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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 12, 2026
Marine Products Corporation
(Exact name of registrant as specified in its charter)
_________________________
| Delaware |
001-16263 |
58-2572419 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
2801 Buford Highway NE, Suite 300, Atlanta,
Georgia 30329
(Address of principal executive offices) (zip code)
(404) 321-7910
(Registrant's telephone number, including area
code)
N/A
(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 (see General
Instruction A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
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| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ |
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, $0.10 par value |
|
MPX |
|
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 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 12, 2026, Marine Products Corporation, a Delaware corporation
(“Marine Products”), held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals
related to the Agreement and Plan of Merger, dated as of February 5, 2026 (the “Merger Agreement”), by and among MasterCraft
Boat Holdings, Inc., a Delaware corporation (“MasterCraft”), Titan Merger Sub 1, Inc., a Delaware corporation and a wholly
owned, direct subsidiary of MasterCraft (“Merger Sub I”), Titan Merger Sub 2, LLC., a Delaware limited liability company and
a wholly owned, direct subsidiary of MasterCraft (“Merger Sub II”), and Marine Products. Subject to the terms and conditions
of the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement, MasterCraft will acquire Marine Products
through (i) the merger of Merger Sub I with and into Marine Products (the “First Merger”), with Marine Products surviving
the First Merger as a direct wholly owned subsidiary of MasterCraft, and (ii) immediately following the First Merger, the merger of Marine
Products with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”),
with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of MasterCraft.
As of the close of business on March 30, 2026, the record date of the
Special Meeting, there were 35,234,398 shares of common stock of Marine Products, par value $0.10 per share (“Common Stock”)
issued and outstanding, each of which was entitled to one vote with respect to each proposal voted on at the Special Meeting. A total
of 30,817,468 shares of Common Stock, representing approximately 87.46% of the outstanding shares of Common Stock entitled to vote at
the Special Meeting, were present in person or represented by proxy, constituting a quorum to conduct business at the Special Meeting.
At the Special Meeting, Marine Products’ stockholders considered
the following proposals:
| 1. | a proposal to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Mergers (the “Merger
Agreement Proposal”); |
| 2. | a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive
officers of Marine Products in connection with the transactions contemplated by the Merger Agreement (the “Merger-Related Compensation
Proposal”); and |
| 3. | a proposal to adjourn the Special Meeting from time to time, if deemed by the chair of the Special Meeting to be necessary or appropriate,
including to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the
Merger Agreement Proposal (the “Adjournment Proposal”). |
Each of the proposals was approved by the requisite vote of Marine
Products’ stockholders. The voting results for each proposal are as follows:
Merger Agreement Proposal
| For |
Against |
Abstentions |
| 30,470,005 |
331,629 |
15,834 |
Merger-Related Compensation Proposal
| For |
Against |
Abstentions |
| 30,268,825 |
500,445 |
48,194 |
Adjournment Proposal
| For |
Against |
Abstentions |
| 30,306,178 |
430,017 |
81,272 |
Although the Adjournment Proposal
was approved, adjournment of the Special Meeting was not necessary or appropriate because Marine Products’ stockholders approved
the Merger Agreement Proposal.
As previously disclosed, in connection with the Mergers, on March 6,
2026, each of MasterCraft and Marine Products filed a Notification and Report Form as required under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the “HSR Act”), with the Federal Trade Commission and the Antitrust Division of the Department of
Justice. On April 6, 2026, at 11:59 p.m. Eastern Time, the waiting period with respect to the Notification and Report Forms under the
HSR Act expired. Accordingly, the condition precedent to the Mergers relating to the expiration or termination of the waiting period under
the HSR Act has been satisfied. Subject to the satisfaction or waiver of certain other closing conditions set forth in the Merger Agreement,
the Mergers are expected to close on or about May 15, 2026.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K (this “Current
Report”) are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future
events or future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause MasterCraft’s,
Marine Products’ or the combined company’s actual results, levels of activity, performance, or achievements or those of the
boating industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking
statements may be identified by the use of words like “may,” “will,” “could,” “would,”
“should,” “expect,” “anticipate,” “believe,” “project,” “estimate,”
“intend,” “plan,” “pro forma,” or any variations or other comparable terminology.
Forward-looking statements are subject to risks, uncertainties and
other important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements,
including, but not limited to, risks and uncertainties around the occurrence of any event, change or other circumstance that could give
rise to the termination of the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant
to the Merger Agreement; the risk that the conditions to the completion of the proposed transactions are not satisfied in a timely manner
or at all; the possibility that competing offers or proposed transaction proposals may be made; the risks arising from the integration
of the MasterCraft and Marine Products businesses; the risk that the anticipated benefits and synergies of the proposed transactions may
not be realized when expected or at all and that the proposed transactions may not be completed in a timely manner or at all; the risk
of unexpected costs or expenses resulting from the proposed transactions; the risk of litigation related to the proposed transactions,
including resulting expense or delay; the risks related to disruption to ongoing business operations and diversion of management’s
time as a result of the proposed transactions; the risk that the proposed transactions may have an adverse effect on the ability of MasterCraft
and Marine Products to retain key personnel, dealers and suppliers; the risk that the credit ratings of the combined company declines
following the proposed transactions; the risk that the announcement or the consummation of the proposed transactions has a negative effect
on the market price of the capital stock of MasterCraft and Marine Products or on MasterCraft’s and Marine Products’ operating
results; the risk of product liability litigation or government or regulatory action, including related to product liability claims; the
risk of product efficacy or safety concerns resulting in product recalls or regulatory action; risks relating to inflation and other economic
factors, such as interest rate and currency exchange rate fluctuations, government trade or similar regulatory actions (including current
and potential trade and tariff actions and other constraints on trade affecting the countries where MasterCraft and Marine Products operate
and the resulting negative impacts on each company’s supply chain, commodity costs, and consumer spending), natural disasters, acts
of war, terrorism, catastrophes, pandemics, epidemics, or other disease outbreaks, the prices and availability of MasterCraft’s
and Marine Products’ raw materials, manufacturing difficulties or delays or supply chain disruptions, disruptions in the capital
and credit markets, counterparty defaults (including dealers, suppliers and financial institutions with which MasterCraft and
Marine Products do business), impairment of goodwill and intangible assets and projections of operating results and other factors
that may affect impairment testing; changes in customer preferences; severe weather conditions; regional instabilities and hostilities;
potential competitive pressures on selling prices for the products of MasterCraft and Marine Products; general economic and political
conditions globally and in the markets in which MasterCraft and Marine Products do business; the ability to maintain key dealer relationships,
competition, including technological advances, new products, and intellectual property attained by competitors; challenges inherent in
new product research and development; uncertainty of commercial success for new and existing products and digital capabilities; challenges
to intellectual property protections; the ability of MasterCraft and Marine Products to successfully execute business development strategy
and other strategic plans; changes to applicable laws and regulations and other requirements imposed by stakeholders; and changes in behavior
and spending patterns of consumers.
These and other important factors discussed under the caption “Risk
Factors” in MasterCraft’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the SEC on August
27, 2025, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings made with the SEC, and Marine
Products’ Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, as amended
by Amendment No. 1 to the Annual Report on Form 10-K, filed with the SEC on April 29, 2026, subsequent Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, and other filings made with the SEC, in each case could cause actual results to differ materially from those
indicated by the forward-looking statements. The discussion of these risks is specifically incorporated by reference into this Current
Report.
Any such forward-looking statements represent estimates as of the date
of this Current Report. These forward-looking statements should not be relied upon as representing our views as of any date subsequent
to the date of this Current Report. Marine Products undertakes no obligation (and expressly disclaims any obligation) to update or supplement
any forward-looking statements that may become untrue or cause our views to change, whether because of new information, future events,
changes in assumptions or otherwise. Comparisons of results for current and prior periods are not intended to express any future trends
or indications of future performance, unless expressed as such, and should only be viewed as historical data.
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.
| |
Marine Products Corporation |
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|
| Date: May 12, 2026 |
/s/ Michael L. Schmit |
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Michael L. Schmit |
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Vice President, Chief Financial Officer |
