reduced by greater than $47,500 in total during his employment with us. Mr. Hart is also eligible for a bonus pursuant to our annual incentive plan. Mr. Hart's target under the annual incentive plan was 60% of his base pay in 2012. He is also entitled to participate in all employee benefit plans and programs generally available to our executives, including our Senior Executive Plan. The agreement also contains provisions relating to benefits Mr. Hart may receive in connection with a change in control or a termination of his employment, as described in further detail under "Potential Payments

25

---

Table of Contents

on Terminations or Change in Control." Mr. Hart's Agreement requires him to maintain confidential information regarding us and to assign certain inventions and intellectual property to us. During his employment with us and for twelve months after the termination of his employment with us, Mr. Hart will be restricted from participating in certain competitive businesses and from soliciting our employees and customers.

Salary and Bonus in Proportion to Total Compensation.    As noted in "Compensation Discussion and Analysis" above, we believe that a substantial portion of each named executive officer's compensation should be in the form of performance-based annual incentive awards and equity awards. Base salary of the named executive officers is set at levels that the Compensation Committee believes are competitive with our peer companies, with the expectation that shortfalls in base pay, if any, will be recouped through performance bonuses. The Compensation Committee believes that our current program substantially aligns the compensation of our named executive officers with the compensation of executive officers of our peer companies, while also permitting the Compensation Committee to provide incentives to the named executive officers to pursue performance that increases stockholder value. Please see "Compensation Discussion and Analysis" for a description of the objectives of our compensation program and overall compensation philosophy.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding outstanding options and unvested restricted stock and restricted stock unit awards held by our named executive officers as of December 31, 2012. Market values for outstanding stock awards are presented as of the end of 2012 based on the closing price of our common stock on the NASDAQ Global Select Market on December 31, 2012 of $14.39.

26

---

Table of Contents

Options Exercises and Stock Vested

The following table sets forth information for each of our named executive officers regarding stock options exercised and stock awards vested during 2012.

27

---

Table of Contents

Nonqualified Deferred Compensation

Under our Deferred Compensation Plan, participants have the option to defer all or a part of their cash compensation in accordance with the terms and conditions established by the Compensation Committee. The deferred amount will vest ratably on a quarterly basis over a three-year period, with a pro rata amount vesting on each calendar quarter. Any unvested balance will vest immediately upon the death or disability of the participant or upon a Change in Control, as defined in the plan. None of the named executive officers have deferred any compensation since 2008. The table below summarizes the 2012 accrued earnings and balances at December 31, 2012 under our Deferred Compensation Plan for each of the named executive officers.

Potential Payments on Terminations or Change in Control

Mr. Hart's employment agreement provides certain benefits in the event of a change of control or certain terminations of employment. No other named executive officer currently has an employment agreement. Mr. Hart's employment agreement provides that in the event of a change in control, all unvested stock options and time-based unvested stock awards then held by Mr. Hart that are scheduled to vest over the 24 months following the change in control will immediately vest upon the effective date of the change in control. The potential incremental value of such acceleration, assuming the change in control was effective as of December 31, 2012 and that the price of our common stock was the closing price of $14.39 on that date, would have been $0.7 million. The agreement also provides that if Mr. Hart is terminated by us involuntarily without cause, or if he resigns for good reason, he will receive: (i) a lump sum payment equal to one year of his base pay as of the termination date; (ii) a lump sum payment equal to 80% of his base pay in effect as of the termination date, pro-rated to equal the proportion of the year that he was employed by us; (iii) a lump sum payment equal to 80% of his base pay as of the termination date; and (iv) immediate vesting of any unvested stock options or time-based unvested stock awards then held by him that would have been vested had he remained employed for 24 months after the termination date. The potential aggregate amount of such payments, assuming such termination occurred on December 31, 2012 and including the potential incremental value of the equity acceleration as described above, would have been $2.0 million. These amounts are estimates of the incremental amounts that would be payable as of December 31, 2012 under Mr. Hart's agreement in the foregoing circumstances. The actual amounts that would be payable in similar circumstances in the future can only be determined at the time of a change in control or his

28

---

Table of Contents

termination of employment under certain circumstances. The agreement also provides that any stock options granted to Mr. Hart during his employment will remain exercisable for ten years after the date of grant, including if Mr. Hart ceases to be employed by us for any reason other than termination for cause.

Under Mr. Hart's employment agreement, "cause," "change of control" and "good reason" are defined as follows:

"Cause" is defined by the agreement to mean: (i) the executive's conviction, or guilty or no contest plea, to any felony; (ii) any act of fraud by the executive related to or connected with the executive's employment by the Company; (iii) the executive's material breach of his fiduciary duty to the Company; (iv) the executive's gross negligence or gross misconduct in the performance of duties reasonably assigned to the executive which causes material harm to the Company; (v) any willful and material violation by the executive of the Company's codes of conduct or other rules or policies of the Company; (vi) any entry of any court order or other ruling that prevents the executive from performing his material duties and responsibilities hereunder; or (vii) any willful and material breach of the agreement by the executive.

"Change of control" is generally defined by the agreement to mean any one of the following: (i) incumbent directors (including those nominees subsequently nominated or elected by incumbent directors) cease to constitute a majority of the members of the Board; (ii) any person becomes the beneficial owner of 35% or more of our common stock or voting securities, with certain exceptions; (iii) consummation of a merger unless (a) after the merger the beneficial owners of our common stock and voting securities immediately prior to the trans action retain more than 50% of such common stock and voting securities of the entity resulting from the merger, (b) holders of any class or series of voting securities immediately prior to the merger have the right to receive substantially the same per share consideration in exchange for their voting securities, and (c) no person immediately after the merger beneficially owns 35% or more of the voting power of the entity resulting from the merger; (iii) a sale or other disposition of all or substantially all of the assets of the Company (in one transaction or a series of transactions); or (iv) stockholder approval of the liquidation or dissolution the Company, except that a change of control will not be deemed to occur unless it would be deemed to constitute a change in ownership or effective control, or a change in the ownership of a substantial portion of the assets, of a business under Section 409A of the Code.

"Good reason" is defined by the agreement to mean any of the following conditions arising during the executive's term of employment without the consent of the executive: (i) a material diminution in the executive's responsibilities, authority, position, or duties; (ii) a reduction in the executive's base salary (except as provided for in the agreement); (iii) a reduction in the executive's incentive or equity compensation opportunity such that it is materially less favorable than those provided generally to other senior executive officers; (iv) the Company's material failure to honor its incentive compensation plans, as then in effect; (v) assignment of duties or responsibilities materially inconsistent with those described in the agreement; (vi) removal from the position of Executive Vice President of Administration and Corporate Development of the Company or its successor; (vii) any change in the executive's reporting responsibility being solely to the Chief Executive Officer; (viii) relocation of the executive's office or the Company 50 miles or more from the place of relocation agreed between the executive and Chief Executive Officer; or (ix) any other action or inaction that constitutes a material breach by the Company of the agreement.

29

---

Table of Contents

---

REPORT OF THE AUDIT COMMITTEE

---

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2012 with our management and Deloitte & Touche LLP, our independent registered public accounting firm. Management is responsible for the preparation, presentation and integrity of the financial statements, accounting and financial reporting principles and internal control over financial reporting. Deloitte & Touche LLP is responsible for performing an independent audit of the financial statements in accordance with generally accepted auditing standards and for expressing opinions on the conformity of the financial statements with accounting principles generally accepted in the United States.

The Audit Committee has discussed with Deloitte & Touche LLP the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, Communication With Audit Committees, and the Public Company Accounting Oversight Board ("PCAOB") AU Section 380, Communications with Audit Committees, and has received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding the independent auditor's communications with the Audit Committee concerning independence. The Audit Committee has also discussed with Deloitte & Touche LLP their independence.

Based on its reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2012 for filing with the SEC.

The Audit Committee:

Thomas J. Smach (Chairperson)
Ronald L. Frasch
W. Stephen Cannon
Jeffrey H. Margolis

---

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

---

The following table sets forth the aggregate fees for professional services provided during 2012 and 2011 by Deloitte & Touche LLP, our independent registered public accounting firm, and its affiliates. The Audit Committee is required to pre-approve all audit and non-audit services provided by Deloitte & Touche LLP. All of the fees paid to Deloitte & Touche LLP and disclosed in the following table were pre-approved by the Audit Committee.

30

---

Table of Contents

---

PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

---

The Audit Committee has appointed Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2013. Deloitte & Touche LLP has served as our independent public accounting firm since 2005. We are not required to submit this appointment to the stockholders for approval, but the Board believes it is desirable as a matter of policy. We expect that a representative of Deloitte & Touche LLP will attend the Annual Meeting and will have the opportunity to make any statements if he or she so desires and to respond to appropriate stockholder questions.

If the stockholders do not ratify this appointment, the Audit Committee will investigate the reasons for the rejection and consider other independent registered public accounting firms. Even if the appointment is ratified, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm.

THE BOARD RECOMMENDS A VOTE "FOR" THE RATIFICATION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013.

---

PROPOSAL 3—ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS

---

Pursuant to Section 14A of the Securities Exchange Act of 1934, our stockholders have an opportunity to cast a non-binding advisory vote to approve the compensation of our named executive officers as disclosed in this proxy statement. This proposal, commonly known as a "Say on Pay" proposal, gives stockholders the opportunity to approve or reject our executive pay program. Accordingly, we ask our stockholders to vote "FOR" the following resolution at the Annual Meeting:

"RESOLVED, that the stockholders approve, on an advisory basis, the compensation of our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and any other related disclosure in this proxy statement."

As discussed in the "Compensation Discussion and Analysis," the primary objective of our executive compensation program is to create long-term value for our stockholders by attracting and retaining talented executives, holding our executives accountable to stockholders, motivating our executives to achieve superior financial and business objectives and aligning the interests of our executives with those of our stockholders. We believe our executive compensation strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our named executive officers to dedicate themselves fully to value creation for our stockholders. Please see "Compensation Discussion and Analysis" section above for an explanation of our executive compensation.

This "Say on Pay" proposal allows our stockholders to express their view regarding the decisions of the Compensation Committee on the 2012 compensation of our named executive officers. Your advisory vote will serve as a tool to guide the Board and the Compensation Committee in continuing to improve the alignment of our executive compensation programs with the objective of creating long-term value for our stockholders.

Our current policy is to provide stockholders with an opportunity to approve the compensation of our named executive officers each year at the annual meeting of stockholders until the next required

31

---

Table of Contents

stockholder vote on the frequency of such votes. It is expected that the next such frequency vote will occur at the 2017 annual meeting of stockholders.

THE BOARD RECOMMENDS A VOTE "FOR" THE ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

---

OTHER MATTERS

---

We do not intend to bring before the Annual Meeting any matters other than the proposals specifically described above, and we know of no matters other than those to come before the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote such proxy in accordance with the recommendation of our management on such matters, including any matters dealing with the conduct of the Annual Meeting.

STOCKHOLDER PROPOSALS AND NOMINATIONS FOR 2014 ANNUAL MEETING

Any proposal of a stockholder intended to be included in our proxy statement for the 2014 annual meeting of stockholders pursuant to SEC Rule 14a-8, must be received by us no later than December 18, 2013, unless the date of our 2014 annual meeting is more than 30 days before or after June 12, 2014, in which case the proposal must be received a reasonable time before we begin to print and mail our proxy materials. All proposals should be addressed to the Corporate Secretary, Crocs, Inc., 7477 East Dry Creek Parkway, Niwot, Colorado 80503.

In order for a stockholder to nominate a candidate for director for election or to bring other business before the 2014 annual meeting, we must receive timely notice of the nomination or business in writing by the close of business not later than March 18, 2014 and not earlier than February 16, 2014. However, in the event that the 2014 annual meeting is called for a date that is not within 30 days before or 60 days after June 12, 2014, notice by the stockholder to be timely must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the date on which public announcement of the date of the 2014 annual meeting is made.

32

---