OneWater Marine (ONEW) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on February 20, 2025, with voting available online, by phone, or by mail for shareholders of record as of January 2, 2025.

• Shareholders will vote on the election of nine directors, an advisory say-on-pay vote, and ratification of the independent auditor.

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

• The company had an 8% revenue decline in fiscal 2024, with net loss of $6 million and adjusted EBITDA down 53% to $82 million.

Voting matters and shareholder proposals

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

• The board recommends voting FOR all proposals.

• Shareholders can submit proposals for the 2026 meeting by September 12, 2025, and director nominations between October 23 and November 22, 2025.

Board of directors and corporate governance

• The board consists of nine members, with a majority deemed independent under Nasdaq and SEC rules.

• Board committees include audit, compensation, and nominating/governance, all composed of independent directors.

• The chairman and CEO roles are separated; the board meets regularly in executive session without management.

• Corporate governance guidelines, codes of ethics, and anti-hedging/pledging policies are in place.

• Board diversity is considered in nominations, with ongoing efforts to increase gender and ethnic representation.