Results

Marinemax Inc.

03/03/2026 | Press release | Distributed by Public on 03/03/2026 16:15

Management Change/Compensation, Proxy Results (Form 8-K)

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

As described below in Item 5.07 of this Current Report on Form 8-K, on March 3, 2026, the shareholders of MarineMax, Inc. (the "Company") approved an amendment to its 2021 Stock-Based Compensation Plan (the "Plan") to increase the number of shares available for issuance under the Plan by 415,000 shares.

A description of the material terms of the Plan is set forth in Proposal No. 3 in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on January 21, 2026, and such description is incorporated by reference herein. The summary above is qualified in its entirety by reference to the full text of the Plan, as amended, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

On March 3, 2026, the Company held its Annual Meeting to consider and vote upon the following proposals: (1) to elect three directors, each to serve for a three-year term expiring in 2029; (2) to approve (on an advisory basis) the Company's executive compensation ("say-on-pay"); (3) to approve an amendment to our 2021 Stock-Based Compensation Plan to increase the number of shares available for issuance under that plan by 415,000 shares; 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, 2026.

Proposal 1: To elect three directors, each to serve for a three-year term expiring in 2029.

Nominee

For

Against

Abstain

Broker Non-Votes

William Brett McGill

13,942,834

4,266,909

2,942

2,408,357

Odilon Almeida

15,866,497

2,300,069

46,119

2,408,357

Daniel Schiappa

16,016,030

2,190,405

6,250

2,408,357

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

For

Against

Abstain

Broker Non-Votes

13,838,107

1,536,192

2,838,386

2,408,357

Proposal 3: To approve an amendment to our 2021 Stock-Based Compensation Plan to increase the number of shares available for issuance under that plan by 415,000 shares.

For

Against

Abstain

Broker Non-Votes

13,732,171

1,627,312

2,853,202

2,408,357

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, 2026.

For

Against

Abstain

Broker Non-Votes

19,511,049

205,500

904,493

0

Each of the director nominees and Proposals 2, 3, and 4 received the necessary votes in favor to be adopted by the Company's shareholders at the Annual Meeting.

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