Malibu Boats Elects Directors, Appoints Officers

TL;DR

Malibu Boats (MBUU) filed an 8-K detailing director elections, officer appointments, and financial exhibits as of Oct 23, 2024.

AI Summary

Malibu Boats, Inc. announced on October 23, 2024, the election of new directors and the appointment of certain officers. The company also reported on matters submitted to a vote of security holders and filed financial statements and exhibits. This filing details changes in the company's board and executive team, along with other corporate governance and financial updates.

Why It Matters

Changes in board composition and executive appointments can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing is primarily procedural, reporting on board and officer changes and standard financial disclosures, with no immediate negative financial implications.

Key Players & Entities

• MALIBU BOATS, INC. (company) — Registrant
• October 23, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 5075 Kimberly Way, Loudon, Tennessee 37774 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 M — stered Class A Common Stock, par value $0.01 MBUU Nasdaq Global Select Market Indica

Filing Documents

• mbuu-20241023.htm (8-K) — 46KB
• mbuu-arbylawsoct2024.htm (EX-3.1) — 181KB
• mbuu-2024performanceincent.htm (EX-10.1) — 126KB
• mbuu-20241023_g1.jpg (GRAPHIC) — 18KB
• 0001590976-24-000095.txt ( ) — 581KB
• mbuu-20241023.xsd (EX-101.SCH) — 2KB
• mbuu-20241023_lab.xml (EX-101.LAB) — 22KB
• mbuu-20241023_pre.xml (EX-101.PRE) — 13KB
• mbuu-20241023_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws

Item 5.03 Amendments to Articles of Incorporation or Bylaws. On October 23, 2024, the Board of Directors (the " Board ") of the Company approved and adopted an amendment and restatement of the Company's bylaws (as so amended, the " Bylaws "), which became effective immediately upon approval. The amendment and restatement revise the advance notice provisions of the bylaws to remove or clarify certain informational and other requirements for stockholder proponents and director nominees, including removing the requirement to disclose compensatory and other monetary agreements with persons acting in concert with the stockholder proponent. The Bylaws also provide that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for the exclusive use by the Board of Directors. The foregoing description of the changes contained in the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's stockholders voted on the matters disclosed in the Proxy Statement. The final voting results for the matters submitted to a vote of the Company's stockholders are provided below. The total number of shares present in person or by proxy was equal to 90.11% of the outstanding voting power of all shares of the Company's capital stock entitled to vote at the annual meeting, thereby constituting a quorum for the purpose of the annual meeting. Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present. All matters presented to the Company's stockholders at the annual meeting were voted on by the holders of the Company's Class A common stock and Class B common stock, voting together as a single class. Proposal 1: Election of Directors The Company's stockholders elected the three individuals below to serve as Class II directors until the Company's 2027 annual meeting of stockholders and until their successors are duly elected and qualified. Nominee Votes For Votes Withheld Broker Non-Votes James R. Buch 12,475,702 5,010,576 817,297 Steven D. Menneto 17,382,313 103,965 817,297 Peter E. Murphy 12,582,309 4,903,969 817,297 Proposal 2: Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm The Company's stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2025. Votes For Votes Against Abstentions 18,214,001 78,998 10,576 Proposal 3: Approval, on a Non-binding Advisory Basis, of the Compensation of the Company's Named Executive Officers The Company's stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers. Votes For Votes Against Abstentions Broker Non-Votes 17,085,646 378,311 22,321 817,297 Proposal 4: Approval of the

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit 3.1 Second Amended and Restated Bylaws of Malibu Boats, Inc., dated October 23, 2024 Exhibit 10.1 Malibu Boats, Inc.'s 2024 Performance Incentive Plan Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. Malibu Boats, Inc. Date: October 28, 2024 /s/ Steven D. Menneto Steven D. Menneto Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR