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

 

MarineMax, Inc.

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(Exact name of registrant as specified in its charter)

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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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.

 

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.

 

Proposal 2: To approve (on an advisory basis) the Company's executive compensation ("say-on-pay").

 

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.

 

 

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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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.

 

 

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.

 

 

 

Press release of MarineMax, Inc. dated February 26, 2019, entitled "MarineMax Announces Stock Repurchase Program."

 

 

 

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Exhibit Index

 

 

 

 

 

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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.