Washington, D.C. 20549
OneWater Marine Inc.
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:
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
As described under Item 5.07 below, OneWater Marine Inc. (the “
Company”) held its 2021 Annual Meeting of Stockholders (the “
Annual Meeting”) on February 23, 2021. At the
Annual Meeting, the
Company’s stockholders approved the
OneWater Marine Inc. 2021 Employee Stock Purchase Plan (the “
ESPP”), which was approved and adopted by the Company’s Board of Directors (the “
Board”) as of January 13, 2021 (the “
Adoption Date”), subject to stockholder approval at the
Annual Meeting. The effective date of the
ESPP is February 23, 2021, and, unless earlier terminated, the
ESPP will expire on the twentieth anniversary of the
Adoption Date. The
ESPP will be administered by the
Board or by one or more committees to which the
Board delegates such administration.
The
ESPP enables eligible employees to purchase shares of the
Company’s
Class A common stock, par value $0.01 per share (“
Class A common stock”) at a discount through participation in discrete offering periods. The
ESPP is intended to qualify as an employee stock purchase plan under section 423 of the Internal Revenue Code of 1986, as amended. Up to a maximum of 299,505 shares of the
Company’s
Class A common stock may be issued under the
ESPP, subject to certain adjustments as set forth in the
ESPP. On the first day of each fiscal year during the term of the
ESPP, beginning on October 1, and ending on (and including) September 30, the number of shares of
Class A common stock that may be issued under the
ESPP will increase by a number of shares equal to the least of (i) 1% of the outstanding shares on the
Adoption Date, or (ii) such lesser number of shares (including zero) that the administrator determines for purposes of the annual increase for that fiscal year. The number of shares of
Class A common stock that may be granted to any single participant in any single option period will be subject to certain limitations set forth in the plan.
A description of the material terms and conditions of the
ESPP is provided on pages 10-13 of the
Company’s proxy statement filed with the U.S. Securities and Exchange Commission on January 13, 2021, which description and text are incorporated herein by reference. The foregoing description of the
ESPP does not purport to be complete and is qualified in its entirety by the full text of the
ESPP, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
As described in Item 5.02 above, the
Company held its
Annual Meeting on February 23, 2021. As of January 4, 2021, the record date for the
Annual Meeting, 10,867,291 shares of
Class A common stock and 4,108,007 shares of the
Company’s
Class B common stock, par value $0.01 per share (together with
Class A common stock, the “common stock”) were outstanding and entitled to vote at the
Annual Meeting. Each share of common stock was entitled to one vote on all matters voted upon at the
Annual Meeting. A summary of the matters voted upon by the stockholders and the final voting results for each such matter are set forth below.
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.
