MALIBU BOATS INC

PROXY STATEMENT SUMMARY

This summary highlights certain information about us and does not contain all of the information you should consider before voting. Please read the entire Proxy Statement and our Annual Report on Form 10-K before voting.

2024 Annual Meeting of Stockholders

PROPOSALS TO BE VOTED ON AND VOTING RECOMMENDATIONS

Proxy Summary

WAYS TO VOTE

BOARD OF DIRECTOR NOMINEES

The Board is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. A summary of information surrounding each director nominee as of August 30, 2024 is below and more information can be found under"Board of Directors and Executive Officers - Directors of Malibu Boats, Inc.".

Proxy Summary

BUSINESS OVERVIEW

We are a leading designer, manufacturer and marketer of a diverse range of recreational powerboats, including performance sport boats, sterndrive and outboard boats. Our product portfolio of premium brands are used for a broad range of recreational boating activities including, among others, water sports, general recreational boating and fishing. Our passion for consistent innovation, which has led to propriety technology such as Surf Gate, has allowed us to expand the market for our products by introducing consumers to new and exciting recreational activities. We design products that appeal to an expanding range of recreational boaters and water sports enthusiasts whose passion for boating and water sports is a key component of their active lifestyle and provide consumers with a better customer-inspired experience. With performance, quality, value and multi-purpose features, our product portfolio has us well positioned to broaden our addressable market and achieve our goal of increasing our market share in the expanding recreational boating industry.

Proxy Summary

We currently sell our boats under eight brands as shown in the table below, and we report our results of operations under three reportable segments, Malibu, Saltwater Fishing and Cobalt.

Our Malibu segment participates in the manufacturing, distribution, marketing and sale throughout the world of Malibu and Axis performance sports boats. Our flagship Malibu boats offer our latest innovations in performance, comfort and convenience, and are designed for consumers seeking a premium performance sport boat experience. As of June 30, 2024, we are the market leader in the United States in the performance sport boat category through our Malibu and Axis boat brands. Our Axis boats appeal to consumers who desire a more affordable performance sport boat product but still demand high performance, functional simplicity and the option to upgrade key features. Retail prices of our Malibu and Axis boats typically range from $80,000 to $300,000.

Our Saltwater Fishing segment participates in the manufacturing, distribution, marketing and sale throughout the world of Pursuit boats and the Maverick Boat Group family of boats (Maverick, Cobia, Pathfinder and Hewes). Our Pursuit boats include center console, dual console and offshore models. In December 2020, we acquired Maverick Boat Group and added Maverick, Cobia, Pathfinder and Hewes to our brands. Our Maverick Boat Group family of boats are highly complementary to Pursuit, expanding our saltwater outboard offerings with a strong focus in length segments under 30 feet. We are among the market leaders in the fiberglass outboard fishing boat category with the brands in our Saltwater Fishing segment. Retail prices for our Saltwater Fishing boats typically range from $45,000 to $1,400,000.

Our Cobalt segment participates in the manufacturing, distribution, marketing and sale throughout the world of Cobalt boats. Our Cobalt boats consist of mid to large-sized luxury cruisers and bowriders that we believe offer the ultimate experience in comfort, performance and quality. As of June 30, 2024, we are the market leader in the United States in the 20’ - 40’ segment of the sterndrive boat category through our Cobalt brand. Retail prices for our Cobalt boats typically range from $75,000 to $625,000.

We sell our boats through a dealer network that we believe is the strongest in the recreational powerboat category. As of June 30, 2024, our worldwide distribution channel consisted of over 400 dealer locations globally. Our dealer base is an important part of our consumers’ experience, our marketing efforts and our brands. We devote significant time and resources to find, develop and improve the performance of our dealers and believe our dealer network gives us a distinct competitive advantage.

Proxy Summary

FINANCIAL HIGHLIGHTS FOR FISCAL YEAR 2024

During fiscal year 2024 we faced softening retail demand, leading to elevated channel inventories. As we closed out the fiscal year,we made significant progress in getting dealer inventories in-line with historical levels. As expected, this impacted the financial results for the fiscal year as we decreased production and increased promotional support to our dealers. Our financial results for fiscal year 2024 compared to fiscal year 2023 are provided below.

•Net sales decreased 40.3% to $829.0 million

•Unit volume decreased 45.4% to 5,385 units

•Gross profit decreased 58.1% to $147.1 million

•General and administrative expenses decreased to $76.3 million

•Net income decreased 152.3% to a net loss of $56.4 million

•Adjusted EBITDA decreased 71.0% to $82.2 million

•Net income available to Class A Common Stock per share (diluted) decreased 154.2% to net loss of $2.74 per share

•Adjusted fully distributed net income per share decreased 79.1% to $1.92 on a fully distributed weighted average share count of 21.1 million shares of Class A Common Stock

Despite this performance in a down market, we maintained strong cash generation, which allowed us to continue investing in our core business, reduce our debt and return approximately $30 million to shareholders in fiscal year 2024 though our stock repurchase program.

STOCK PRICE PERFORMANCE

Total shareholder return (“TSR”) measures the return that we have provided our stockholders. Our stock price has decreased 33% since the end of fiscal year 2019. In fiscal year 2024, our stock price decreased 40%.

BUSINESS ACHIEVEMENTS IN FISCAL YEAR 2024

Fiscal year 2024 presented a challenging operating environment as we faced softening retail demand leading to elevated channel inventories, however, we were able to maintain strong cash flow generation, which allowed us to further strengthen the health of our balance sheet and return capital to our shareholders. Some of our business highlights are provided below.

•We introduced nine new models across our brands in fiscal year 2024. We also continued our introduction of new features and options, which consumers are increasingly buying.

•We introduced four new models for Malibu and Axis in fiscal year 2024, including the 23 LSV, 23 MXZ, M242, and A245.

•Pursuit introduced two new models in fiscal year 2024, including the OS 405, an offshore boat which is the smaller brother to the highly successful OS445 and the DC 306

•Cobalt introduced two new models in fiscal year 2024, including the R33 Surf, our largest surf boat ever and the CS23 Surf. Both models feature Malibu's proprietary Surf Gate technology.

•Maverick Boat Group introduced the new Pathfinder 2200 TRS the smaller version of the highly successful Pathfinder 2400 TRS

•We completed the expansion of the Roane County facility. In addition to producing Cobalt's small boats, we have integrated our Malibu Electronics wiring harness operation into the facility.

CORPORATE GOVERNANCE HIGHLIGHTS

We maintain governance practices that we believe establish meaningful accountability for our Company and the Board, including:

•Our Chairperson and all other directors, except for our Chief Executive Officer, are independent

•All standing Board committees are comprised entirely of independent directors

•Average tenure of independent directors is approximately nine years

Proxy Summary

•Diverse directors, as defined by Rule 5605(f) of the Nasdaq Stock Market, LLC (“Nasdaq”), represent 33% of the Board, including two female directors and one director that identifies as an underrepresented minority

•Approximately 98.5% of the votes cast approved our fiscal year 2023 executive compensation at our 2023 annual meeting

•The Board, at the recommendation of the Compensation Committee, has adopted a clawback policy that applies to all named executive officers

•The Board conducts annual Board and Committee evaluations

•The Board and Nominating and Governance Committee actively oversee the Company’s corporate governance

•Our Company policies prohibit short sales, transactions in derivatives and hedging of Company securities by directors, officers and employees

•Our Company policies prohibit pledging of Company securities by directors, officers and employees subject to a limited exception

Corporate Responsibility

For Malibu Boats, Inc. and our customers, being on the water is a way of life. As a company that lives outdoors, we see it as our duty to serve as responsible stewards of the planet and our communities. With oversight from the Board, senior management and the Management ESG Committee, we are committed to promoting sustainable practices, protecting the health and safety of our customers and employees, and maintaining strong corporate governance practices and ethical behavior across our organization. This commitment is evident in everything we do as we work towards making the world a better place for our customers, employees, suppliers and business partners. Some of our goals, strategies and successes are outlined below, as well as in the governance, ethics, and other policies found on the Company’s Corporate Governance and Supplier website pages.

Environmental

At Malibu Boats, Inc. we remain focused on improving sustainability across our product portfolio. We consider environmental impact starting at the design stage of our products, and we continually evaluate the additional ways we can reduce our environmental footprint, including our energy use, water use, wastes and other emissions. One of our key environmental goals is to conduct our operations in an environmentally responsible manner. We are committed to reducing negative environmental impacts of our company by working together with our suppliers, partners and customers to develop policies and practices that will ensure a healthy environment for present and future generations, including reducing the amount and toxicity of manufacturing-related waste and carefully sourcing materials to minimize the environmental impact.

We have a waste management plan in place that evaluates our technologies, procedures, and personnel training programs to minimize the quantity of hazardous waste generated as much as practicable. Under our waste management plan, new processes and major changes require us to conduct a documented Waste Impact Study to ensure that we actively reduce waste and prevent pollution at the source. We utilize recycling programs for wood, plastic, metals, cardboard and cutting fluids to minimize waste. We also participate in laundering programs that allow us to reuse supplies to reduce waste in the first place.

We have implemented proper Board and management oversight and data collection practices, including the establishment of a Management ESG Committee in preparation for future regulations so that our company is prepared to disclose the required environmental information when necessary.

Our Employees

Company Culture

At Malibu Boats, Inc. we are committed to our people-first core values. We are dedicated to protecting the wellbeing of our employees while creating a company culture that promotes inclusivity, acceptance, equality and diversity We strive to provide competitive compensation and benefits packages, opportunities for advancement, and extensive training programs and learning opportunities for our employees. We continue to evaluate our internal processes and programs to further build on our diverse, equitable and inclusive culture.

Employee Safety and Wellbeing

Proxy Summary

We recognize that our most valuable resource is our employees. As an equal opportunity employer, we prohibit discrimination and harassment of any kind, and have policies in place in our Code of Conduct with respect to anti-discrimination. We also provide our employees with access to an anonymous whistleblower hotline for any reporting concerns.

Accordingly, we are committed to protecting all of our personnel from occupational hazards whether they are laborers or working in the office environment. Our safety and health program is made up of Company policies and requirements in order to assist in the protection of Company personnel.

We remain focused on building a safer workplace for our employees and will continue to work toward an injury free workplace through the implementation of training and other industry-leading safety initiatives.

Compliance and Ethics

Code of Conduct and Other Corporate Policies

We are committed to operating with honesty and integrity and maintaining the highest level of ethical conduct. We encourage stockholders to visit the Corporate Governance section on our website at malibuboatsinc.com/governance, which includes certain key corporate governance documents.

Information on our website is not and should not be considered part of, nor is it incorporated by reference in this proxy statement.

Our Code of Conduct demonstrates our commitment to ascribing to the highest standards of ethical conduct in the pursuit of our business and applies to all our directors, officers, and employees. Our employees are trained on and affirm their commitment to complying with the policies when they first join our Company and regularly thereafter. Our Company has a written “related person transaction” policy. Under the policy, the Audit Committee reviews and approves transactions between the Company and “related persons” (as defined in the policy). See “Certain Relationships and Related Person Transactions—Policies and Procedures Regarding Related Party Transactions” for more information.

Labor Practices and Human Rights

We are committed to operating with full compliance of all employment and labor laws and utilizing fair employment practices in an environment of equal opportunity for its employees. In addition, we believe all workers within our supply chain deserve to work in an environment which is fair, safe, without duress and workers should be treated with dignity and respect.

We follow and expect our suppliers and business partners to comply with human rights principles, including laws that prohibit slavery, forced labor, child labor, human trafficking, harassment and unlawful discrimination, amongst others. We have processes in place, as well as an established Employee Code of Conduct, Supplier Code of Conduct and Conflict Minerals Policy that address the expected behavior of our employees and partners, to promote human rights and safe working conditions and individual security to reduce the risk that we become complicit in any human rights violations.

Whistleblower Hotline

Our Code of Conduct provides guidance to all our directors, officers and employees and assists us in conducting our activities within appropriate ethical and legal standards. The Board and Audit Committee oversee our compliance program. We foster a free and open atmosphere that allows and encourages directors, officers, employees and agents and others to express work-related concerns about ethical issues and/or to report violations or suspected violations of laws, regulations and our policies. We have also established an anonymous employee hotline. Directors, officers and employees are not only encouraged, but are required, to report any violations of law or of our Code of Conduct to his or her supervisor or to the Chief Financial Officer, as appropriate. The Audit Committee receives timely periodic reports regarding any material violations of our Code of Conduct. We will not tolerate retaliation for reports made in good faith.

Our Customers: Product Safety & Quality

At Malibu Boats, Inc., we are committed to exceeding our customers’ needs and expectations. While innovation is critical to our long-term growth, product quality and safety is equally important to support our long-term relationships with our dealers and our customers.

Proxy Summary

This customer-focused, performance-minded and improvement-driven mindset has led the Malibu Monsoon engine to achieve the International Organization for Standardization’s (ISO) global certifications for quality (9001:2015). This achievement underscores Malibu’s commitment to upholding the highest level of quality across all our products to consistently meet or exceed customers’ expectations.

Additionally, we are certified by the National Marine Manufacturers Association (NMMA), a program designed to help boat manufacturers comply with industry safety and construction standards and federal regulations. In order to be NMMA certified, boat manufacturers must certify each model boat they produce. As such, Malibu, Axis, Cobalt, Pursuit, Maverick, Hewes, Pathfinder and Cobia have obtained certification for the current model year along with the Malibu and Axis trailers. We are also members of Independent Boat Builders, Inc. (IBBI) and the American Boat and Yacht Council (ABYC) to protect the best sources and arrangements for raw materials and develop voluntary global safety standards for the design, construction, maintenance and repair of recreational boats, which Malibu Boats, Inc. abides by.

We continually work on our internal processes to maximize their effectiveness and efficiency, employ risk-based thinking throughout the organization to address potential risks and opportunities, and work towards the continuous improvement of our quality management system to ensure we provide our customers with an unparalleled experience and product.

Our Communities

We continually strive to make an impact on our local communities and serve them with gratitude. Each year, we partner with community organizations where our facilities are located and support local schools. In Tennessee, we have partnered with Toys for Tots, Angel Tree and local food banks to help families within the community during the holiday season. Our corporate sponsorship with the local Kiwanis Club has allowed us to give back to children with disabilities while also helping students prepare for the upcoming school year. We partner with the local Family Resources center each year to assist local students with cold-weather clothing fund and participate in additional local school initiatives to promote manufacturing trade jobs. In Kansas, we support our community through recreational leagues as well as donations to local foundations, events and school fundraisers, among other initiatives. In Florida, we give back to our local communities through the Treasure Coast Food Bank, Pet Food Drive for the Humane Society, Ready to Work Boot Camp, and the Everglades Foundation, Recreational Fishing Alliance and Coastal Conservation Association. Additionally, we have been proud participants in and sponsors of the Making Strides Against Breast Cancer walk. We are proud of our partnerships with these outstanding organizations, and of the funds raised by our employees for children and families in the communities within which we operate.

Awards

We’re proud to have received repeated recognition for our high-quality and innovative products. We won one of Boating Industry Magazine's "Top Product" awards for Cobalt's AutoDeploy Galley found on the R35 in 2023 and the Pursuit S 358 Sport in 2022. Malibu Trailers took the coveted NMMA Innovation Award at the Miami International Boat Show in 2022. The Malibu Wakesetter 23 LSV has won Wakeworld “Readers Choice” Wakeboard and Wakesurf Boat of the Year four years running in 2023, 2022, 2021 and 2020.

Engagement with Stockholders

We recognize that stockholder engagement is fundamental to strengthening our corporate governance practices and we maintain direct and frequent engagement with our stockholders. We value the views of our stockholders and regularly seek their input to gain valuable insights into key business matters they care most about, including but not limited to capital allocation, corporate governance, risk management, environmental and social matters, sustainability and executive compensation. Feedback from these meetings and conversations is shared with the Board and used to inform the Board’s decisions. Our active investor relations efforts include regular and ongoing engagement with current and potential investors, financial analysts, and the media through conference calls, face-to-face investor meetings, correspondence, conferences, and other events. In the past, we have held an Investor Day which included management presentations that provided an overview of our strategy and our growth opportunities, a tour of our manufacturing facility, and product demos. During fiscal year 2024, our senior management team met with

Proxy Summary

stockholders at five conferences and through dozens of phone calls. Since our 2023 annual meeting, we have engaged with holders of approximately 50% of outstanding shares of our common stock.

INFORMATION ABOUT

THE ANNUAL MEETING