MarineMax (HZO) Proxy Filing summary

Executive summary

• Annual meeting scheduled for February 21, 2025, with key proposals including director elections, executive compensation approval, amendments to equity plans, and auditor ratification.

• Shareholders of record as of December 30, 2024, are eligible to vote; 22,692,065 shares outstanding.

• Proxy materials are distributed primarily via Internet to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Election of three directors for three-year terms expiring in 2028.

• Advisory vote on executive compensation (say-on-pay).

• Amendments to the 2008 Employee Stock Purchase Plan (increase by 500,000 shares, extend to 2035) and 2021 Stock-Based Compensation Plan (increase by 495,000 shares).

• Ratification of KPMG LLP as independent auditor for fiscal year ending September 30, 2025.

• Shareholder proposals for the 2026 annual meeting must be received by September 5, 2025.

Board of directors and corporate governance

• Board consists of nine members, divided into three classes with staggered three-year terms.

• Majority of directors are independent; recent board refreshment with three retirements and one new director.

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

• Chairperson and CEO roles are separated; Rebecca White elected as independent Chairperson in June 2024.

• Board diversity: 57% female, 14% ethnically diverse, 78% independent.

• Annual board and committee evaluations conducted by an external consultant.