Marine Products (MPX) Proxy filing summary

Executive summary

• MasterCraft Boat Holdings, Inc. and Marine Products Corporation entered into a definitive merger agreement on February 5, 2026, to combine their businesses through a two-step merger process, with Marine Products becoming a wholly owned subsidiary of MasterCraft and then merging into a MasterCraft subsidiary.

• Marine Products stockholders will receive $2.43 in cash and 0.232 shares of MasterCraft common stock per Marine Products share, with the exchange ratio fixed and not subject to adjustment for market fluctuations.

• Upon completion, former Marine Products stockholders will own approximately 33.4% of the combined company, and MasterCraft stockholders will own 66.6%, based on shares outstanding as of March 30, 2026.

• The merger is expected to close in the second quarter of 2026, subject to regulatory approvals, stockholder approvals, and other customary closing conditions.

Voting matters and shareholder proposals

• MasterCraft stockholders will vote on the issuance of MasterCraft shares for the merger and on the adjournment of the special meeting if necessary.

• Marine Products stockholders will vote on the adoption of the merger agreement, a non-binding advisory vote on executive compensation related to the merger, and the adjournment of the special meeting if necessary.

• A voting agreement was executed by specified Marine Products stockholders holding approximately 69.1% of voting power, committing to vote in favor of the merger, subject to certain conditions.

Board of directors and corporate governance

• The boards of both companies, and a special committee of disinterested Marine Products directors, unanimously approved the merger agreement and recommend stockholders vote in favor.

• Upon closing, the MasterCraft board will expand to ten members, with three new directors designated by Marine Products, including two affiliated with major Marine Products stockholders.

• The stockholders agreement grants the specified stockholders the right to nominate up to two directors to the MasterCraft board, subject to ownership thresholds.