OneWater Marine (ONEW) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on February 19, 2026, with voting on director elections, executive compensation, and auditor ratification.

• Only holders of Class A common stock as of December 29, 2025, are eligible to vote; each share has one vote.

• The Board recommends voting for all proposals and has provided online and mail voting options.

• Proxy materials are distributed electronically to reduce costs, with paper copies available upon request.

Voting matters and shareholder proposals

• Proposals include electing nine directors, an advisory vote on executive compensation, and ratifying Grant Thornton LLP as auditor.

• Abstentions count as votes against, while broker non-votes have no effect except for auditor ratification.

• Shareholder proposals for the 2027 meeting must be submitted by September 11, 2026, following specific bylaw requirements.

Board of directors and corporate governance

• Nine director nominees are proposed, with one current director not standing for reelection.

• The Board is majority independent, with all committee members meeting Nasdaq and SEC independence standards.

• Leadership structure separates the roles of Executive Chairman and CEO, with a Lead Independent Director.

• Board committees include audit, compensation, and nominating/governance, each with defined charters and responsibilities.

• Directors are required to meet share ownership guidelines and receive a mix of cash and equity compensation.