Current Report Filing (8-k)

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 23, 2023

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 23, 2023, 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 2026; (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 1,300,000 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, 2023.

Proposal 1: To elect four directors, each to serve for a three-year term expiring in 2026.



Nominee	For	Against	Abstain	Broker Non-Votes
W. Brett McGill	17,541,932	84,934	33,513	1,774,234
Michael H. McLamb	16,233,842	1,392,193	34,344	1,774,234
Clint Moore	17,222,633	402,489	35,257	1,774,234
Evelyn V. Follit	16,306,480	1,319,066	34,833	1,774,234

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



For	Against	Abstain	Broker Non-Votes
17,029,248	585,534	45,597	1,774,234

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 1,300,000 shares.



For	Against	Abstain	Broker Non-Votes
14,109,766	3,384,190	166,423	1,774,234

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, 2023.



For	Against	Abstain	Broker Non-Votes
18,842,915	557,806	33,892	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.

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 27, 2023	By:	/s/ Michael H. McLamb
			Name: Michael H. McLamb Title: Executive Vice President, Chief Financial Officer and Secretary