MarineMax EGM 2026
Review the key takeaways and the transcript of this earnings call.
Transcript
Preview the first fifteen paragraphs, organized by speaker.
Good day, and welcome to the MarineMax Inc. special meeting. Today's presentation is being recorded. At this time, I'd like to turn the conference over to Ms. Rebecca White, Chair of the Board. Please go ahead, ma'am. Thank you.
Welcome to the special meeting of shareholders of MarineMax Inc. I am Rebecca White, Chair of the Board of MarineMax. I will act as Chair of this meeting, and Michael McLamb, Executive Vice President, Chief Financial Officer, and Secretary of MarineMax, will act as the Secretary of this meeting. The agenda for today's meeting and the rules of conduct that will govern today's meeting are available on our virtual meeting portal. It is now shortly after 10:00 A.M. Eastern Time on November 11, 2026, I hereby call this meeting to order. I will now call on Mr. McLamb to present certain items in connection with the holding of this meeting.
I present to this meeting copies of the notice of special meeting and proxy statement, which were mailed to those persons who were shareholders of MarineMax as of 5:00 P.M. Eastern Time on September 23, 2026, the record date for this meeting, together with an affidavit as to the mailing of such materials commencing on October 2, 2026, all of which will be filed with and made a part of the minutes of this meeting and are similarly available on our virtual meeting portal.
Anthony P. Carideo has been duly appointed as inspector of elections of this meeting and has taken the oath of office, which I direct be filed with the minutes of this meeting. Mr. McLamb, please report the attendance virtually and represented by proxy at this meeting.
Our amended and restated bylaws provide that the presence, in person or by proxy, of the holders of a majority in voting power of all outstanding shares of MarineMax common stock entitled to vote at this meeting constitutes a quorum. Virtual attendance at this meeting constitutes presence in person for purposes of determining a quorum. Immediately prior to the commencement of this meeting, holders of shares representing approximately 74% of the shares of MarineMax common stock outstanding and entitled to vote were present virtually or represented by proxy.
I declare that we have a quorum present and that this meeting is duly convened. We will now proceed with the items presented in the proxy statement furnished to our shareholders. If you have already submitted a valid proxy and do not wish to revoke it, you do not have to vote now during this meeting. Your votes will be cast as indicated on your proxy card. If you wish to change your vote or have not yet voted, please vote now. You are able to vote at any time during this meeting until I close the polls.
The first item of business today is the proposal to consider and vote on a proposal to adopt and approve the agreement and plan of merger dated as of August 9, 2026, by and among SHM Holdco, LLC, a Delaware limited liability company, Intrepid Holdco, Inc., a Florida corporation, and an indirect wholly owned subsidiary of SHM Holdco, LLC, and MarineMax, pursuant to which Intrepid Holdco, Inc. will merge with and into MarineMax, with MarineMax continuing as the surviving corporation of the merger as an indirect wholly owned subsidiary of SHM Holdco, LLC in accordance with the Florida Business Corporation Act, and to approve the merger as further described in the proxy statement and referred to as the Merger Proposal.
The affirmative vote of the holders of a majority of the votes entitled to be cast on the Merger Proposal by the holders of shares of MarineMax common stock is required to approve the Merger Proposal. The second item of business today is to consider and vote on a non-binding advisory proposal to approve compensation that may be paid or become payable by MarineMax to its named executive officers in connection with the merger, as further described in the proxy statement and referred to as the Advisory Compensation Proposal. The affirmative vote of the holders of a majority of the total number of votes cast by the holders of shares of MarineMax common stock is required to approve the Advisory Compensation Proposal.
The third item of business today is to consider and vote on a proposal to approve an adjournment of the meeting from time to time if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the Merger Proposal or in the absence of a quorum, as further described in the proxy statement and referred to as the Adjournment Proposal. I, as Chair of this meeting, do not believe at this time that an adjournment of this meeting is necessary or appropriate. Accordingly, at this time, I do not intend to open and close the polls on the Adjournment Proposal. I will inform you if I make a contrary determination. MarineMax's Board of Directors recommends that you vote for each of the Merger Proposal and the Advisory Compensation Proposal.
Please cast your votes if you have not already done so. I will shortly be closing the polls. The time is now 10:06 A.M. Eastern Time, and the polls are now closed. We will now report the results of voting. Based on the preliminary report of the inspector of elections, sufficient votes have been cast so that the Merger Proposal and the Advisory Compensation Proposal have passed. The exact and final voting results for the proposals voted on at the meeting will be reported in a current report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission within four business days of today's meeting. This concludes the meeting. Thank you all for attending the special meeting and for your continued support of MarineMax.
Once again, that does conclude today's meeting. We thank you all for your participation.
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3 people spoke on this call — only 2 are shown here.
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