MarineMax (HZO) Proxy filing summary

Executive summary

• Merger agreement signed August 9, 2026; if completed, each eligible share converts to $53.00 cash, without interest and less required tax withholding.

• Safe Harbor Marinas affiliates of Blackstone Infrastructure Partners would acquire the business; MarineMax would become an indirect wholly owned subsidiary and leave the NYSE.

• Board unanimously approved and recommended the transaction after a competitive process; Wells Fargo opined that the cash consideration was fair to common shareholders from a financial point of view.

• Closing was anticipated by calendar year-end 2026, subject to shareholder approval and regulatory clearances; it could not occur before December 7, 2026 without Parent’s consent.

Voting matters and shareholder proposals

• Special meeting set for November 11, 2026, at 10:00 a.m. ET, by virtual webcast; record date was September 23, 2026, with 22,086,735 shares outstanding and one vote per share.

• Shareholders will vote on merger approval, a non-binding advisory vote on merger-related named executive officer compensation, and authority to adjourn to seek votes or establish a quorum; Board recommends FOR all three.

• Merger approval requires a majority of votes entitled to be cast; non-votes and abstentions have the same effect as AGAINST. The advisory and adjournment proposals require a majority of votes cast when a quorum is present.

• A quorum requires at least 11,043,368 shares present or represented; directors and executive officers held 711,552 shares, about 3.2%, and intended to vote FOR each proposal.

Board of directors and corporate governance

• The Board formed a three-independent-director Transaction Committee in January 2026; it met 29 times, while the full Board retained authority over material decisions and transaction approval.

• The Board unanimously approved the merger agreement on August 9, 2026 after reviewing the process, terms, advisor analyses, risks and alternatives; it concluded the cash offer maximized shareholder value.

• The sale process contacted or responded to 26 potential counterparties; 11 signed confidentiality agreements and 10 submitted proposals. The $53 offer exceeded all other proposals, after Safe Harbor raised its bid from $34.

• Wells Fargo’s fairness opinion addressed only the consideration’s financial fairness; it did not assess alternatives or recommend how shareholders should vote.