UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 22, 2024
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OneWater Marine Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-39213 | 83-4330138 | ||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
6275 Lanier Islands Parkway Buford, Georgia | 30518 | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s Telephone Number, including Area Code: (678) 541-6300
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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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| o | 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 Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Class A common stock, par value $0.01 per share | ONEW | The Nasdaq Global 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 o
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
OneWater Marine Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on February 22, 2024. As of January 3, 2024, the record date for the Annual Meeting, 14,544,265 shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”) and 1,429,940 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. The proposals are described further in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on January 12, 2024, for the Annual Meeting.
1. Each of the following persons was duly elected by the Company’s stockholders until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier resignation, removal or death, with votes as follows:
| NOMINEE | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||
| Anthony Aisquith | 10,972,745 | 12,640 | 1,405 | 1,751,280 | ||||||||||
| Carmen R. Bauza | 10,968,477 | 16,918 | 1,395 | 1,751,280 | ||||||||||
| Christopher W. Bodine | 10,652,766 | 332,573 | 1,451 | 1,751,280 | ||||||||||
| Bari A. Harlam | 10,915,033 | 70,360 | 1,397 | 1,751,280 | ||||||||||
| Jeffrey B. Lamkin | 10,968,404 | 17,016 | 1,370 | 1,751,280 | ||||||||||
| J. Steven Roy | 10,912,254 | 73,137 | 1,399 | 1,751,280 | ||||||||||
| John F. Schraudenbach | 10,909,078 | 74,792 | 2,920 | 1,751,280 | ||||||||||
| P. Austin Singleton | 10,972,812 | 12,592 | 1,386 | 1,751,280 | ||||||||||
| John G. Troiano | 10,913,024 | 72,276 | 1,490 | 1,751,280 | ||||||||||
2. The advisory (non-binding) vote on a resolution to approve the compensation of the Company’s named executive officers, was approved by the stockholders, with votes as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 10,174,756 | 806,782 | 5,252 | 1,751,280 | ||||||||
3. The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2024, was ratified by the stockholders, with votes as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 12,731,104 | 5,275 | 1,691 | 0 | ||||||||
No other matters were submitted for stockholder action at the Annual Meeting.
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.
| ONEWATER MARINE INC. | ||||||||
| By: | /s/ Jack Ezzell | |||||||
| Name: | Jack Ezzell | |||||||
| Title: | Chief Financial Officer | |||||||
| Dated: February 23, 2024 | ||||||||