MBUU stockholders back board slate, ratify KPMG, favor annual say‑on‑pay

Rhea-AI Filing Summary

Malibu Boats (MBUU) reported the results of its October 24, 2025 annual meeting. Stockholders elected Class III directors Melanie K. Cook (16,132,548 for), Michael K. Hooks (15,349,506 for), and Nancy M. Taylor (15,992,311 for) to terms ending in 2028.

Stockholders ratified KPMG LLP as independent auditor for the fiscal year ending June 30, 2026 with 18,245,093 votes for. The non-binding advisory vote approved named executive officer compensation with 16,795,645 votes for. Stockholders supported holding the say‑on‑pay vote every one year, receiving 16,312,626 votes.

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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): October 24, 2025

MALIBU BOATS, INC.

(Exact Name of Registrant as specified in its charter)

Commission file number: 001-36290

Delaware

5075 Kimberly Way,

Loudon,

Tennessee

37774

46-4024640

(State or other jurisdiction of incorporation or organization)

(Address of principal executive offices, including zip code)

(I.R.S. Employer Identification No.)

(865)			458-5478
(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

 

☐			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
Class A Common Stock, par value $0.01			MBUU			Nasdaq Global Select Market

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 5.07 Submission of Matters to a Vote of Security Holders.

At the annual meeting of stockholders of Malibu Boats, Inc. (the “Company”) held on October 24, 2025 (the “Annual Meeting”), four proposals were voted upon by the Company’s stockholders. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting. A brief description of the proposals and the final results of the votes for each matter follows. 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 following nominees were elected Class III directors of the Company for three-year terms ending in 2028.

Nominee			Votes For			Votes Withheld			Broker Non-Votes
Melanie K. Cook			16,132,548			1,130,101			1,095,304
Michael K. Hooks			15,349,506			1,913,143			1,095,304
Nancy M. Taylor			15,992,311			1,270,338			1,095,304

Proposal 2: Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending June 30, 2026.

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, 2026.

Votes For			Votes Against			Abstentions
18,245,093			56,640			56,220

Proposal 3: Advisory Approval of the Compensation of Named Executive Officers.

The compensation of the Company's named executive officers was approved in a non-binding vote:

Votes For			Votes Against			Abstentions			Broker Non-Votes
16,795,645			460,594			6,410			1,095,304

Proposal 4: Advisory Approval of the Frequency of Future Advisory Votes on the Compensation of Named Executive Officers.

The frequency of "one year" for future advisory votes on the compensation of the Company's named executive officers was approved in a non-binding vote:

One Year			Two Years			Three Years			Abstain			Broker Non-Votes
16,312,626			495			944,226			5,302			1,095,304

Item 9.01 Financial Statements and Exhibits.

Exhibit 104 The Cover Page from this Current Report on Form 8-K formatted in Inline XBRL.

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 27, 2025						/s/ Bruce Beckman
						Bruce Beckman
						Chief Financial Officer

FAQ

What did MBUU stockholders approve at the 2025 annual meeting?

They elected three Class III directors, ratified KPMG LLP as auditor for FY ending June 30, 2026, approved say‑on‑pay, and chose a one‑year say‑on‑pay frequency.

Who was elected to Malibu Boats' board and with how many votes?

Melanie K. Cook (16,132,548 for), Michael K. Hooks (15,349,506 for), and Nancy M. Taylor (15,992,311 for) were elected for terms ending in 2028.

Was KPMG LLP ratified as MBUU's independent auditor?

Yes. KPMG LLP was ratified with 18,245,093 votes for, 56,640 against, and 56,220 abstentions.

Did Malibu Boats' say‑on‑pay receive approval?

Yes. The advisory vote on executive compensation passed with 16,795,645 votes for, 460,594 against, and 6,410 abstentions.

What say‑on‑pay frequency did MBUU stockholders prefer?

One year received 16,312,626 votes; two years 495; three years 944,226; 5,302 abstentions.

Which share classes voted on these proposals?

Holders of Class A and Class B common stock voted together as a single class on all matters.

When was the Malibu Boats annual meeting held?

October 24, 2025.