MarineMax (HZO) Proxy Filing summary

Executive summary

• Annual meeting scheduled for March 3, 2026, to elect three directors, approve executive compensation, amend the 2021 Stock-Based Compensation Plan, and ratify KPMG as auditor.

• Shareholders of record as of February 13, 2026, are eligible to vote; proxy materials distributed starting February 15, 2026.

• Board recommends voting in favor of all proposals, including director nominees and compensation plan amendment.

Voting matters and shareholder proposals

• Proposals include election of three directors for three-year terms, advisory vote on executive compensation, amendment to increase shares under the 2021 Stock-Based Compensation Plan by 415,000, and ratification of KPMG as auditor.

• Majority of votes cast required for approval of all proposals; say-on-pay vote is advisory.

• Shareholder nominations for directors were withdrawn prior to the meeting.

Board of directors and corporate governance

• Board consists of eight directors divided into three classes, with staggered three-year terms.

• Six of eight directors are independent; board leadership is separated between CEO and Chairperson.

• Board committees (Audit, Compensation, Nominating/Corporate Governance) are composed entirely of independent directors.

• Board diversity: 43% female, 29% ethnically diverse, 88% independent.

• Annual board and committee evaluations are conducted with external consultants.