Malibu Boats (MBUU) Proxy Filing summary

Executive summary

• Fiscal 2024 saw a 40.3% decline in net sales to $829.0 million and a net loss of $56.4 million, driven by softening retail demand and elevated channel inventories.

• Despite the downturn, strong cash generation enabled continued investment, debt reduction, and $30 million in share repurchases.

• Nine new boat models were introduced across brands, and the company completed a key facility expansion.

• A new CEO, Steven D. Menneto, was appointed in August 2024, following a leadership transition period.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of three directors, (2) ratification of KPMG as auditor, (3) advisory approval of executive compensation, and (4) approval of the 2024 Performance Incentive Plan.

• The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board is composed of nine directors post-2024 meeting, with staggered three-year terms.

• 33% of directors are diverse, including two women and one underrepresented minority.

• All standing committees (Audit, Compensation, Nominating and Governance) are fully independent.

• Annual Board and committee evaluations are conducted, and a clawback policy applies to all named executive officers.

• The Board and committees actively oversee governance, risk, and ESG matters.