Malibu Boats (MBUU) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for October 24, 2025, with voting on director elections, auditor ratification, executive compensation, and the frequency of say-on-pay votes.

• Fiscal 2025 saw net sales of $807.6 million, gross profit of $144.1 million, and net income of $15.2 million amid a soft retail environment and high dealer flooring costs.

• The company returned $36 million to shareholders via stock repurchases and increased net sales per unit by 7.1% as buyers favored larger, feature-rich boats.

• Forward-looking statements address demand, strategy, product development, and acquisition plans.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class III directors for three-year terms, ratify KPMG LLP as auditor for FY2026, approve executive compensation on an advisory basis, and determine the frequency of future say-on-pay votes.

• The board recommends voting for all proposals and a one-year frequency for say-on-pay votes.

• Shareholder proposals for the 2026 meeting must be received by May 14, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board will reduce from ten to nine members after the annual meeting.

• All directors except the CEO are independent; 30% of the board is diverse, including two women and one underrepresented minority.

• Board committees (Audit, Compensation, Nominating and Governance) are composed entirely of independent directors.

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

• The board structure allows for flexibility between combined or separate CEO and Chair roles, with a non-employee Chair currently in place.