Malibu Boats (MBUU) Proxy filing summary

Executive summary

• Annual meeting scheduled for November 3, 2026, with record date of September 8, 2026.

• Net sales for fiscal 2026 were $914.6 million, gross profit $146.5 million, net income $1.7 million, and adjusted EBITDA $73.9 million.

• Completed acquisition of Saxdor and returned $33.9 million to shareholders via stock repurchases.

• Net sales per unit increased by 12.2% in fiscal 2026, reflecting a shift to higher-priced, feature-rich boats.

Voting matters and shareholder proposals

• Election of two Class I directors for three-year terms.

• Ratification of KPMG LLP as independent auditor for fiscal 2027.

• Advisory vote on executive compensation (say-on-pay).

• Amendment to certificate of incorporation regarding director removal, aligning with Delaware law.

• Amendment to certificate of incorporation to limit liability of certain officers per recent Delaware law changes.

Board of directors and corporate governance

• Board reduced from nine to eight members after Mr. Connolly’s term ends.

• All directors except the CEO are independent; all committees are fully independent.

• Annual board and committee evaluations are conducted.

• Board leadership structure separates CEO and Chair roles.

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

• Policy prohibits hedging and pledging of company securities, with limited exceptions.