UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported): |
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(Exact name of registrant as specified in its charter)
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
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of incorporation) |
File Number) |
Identification No.) |
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_________________________________ (Address of principal executive offices) |
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Registrant’s telephone number, including area code: |
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Not Applicable
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On February 24, 2022, 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 2025; (2) to approve (on an advisory basis) the Company’s executive compensation (“say-on-pay”); (3) to approve our 2021 Stock-Based Compensation Plan; 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, 2022.
Proposal 1:To elect three directors, each to serve for a three-year term expiring in 2025.
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Nominee |
For |
Against |
Abstain |
Broker Non-Votes |
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George E. Borst |
17,559,293 |
206,693 |
24,766 |
1,643,199 |
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Hilliard M. Eure III |
16,944,618 |
822,571 |
23,563 |
1,643,199 |
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Joseph A. Watters |
10,317,361 |
7,449,712 |
23,679 |
1,643,199 |
Proposal 2:To approve (on an advisory basis) the Company’s executive compensation (“say-on-pay”).
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For |
Against |
Abstain |
Broker Non-Votes |
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17,378,173 |
375,299 |
37,280 |
1,643,199 |
Proposal 3:To approve our 2021 Stock-Based Compensation Plan.
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For |
Against |
Abstain |
Broker Non-Votes |
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15,051,631 |
2,721,325 |
17,796 |
1,643,199 |
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, 2022.
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For |
Against |
Abstain |
Broker Non-Votes |
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19,344,262 |
65,118 |
24,571 |
0 |
Each of the director nominees (who stood for re-election) and proposals received the necessary votes in favor to be adopted by the Company’s shareholders at the Annual Meeting.
Item 8.01 Other Events.
On March 1, 2022, the Company issued a press release announcing an extension of its stock repurchase program. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
Press release of MarineMax, Inc. dated March 1, 2022, entitled “MarineMax Extends Stock Repurchase Program”
Exhibit Index
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Exhibit No. |
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Description |
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99.1 |
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104 |
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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 hereunto duly authorized.
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MarineMax, Inc. |
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/s/ Michael H. McLamb Name: Michael H. McLamb |
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Exhibit 99.1
MARINEMAX EXTENDS STOCK REPURCHASE PROGRAM
CLEARWATER, FL, March 1, 2022 – MarineMax, Inc. (NYSE: HZO), the world’s largest recreational boat and yacht retailer, today announced that its Board of Directors approved an extension of its previously announced stock repurchase plan authorizing the Company to repurchase up to a total of 10 million shares of its common stock during the period ending March 31, 2024. The new repurchase plan extends the March 2020 plan, which authorized the repurchase of up to 10 million shares through March 31, 2022, of which approximately 700,000 shares had been repurchased as of February 24, 2022. Under the plan, the Company may purchase common stock from time to time in the open market or in privately negotiated block purchase transactions.
The amount and timing of any purchases will depend upon a number of factors, including the price and availability of the Company's stock and general market conditions. The Company intends to repurchase shares to mitigate the dilutive effect of restricted stock and shares repurchased may be reserved for later reissue in connection with employee benefit plans and other general corporate purposes.
As of February 9, 2022, the Company had 21,884,062 shares of common stock outstanding.
~ more ~
About MarineMax
MarineMax is the world’s largest recreational boat and yacht retailer, selling new and used recreational boats, yachts and related marine products and services, as well as providing yacht brokerage and charter services. MarineMax has over 100 locations worldwide, including 79 retail dealership locations, which includes 31 marinas or storage operations. Through Fraser Yachts and Northrop and Johnson, the Company also is the largest super-yacht services provider, operating locations across the globe. Cruisers Yachts, a MarineMax company, manufactures boats and yachts with sales through our select retail dealership locations and through independent dealers. Intrepid Powerboats, a MarineMax company, manufactures powerboats and sells through a direct-to-consumer model. MarineMax provides finance and insurance services through wholly owned subsidiaries and operates MarineMax Vacations in Tortola, British Virgin Islands. The Company also operates Boatyard, a pioneering digital platform that enhances the boating experience. MarineMax is a New York Stock Exchange-listed company (NYSE: HZO). For more information, please visit www.marinemax.com.
Forward Looking Statement
Certain statements in this press release are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include those regarding the Company’s potential repurchases of its common stock. These statements involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this release. These risks include significant changes in the price and availability of the Company’s stock, general economic conditions, as well as those within our industry, and numerous other factors identified in the Company’s Form 10-K for the fiscal year ended September 30, 2021 and other filings with the Securities and Exchange Commission. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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Contact: |
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Michael H. McLamb |
Brad Cohen or Dawn Francfort |
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Chief Financial Officer |
ICR, LLC. |
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Abbey Heimensen |
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Public Relations |
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MarineMax, Inc. |
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727.531.1700 |
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