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

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2024

 

 

MarineMax, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Florida

1-14173

59-3496957

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

2600 McCormick Drive

Suite 200

 

Clearwater, Florida

 

33759

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 727 531-1700

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $.001 per share

 

HZO

 

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

On February 22, 2024, the Company held its Annual Meeting to consider and vote upon the following proposals: (1) to elect four directors, each to serve for a three-year term expiring in 2027; (2) to approve (on an advisory basis) the Company’s executive compensation (“say-on-pay”); (3) to approve (on an advisory basis) the frequency of future non-binding advisory votes on the Company’s executive compensation; and (4) to ratify the appointment of KPMG LLP, an independent registered public accounting firm, as the independent auditor of the Company for the fiscal year ending September 30, 2024.

 

Proposal 1: To elect four directors, each to serve for a three-year term expiring in 2027.

 

 

 

 

 

Nominee

For

Against

Abstain

Broker Non-Votes

William H. McGill

16,033,171

1,202,496

8,818

2,654,040

Adam M. Johnson

17,160,183

73,673

10,629

2,654,040

Charles R. Oglesby

15,489,473

1,744,197

10,815

2,654,040

Rebecca White

16,885,860

349,025

9,600

2,654,040

Proposal 2: To approve (on an advisory basis) the Company’s executive compensation (“say-on-pay”).

 

 

 

 

For

Against

Abstain

Broker Non-Votes

16,282,227

188,240

774,018

2,654,040

Proposal 3: To approve (on an advisory basis) the frequency of future non-binding advisory votes on the Company’s executive compensation.

 

 

 

 

1 Year

2 Years

3 Years

Abstain

16,049,193

8,844

1,177,209

9,239

Proposal 4: To ratify the appointment of KPMG LLP, an independent registered public accounting firm, as the independent auditor of the Company for the fiscal year ending September 30, 2024.

 

 

 

 

For

Against

Abstain

Broker Non-Votes

19,848,525

40,954

9,046

0

Each of the director nominees (who stood for re-election) and Proposals 2 and 4 received the necessary votes in favor to be adopted by the Company’s shareholders at the Annual Meeting. The Company’s shareholders selected (on an advisory basis) one year as the frequency of future non-binding advisory votes on the Company’s executive compensation. Based on these results and consistent with the Company’s recommendation, the Company’s Board of Directors (the “Board”) has determined that, until the next required shareholder vote on the frequency of future shareholder advisory votes on executive compensation or the Board determines that such vote shall be conducted at a different interval, the Company will conduct future non-binding advisory votes on the Company’s executive compensation every year.

 

 

Exhibit Index

Exhibit No.

Description

 

 

104

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


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

MarineMax, Inc.

 

 

 

 

Date:

February 28, 2024

By:

/s/ Michael H. McLamb

 

 

 

Name: Michael H. McLamb
Title: Executive Vice President, Chief Financial Officer and Secretary
 

 

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Document And Entity Information
Feb. 22, 2024
Cover [Abstract]  
Document Type 8-K
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Document Period End Date Feb. 22, 2024
Entity Registrant Name MarineMax, Inc.
Entity Central Index Key 0001057060
Entity Emerging Growth Company false
Entity File Number 1-14173
Entity Incorporation, State or Country Code FL
Entity Tax Identification Number 59-3496957
Entity Address, Address Line One 2600 McCormick Drive
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Clearwater
Entity Address, State or Province FL
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $.001 per share
Trading Symbol HZO
Security Exchange Name NYSE
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