MarineMax (NYSE: HZO) shareholders approve directors, pay plan and add 415,000 shares

Rhea-AI Filing Summary

MarineMax, Inc. held its Annual Meeting on March 3, 2026, where shareholders approved all four proposals on the ballot. They re-elected three directors—William Brett McGill, Odilon Almeida, and Daniel Schiappa—for three-year terms expiring in 2029.

Shareholders approved, on an advisory basis, the Company’s executive compensation, and also approved an amendment to the 2021 Stock-Based Compensation Plan to increase the number of shares available for issuance under the plan by 415,000 shares. In addition, shareholders ratified the appointment of KPMG LLP as independent auditor for the fiscal year ending September 30, 2026.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

Date of Report (Date of earliest event reported): March 03, 2026

MarineMax, Inc.

(Exact name of Registrant as Specified in Its Charter)

Florida			1-14173	59-3496957
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
501 Brooker Creek Boulevard
Oldsmar, Florida				34677
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 727 531-1700

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.001 per share		HZO		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described below in Item 5.07 of this Current Report on Form 8-K, on March 3, 2026, the shareholders of MarineMax, Inc. (the “Company”) approved an amendment to its 2021 Stock-Based Compensation Plan (the “Plan”) to increase the number of shares available for issuance under the Plan by 415,000 shares.

A description of the material terms of the Plan is set forth in Proposal No. 3 in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on January 21, 2026, and such description is incorporated by reference herein. The summary above is qualified in its entirety by reference to the full text of the Plan, as amended, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 3, 2026, 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 2029; (2) to approve (on an advisory basis) the Company’s executive compensation (“say-on-pay”); (3) to approve an amendment to our 2021 Stock-Based Compensation Plan to increase the number of shares available for issuance under that plan by 415,000 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, 2026.

Proposal 1: To elect three directors, each to serve for a three-year term expiring in 2029.

Nominee	For	Against	Abstain	Broker Non-Votes
William Brett McGill	13,942,834	4,266,909	2,942	2,408,357
Odilon Almeida	15,866,497	2,300,069	46,119	2,408,357
Daniel Schiappa	16,016,030	2,190,405	6,250	2,408,357

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

For	Against	Abstain	Broker Non-Votes
13,838,107	1,536,192	2,838,386	2,408,357

Proposal 3: To approve an amendment to our 2021 Stock-Based Compensation Plan to increase the number of shares available for issuance under that plan by 415,000 shares.

For	Against	Abstain	Broker Non-Votes
13,732,171	1,627,312	2,853,202	2,408,357

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, 2026.

For	Against	Abstain	Broker Non-Votes
19,511,049	205,500	904,493	0

Each of the director nominees and Proposals 2, 3, and 4 received the necessary votes in favor to be adopted by the Company’s shareholders at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amended and Restated 2021 Stock-Based Compensation Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.

			MarineMax, Inc.
Date:	March 3, 2026	By:	/s/ Michael H. McLamb
			Name: Michael H. McLamb Title: Executive Vice President, Chief Financial Officer and Secretary

FAQ

What key decisions did MarineMax (HZO) shareholders make at the 2026 Annual Meeting?

MarineMax shareholders approved all four proposals at the 2026 Annual Meeting. They re-elected three directors, supported executive compensation on an advisory basis, expanded the 2021 Stock-Based Compensation Plan by 415,000 shares, and ratified KPMG LLP as independent auditor for the fiscal year ending September 30, 2026.

How did MarineMax (HZO) shareholders vote on executive compensation in 2026?

Shareholders approved MarineMax’s executive compensation on an advisory basis. The vote totaled 13,838,107 shares in favor, 1,536,192 against, and 2,838,386 abstentions, with 2,408,357 broker non-votes, indicating overall support for the company’s current pay practices for senior management.

What change was made to MarineMax’s 2021 Stock-Based Compensation Plan?

MarineMax shareholders approved an amendment to the 2021 Stock-Based Compensation Plan. The amendment increases the number of shares available for issuance under the plan by 415,000 shares, providing additional equity capacity for future stock-based awards to eligible participants under the plan.

Which directors were elected at MarineMax’s 2026 Annual Meeting and how strong was support?

Three directors were elected for terms expiring in 2029: William Brett McGill, Odilon Almeida, and Daniel Schiappa. Each received more votes for than against, with McGill receiving 13,942,834 for, Almeida 15,866,497 for, and Schiappa 16,016,030 for, plus broker non-votes.

Who is MarineMax’s independent auditor for the fiscal year ending September 30, 2026?

MarineMax shareholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending September 30, 2026. The ratification received 19,511,049 votes for, 205,500 against, and 904,493 abstentions, with no broker non-votes recorded on this proposal.

Did all proposals at MarineMax’s 2026 Annual Meeting receive sufficient shareholder support?

Yes, each proposal received the necessary votes to be adopted. All three director nominees were elected, the advisory say-on-pay resolution passed, the stock plan amendment adding 415,000 shares was approved, and KPMG LLP was ratified as auditor for the fiscal year ending September 30, 2026.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 141.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 23.3 KB