MALIBU BOATS, INC.
For the period ended Oct 24, 2025. Filed Sep 11, 2025.
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Oct 24, 2025 · Filed Sep 11, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
z
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
MALIBU BOATS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required.
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
5075 Kimberly Way
Loudon, Tennessee 37774
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
To Be Held on October 24, 2025
| Date | Time | Record Date | Location |
|---|---|---|---|
| Friday, October 24, 2025 | 8:00 a.m., Eastern Time | August 29, 2025 | Cobalt Boats, 450 Hamilton Industrial Way Lenoir City, TN 37771 |
Malibu Boats, Inc. will hold its 2025 annual meeting of stockholders (the “Annual Meeting”) at Cobalt Boats, 450 Hamilton Industrial Way Lenoir City, TN 37771, on Friday, October 24, 2025, at 8:00 a.m., Eastern Time. The Board of Directors (the "Board") of Malibu Boats, Inc. solicits your proxy for the Annual Meeting. The proxy materials were either made available to you over the internet or mailed to you on or about September 11, 2025. At the Annual Meeting, you will be asked to:
| 1 | Elect the three Class III nominees identified in the accompanying proxy statement to the Board of Directors to hold office for a three-year term |
| 2 | Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year 2026 |
| 3 | Approve, on an advisory basis, the compensation of our named executive officers |
| 4 | Approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers |
In addition, at the Annual Meeting, we will conduct any other business that may properly come before the meeting. Only Class A and Class B common stockholders of record as of the close of business on August 29, 2025 may vote at the Annual Meeting or adjournments thereof. A list of all stockholders entitled to vote at the Annual Meeting will be available for examination at our principal executive offices at 5705 Kimberly Way, Loudon, Tennessee 37774 for ten days before the Annual Meeting.
For the meaning of certain capitalized terms used in this Proxy Statement, please see "Certain Defined Terms" on page 71.
Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders: This Proxy Statement and our 2025 Annual Report on Form 10-K are available on the Internet at http://materials.proxyvote.com/56117J.
| Malibu Boats, Inc. | i | 2025 Proxy Statement |
|---|
Your vote is important to us. You may vote your shares by proxy or in person. We urge you to vote by proxy even if you plan to attend the meeting. If you attend the Annual Meeting and vote in person, your proxy will not be used.
PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY CARD OR SUBMIT YOUR PROXY USING THE INTERNET.Use of the enclosed envelope requires no postage for mailing in the United States.
By Order of the Board of Directors,
Brooke Zinter
General Counsel and Secretary
Loudon, Tennessee
September 11, 2025
5075 Kimberly Way
Loudon, Tennessee 37774
| Malibu Boats, Inc. | ii | 2025 Proxy Statement |
|---|
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY SUMMARY | 1 |
| BOARD OF DIRECTORS AND EXECUTIVE OFFICERS | 7 |
| Directors of the Company | 7 |
| Executive Officers of the Company | 14 |
| CORPORATE GOVERNANCE | 15 |
| Corporate Governance Principles | 15 |
| Director Independence | 15 |
| Board Committees | 16 |
| Meetings and Attendance | 19 |
| Annual Board Evaluation | 19 |
| Board Leadership Structure | 20 |
| Risk Oversight | 20 |
| Policy on Hedging and Pledging | 22 |
| Executive Development and Succession Planning | 22 |
| Director Nomination Process | 22 |
| Code of Business Conduct and Code of Ethics | 22 |
| Stockholder Communications with the Board | 22 |
| Engagement with Stockholders | 23 |
| DIRECTOR COMPENSATION | 24 |
| COMPENSATION DISCUSSION AND ANALYSIS | 27 |
| Introduction | 27 |
| Summary of Fiscal 2025 Compensation Decisions | 27 |
| Compensation Program Objectives | 29 |
| Role of the Compensation Committee | 29 |
| Role of the Compensation Consultant | 29 |
| Peer Companies | 29 |
| The Role of the Stockholder Say-on-Pay Votes | 30 |
| Material Elements of Compensation | 31 |
| Policy with Respect to Section 162(m) | 36 |
| Malibu Boats, Inc. | iii | 2025 Proxy Statement |
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| Page | |
|---|---|
| COMPENSATION COMMITTEE REPORT | 37 |
| EXECUTIVE COMPENSATION | 38 |
| Summary Compensation Table | 38 |
| Employment Agreements | 39 |
| Grants of Plan-Based Awards | 40 |
| Description of Equity Awards | 40 |
| Outstanding Equity Awards at Fiscal Year-End | 41 |
| Option Exercises and Stock Vested Table | 41 |
| Potential Payments upon Termination or Change in Control | 42 |
| PAY VERSUS PERFORMANCE | 45 |
| CEO PAY RATIO DISCLOSURE | 51 |
| EQUITY COMPENSATION PLAN INFORMATION | 52 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 53 |
| AUDIT COMMITTEE REPORT | 56 |
| AUDIT INFORMATION | 57 |
| PROPOSAL 1 - ELECTION OF DIRECTORS | 58 |
| PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 59 |
| PROPOSAL 3 - ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 60 |
| PROPOSAL 4 - ADVISORY VOTE ON FREQUENCY OF FUTURE VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 61 |
| SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT | 62 |
| INFORMATION ABOUT THE ANNUAL MEETING | 65 |
| OTHER MATTERS | 71 |
| STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2025 ANNUAL MEETING OF STOCKHOLDERS | 72 |
| APPENDIX A - RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | A-1 |
| Malibu Boats, Inc. | iv | 2025 Proxy Statement |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.