Malibu Boats (MBUU) Proxy filing summary

Executive summary

• Annual meeting scheduled for November 3, 2026, with voting on five key proposals, including director elections, auditor ratification, executive compensation, and amendments to the certificate of incorporation.

• Fiscal 2026 saw net sales of $914.6 million, gross profit of $146.5 million, net income of $1.7 million, and adjusted EBITDA of $73.9 million, with a 12.2% increase in net sales per unit and $33.9 million returned to shareholders via stock repurchases.

• The company completed the acquisition of Saxdor and maintained strong cash generation despite a soft retail environment.

• Board and management changes included the appointment of a new CEO and CFO, and a reduction in board size from nine to eight members.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of two Class I directors for three-year terms, (2) ratification of KPMG LLP as independent auditor for FY 2027, (3) advisory approval of executive compensation, (4) amendment to certificate of incorporation regarding director removal, and (5) amendment to limit officer liability per Delaware law.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of eight members post-meeting, with a majority being independent and all committees composed entirely of independent directors.

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

• Board leadership is separated, with a non-employee chair and CEO roles.

• Board committees include Audit, Compensation, and Nominating and Governance, each with defined oversight responsibilities.

• Director compensation includes cash and equity retainers, with additional retainers for committee chairs and members.