Marinemax Inc.

02/24/2025 | Press release | Distributed by Public on 02/24/2025 15:00

Proxy Results (Form 8-K)

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

On February 21, 2025, 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 2028; (2) to approve (on an advisory basis) the Company's executive compensation ("say-on-pay"); (3) to approve an amendment to our 2008 Employee Stock Purchase Plan to increase the number of shares available for issuance under that plan by 500,000 shares and to extend the term of the plan to 2035; (4) to approve an amendment to our 2021 Stock-Based Compensation Plan to increase the number of shares available for issuance under that plan by 495,000 shares; and (5) 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, 2025.

Proposal 1: To elect three directors, each to serve for a three-year term expiring in 2028.

Nominee

For

Against

Abstain

Broker Non-Votes

Bonnie Biumi

18,019,635

103,059

2,458

2,300,813

George E. Borst

17,974,952

147,101

3,099

2,300,813

Mercedes Romero

17,649,008

473,661

2,483

2,300,813

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

For

Against

Abstain

Broker Non-Votes

17,832,246

169,434

123,472

2,300,813

Proposal 3: To approve an amendment to our 2008 Employee Stock Purchase Plan to increase the number of shares available for issuance under that plan by 500,000 shares and to extend the term of the plan to 2035.

For

Against

Abstain

Broker Non-Votes

17,958,117

49,187

117,848

2,300,813

Proposal 4: To approve an amendment to our 2021 Stock-Based Compensation Plan to increase the number of shares available for issuance under that plan by 495,000 shares.

For

Against

Abstain

Broker Non-Votes

15,473,506

2,524,243

127,403

2,300,813

Proposal 5: 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, 2025.

For

Against

Abstain

Broker Non-Votes

20,365,012

59,909

1,044

0

Each of the director nominees and Proposals 2, 3, 4, and 5 received the necessary votes in favor to be adopted by the Company's shareholders at the Annual Meeting.

Exhibit Index

Exhibit No.

Description

104

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