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MALIBU BOATS, INC.

For the period ended Nov 3, 2026. Filed Sep 21, 2026.

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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.

Nov 3, 2026 · Filed Sep 21, 2026

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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

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 November 3, 2026

DateTimeRecord DateLocation
Tuesday, November 3, 20268:00 a.m., Eastern TimeClose of business on September 8, 20261406 Wilkinson Pike, Maryville, TN 37803

Malibu Boats, Inc. will hold its 2026 annual meeting of stockholders (the “Annual Meeting”) at the Meeting House at RT Lodge, 1406 Wilkinson Pike, Maryville, Tennessee 37803, on Tuesday, November 3, 2026, 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 21, 2026. At the Annual Meeting, you will be asked to:

1Elect the Board's two Class I nominees named in the accompanying Proxy Statement 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 2027
3Approve, on an advisory basis, the compensation of our named executive officers
4Approve an amendment to our certificate of incorporation relating to the removal of directors
5Approve an amendment to our certificate of incorporation to limit the liability of certain officers in accordance with recent amendments to Delaware law

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 September 8, 2026 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, for any purpose germane to the Annual Meeting, during regular business hours at our principal executive offices at 5075 Kimberly Way, Loudon, Tennessee 37774 for a ten day period ending on the date before the Annual Meeting.

For the meaning of certain capitalized terms used in this Proxy Statement, please see "Certain Defined Terms" on page 71.

Malibu Boats, Inc.i2026 Proxy Statement

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders: This Proxy Statement and our 2026 Annual Report on Form 10-K are available on the Internet at http://materials.proxyvote.com/56117J.

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 21, 2026

5075 Kimberly Way

Loudon, Tennessee 37774

Malibu Boats, Inc.ii2026 Proxy Statement

TABLE OF CONTENTS

Page
PROXY SUMMARY1
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS7
Directors of the Company7
Executive Officers of the Company13
CORPORATE GOVERNANCE14
Corporate Governance Principles14
Director Independence14
Board Committees15
Meetings and Attendance18
Annual Board Evaluation18
Board Leadership Structure18
Risk Oversight19
Policy on Hedging and Pledging21
Executive Development and Succession Planning21
Director Nomination Process21
Code of Business Conduct and Code of Ethics21
Stockholder Communications with the Board21
Engagement with Stockholders22
DIRECTOR COMPENSATION23
COMPENSATION DISCUSSION AND ANALYSIS26
Introduction26
Summary of Fiscal 2026 Compensation Decisions26
Compensation Program Objectives28
Role of the Compensation Committee28
Role of the Compensation Consultant28
Peer Companies29
The Role of the Stockholder Say-on-Pay Votes29
Material Elements of Compensation30
Policy with Respect to Section 162(m)34
Malibu Boats, Inc.iii2026 Proxy Statement
Page
COMPENSATION COMMITTEE REPORT36
EXECUTIVE COMPENSATION37
Summary Compensation Table37
Employment Agreements38
Grants of Plan-Based Awards39
Description of Equity Awards39
Outstanding Equity Awards at Fiscal Year-End39
Option Exercises and Stock Vested Table40
Potential Payments upon Termination or Change in Control41
PAY VERSUS PERFORMANCE44
CEO PAY RATIO DISCLOSURE50
EQUITY COMPENSATION PLAN INFORMATION51
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS52
AUDIT COMMITTEE REPORT55
AUDIT INFORMATION56
PROPOSAL 1 - ELECTION OF DIRECTORS57
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM58
PROPOSAL 3 - ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS59
PROPOSAL 4 - APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION RELATING TO THE REMOVAL OF DIRECTORS60
PROPOSAL 5 - APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OFFICERS IN ACCORDANCE WITH RECENT AMENDMENTS TO DELAWARE LAW61
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT64
INFORMATION ABOUT THE ANNUAL MEETING66
OTHER MATTERS73
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2027 ANNUAL MEETING OF STOCKHOLDERS74
APPENDIX A - RECONCILIATION OF NON-GAAP FINANCIAL ADJUSTED EBITDAA-1
Malibu Boats, Inc.iv2026 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.