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MALIBU BOATS, INC.

For the period ended Oct 24, 2025. Filed Sep 11, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Oct 24, 2025 · Filed Sep 11, 2025

Use the contents to explore the available documents and sections.

MBUU$20.22-2.0%Stored close · as of Nov 6, 2026
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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

DateTimeRecord DateLocation
Friday, October 24, 20258:00 a.m., Eastern TimeAugust 29, 2025Cobalt 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:

1Elect the three Class III nominees identified in the accompanying proxy statement to the Board of Directors to hold office for a three-year term
2Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year 2026
3Approve, on an advisory basis, the compensation of our named executive officers
4Approve, 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.i2025 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.ii2025 Proxy Statement

TABLE OF CONTENTS

Page
PROXY SUMMARY1
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS7
Directors of the Company7
Executive Officers of the Company14
CORPORATE GOVERNANCE15
Corporate Governance Principles15
Director Independence15
Board Committees16
Meetings and Attendance19
Annual Board Evaluation19
Board Leadership Structure20
Risk Oversight20
Policy on Hedging and Pledging22
Executive Development and Succession Planning22
Director Nomination Process22
Code of Business Conduct and Code of Ethics22
Stockholder Communications with the Board22
Engagement with Stockholders23
DIRECTOR COMPENSATION24
COMPENSATION DISCUSSION AND ANALYSIS27
Introduction27
Summary of Fiscal 2025 Compensation Decisions27
Compensation Program Objectives29
Role of the Compensation Committee29
Role of the Compensation Consultant29
Peer Companies29
The Role of the Stockholder Say-on-Pay Votes30
Material Elements of Compensation31
Policy with Respect to Section 162(m)36
Malibu Boats, Inc.iii2025 Proxy Statement
Page
COMPENSATION COMMITTEE REPORT37
EXECUTIVE COMPENSATION38
Summary Compensation Table38
Employment Agreements39
Grants of Plan-Based Awards40
Description of Equity Awards40
Outstanding Equity Awards at Fiscal Year-End41
Option Exercises and Stock Vested Table41
Potential Payments upon Termination or Change in Control42
PAY VERSUS PERFORMANCE45
CEO PAY RATIO DISCLOSURE51
EQUITY COMPENSATION PLAN INFORMATION52
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS53
AUDIT COMMITTEE REPORT56
AUDIT INFORMATION57
PROPOSAL 1 - ELECTION OF DIRECTORS58
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM59
PROPOSAL 3 - ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS60
PROPOSAL 4 - ADVISORY VOTE ON FREQUENCY OF FUTURE VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS61
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT62
INFORMATION ABOUT THE ANNUAL MEETING65
OTHER MATTERS71
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2025 ANNUAL MEETING OF STOCKHOLDERS72
APPENDIX A - RECONCILIATION OF NON-GAAP FINANCIAL MEASURESA-1
Malibu Boats, Inc.iv2025 Proxy Statement
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.