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): August 27, 2024 |
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 |
|
|
2600 McCormick Drive, Suite 200 |
Clearwater, Florida 33759 |
(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.
Resignation from the Board
On August 27, 2024, Hilliard M. Eure III resigned as a member of the Board of Directors (the “Board”) of MarineMax, Inc. (the “Company”), effective September 1, 2024. Mr. Eure’s decision to resign was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment to the Board
On August 27, 2024, the Board appointed Bonnie Biumi to serve as a member of the Board, succeed Mr. Eure as the Audit Committee Chair and serve on the Nominating/Corporate Governance Committee, effective upon Mr. Eure’s resignation. Ms. Biumi will serve as a Class III director with a term expiring in 2025 or until her successor is elected and qualified.
The Board determined that Ms. Biumi will be an independent director. Ms. Biumi will be compensated for her services in the manner consistent with that of the Company’s other independent directors, as discussed in the Company’s filings with the U.S. Securities and Exchange Commission. There are no transactions in which Ms. Biumi has an interest requiring disclosure under Item 404(a) of Regulation S-K and no arrangement or understanding between Ms. Biumi and any other persons pursuant to which she was selected as a director.
Item 7.01 Regulation FD Disclosure.
On August 28, 2024, the Company issued a press release announcing the changes to the Board described above in Item 5.02. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished herewith pursuant to Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
SIGNATURE
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: | August 28, 2024 | By: | /s/ Michael H. McLamb |
| | | Name: Michael H. McLamb
Title: Executive Vice President, Chief Financial Officer and Secretary
|
