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
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Date of Report (Date of Earliest Event Reported): |
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February 21, 2019 |
MarineMax, Inc.
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(Exact name of registrant as specified in its charter)
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Florida |
1-14173 |
59-3496957 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
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of incorporation) |
File Number) |
Identification No.) |
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2600 McCormick Drive, Suite 200, Clearwater, Florida |
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33759 |
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_________________________________ (Address of principal executive offices) |
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___________ (Zip Code) |
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Registrant’s telephone number, including area code: |
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727-531-1700 |
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Not Applicable
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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))
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. [ ]
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 21, 2019, the Board of Directors (the “Board”) of MarineMax, Inc. (the “Company”) elected W. Brett McGill to the Board. Mr. Brett McGill is the son of William H. McGill, Jr. As an executive officer of the Company, compensation decisions relating to Mr. Brett McGill are performed in the same manner as for the Company’s other executive officers.
There is no arrangement or understanding pursuant to which Mr. Brett McGill was selected as a director. Given Mr. Brett McGill’s current status as an employee of the Company, he will not: (1) receive compensation for serving as a member of the Board or (2) serve as a member of any committee of the Board.
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Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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On February 21, 2019, the Company held its Annual Meeting to consider and vote upon the following proposals: (1) to elect three directors, each to serve for a three-year term expiring in 2022; (2) to approve (on an advisory basis) the Company’s executive compensation (“say-on-pay”); (3) to approve an amendment to our 2008 Employee Stock Purchase Plan to increase the number of shares available for issuance under that plan by 500,000 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, 2019.
Proposal 1:To elect three directors, each to serve for a three-year term expiring in 2022.
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Nominee |
For |
Against |
Abstain |
Broker Non-Votes |
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George E. Borst |
18,977,062 |
199,597 |
1,089 |
1,528,643 |
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Hilliard M. Eure III |
18,768,063 |
408,594 |
1,091 |
1,528,643 |
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Joseph A. Watters |
18,799,242 |
377,716 |
790 |
1,528,643 |
Proposal 2: To approve (on an advisory basis) the Company's executive compensation ("say-on-pay").
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For |
Against |
Abstain |
Broker Non-Votes |
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18,603,892 |
563,368 |
10,488 |
1,528,643 |
Proposal 3: To approve an amendment to our 2008 Employee Stock Purchase Plan to increase the number of shares available for issuance under that plan by 500,000 shares.
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For |
Against |
Abstain |
Broker Non-Votes |
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19,020,450 |
154,963 |
2,335 |
1,528,643 |
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, 2019.
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For |
Against |
Abstain |
Broker Non-Votes |
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.
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Item 8.01. |
Other Events.
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On February 26, 2019, the Company issued a press release announcing a new stock repurchase program. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
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Item 9.01. |
Financial Statements and Exhibits. |
Press release of MarineMax, Inc. dated February 26, 2019, entitled "MarineMax Announces Stock Repurchase Program."
Exhibit Index
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Exhibit No. |
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Description |
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99.1 |
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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 hereunto duly authorized.
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MarineMax, Inc. |
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/s/ Michael H. McLamb Name: Michael H. McLamb |
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Exhibit 99.1
MarineMax Announces Stock Repurchase Program
CLEARWATER, FL, February 26, 2019 – MarineMax, Inc. (NYSE: HZO), the nation’s largest recreational boat and yacht retailer, today announced that its Board of Directors approved a new stock repurchase plan authorizing the Company to repurchase 2.33 million shares of its common stock during the period from today through the end of February 2021. The new repurchase plan follows the February 2017 plan, which authorized the repurchase of up to 2.0 million shares, of which 1.67 million shares had been repurchased. Shares not yet repurchased under the old plan have been carried over into the new plan. Under the new plan, the Company may purchase common stock from time to time in the open market or in privately negotiated block purchase transactions.
The amount and timing of any purchases will depend upon a number of factors, including the price and availability of the Company's stock and general market conditions. The Company intends to repurchase shares to mitigate the dilutive effect of stock options, and shares repurchased may be reserved for later reissue in connection with employee benefit plans and other general corporate purposes.
As of February 25, 2019, the Company had 22,836,982 shares of common stock outstanding.
About MarineMax
Headquartered in Clearwater, Florida, MarineMax is the nation’s largest recreational boat and yacht retailer. Focused on premium brands, such as Sea Ray, Boston Whaler, Hatteras, Azimut Yachts, Ocean Alexander, Galeon, Grady-White, Harris, Bennington, Crest, MasterCraft, NauticStar, Scout, Sailfish, Scarab Jet Boats, Tige, Yamaha Jet Boats, Aquila, Aviara, and Nautique, MarineMax sells new and used recreational boats and related marine products and services as well as provides yacht brokerage and charter services. MarineMax currently has 64 retail locations in Alabama, Connecticut, Florida, Georgia, Maryland, Massachusetts, Minnesota, Missouri, New Jersey, New York, North Carolina, Ohio, Oklahoma, Rhode Island, South Carolina and Texas and operates MarineMax Vacations in Tortola, British Virgin Islands. MarineMax is a New York Stock Exchange-listed company. For more information, please visit www.marinemax.com.
Certain statements in this press release are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include those regarding the Company’s potential repurchases of its common stock. These statements involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this release. These risks include significant changes in the price and availability of the Company’s stock, general economic conditions, as well as those within our industry, and numerous other factors identified in the Company’s Form 10-K for the fiscal year ended September 30, 2018 and other filings with the Securities and Exchange Commission.
CONTACT: Michael H. McLambBrad Cohen
Chief Financial OfficerICR, Inc.
Abbey Heimensen203.682.8211
Public Relationsbcohen@icrinc.com
MarineMax, Inc.
727.531.1700
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