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): November 3, 2021
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):
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| ☐ | 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.
On November 3, 2021, Malibu Boats, Inc. (the “Company”) held its annual meeting of stockholders. At the annual meeting, stockholders voted on the matters disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 21, 2021 (the “Proxy Statement”). The final voting results for the matters submitted to a vote of stockholders are provided below.
The total number of shares present in person or by proxy was equal to 90.0% 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 2024 annual meeting of stockholders and until their successors are duly elected and qualified.
| | | | | | | | | | | |
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| James R. Buch | 15,905,771 | 2,261,694 | 1,093,451 |
| Joan M. Lewis | 17,441,729 | 725,736 | 1,093,451 |
| Peter E. Murphy | 15,857,386 | 2,310,079 | 1,093,451 |
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, 2022.
| | | | | | | | |
| Votes For | Votes Against | Abstentions |
| 19,250,880 | 1,468 | 8,568 |
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 |
| 17,985,812 | 167,905 | 13,747 | 1,093,452 |
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: November 9, 2021 | | /s/ Jack Springer |
| | Jack Springer |
| | Chief Executive Officer |
