Document

DEF 14A 1 mbuu_noticexandxproxyx2022.htm DEF 14A Document

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.

MALIBU BOATS, INC.

5075 Kimberly Way

Loudon, Tennessee 37774

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On November 3, 2022

To the Stockholders of Malibu Boats, Inc.:

Notice is hereby given that the 2022 annual meeting of stockholders (the “Annual Meeting”) of Malibu Boats, Inc. (the “Company”) will be held at the Grand Hyatt DFW, 2337 South International Parkway, Dallas, Texas 75261, on Thursday, November 3, 2022, at 8:00 a.m., Central Time, for the following purposes:

(1)To elect to the Board of Directors the three (3) nominees named in the attached Proxy Statement to serve until the Company’s 2025 annual meeting of stockholders and until their successors are duly elected and qualified;

(2)To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023;

(3)To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers; and

(4)To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Only stockholders of record of the Company’s Class A common stock and Class B common stock as of the close of business on September 16, 2022 are entitled to notice of, and to vote at, the Annual Meeting and any postponements or adjournments thereof.

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.


			By Order of the Board of Directors,

			Wayne R. Wilson
			Chief Financial Officer and Secretary

Loudon, Tennessee

September 20, 2022

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.

MALIBU BOATS, INC.

5075 Kimberly Way

Loudon, Tennessee 37774

PROXY STATEMENT

The Board of Directors (the “Board”) of Malibu Boats, Inc. solicits your proxy for the 2022 annual meeting of stockholders (the “Annual Meeting”) to be held at 8:00 a.m., Central Time, on Thursday, November 3, 2022 at the Grand Hyatt DFW, 2337 South International Parkway, Dallas, Texas 75261, and at any and all postponements or adjournments of the Annual Meeting.

The proposals to be voted on at the Annual Meeting are set forth in the accompanying Notice of Annual Meeting of Stockholders and are described in this Proxy Statement. Stockholders also will transact any other business, not known or determined as of the date of this Proxy Statement, that properly comes before the meeting. The Board knows of no such other business to be presented as of the date of this Proxy Statement.

When you submit your proxy, you will authorize the proxy holders — Wayne Wilson, our Chief Financial Officer and Secretary, and Ritchie Anderson, our Chief Operating Officer — to represent you and vote your shares of common stock on these proposals at the meeting in accordance with your instructions. By submitting your proxy, you also authorize them to exercise discretionary authority to vote your shares on any other business that properly comes before the meeting, to vote your shares to adjourn the meeting, and to vote your shares at any postponement or adjournment of the meeting.

This Proxy Statement and the accompanying materials are first being sent or given to our stockholders on or about September 20, 2022.

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.

Unless otherwise expressly indicated or the context otherwise requires, in this Proxy Statement:

•we use the terms “Malibu Boats,” the “Company,” “we,” “us,” “our” or similar references to refer (1) prior to the consummation of our initial public offering of Class A common stock (the “IPO”) to Malibu Boats Holdings, LLC (the “LLC”), and its consolidated subsidiaries and (2) after the IPO, to Malibu Boats, Inc. and its consolidated subsidiaries;

•we refer to owners of membership interests in the LLC immediately prior to the consummation of the IPO, collectively, as our “pre-IPO owners”; and

•we refer to owners of membership interests in the LLC, collectively, as our “LLC members”.

iii

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

This Proxy Statement and our 2022 Annual Report on Form 10-K are available on the Internet at http://www.astproxyportal.com/ast/18800/.

TABLE OF CONTENTS


			Page
PROXY SUMMARY			1
INFORMATION ABOUT THE ANNUAL MEETING			11
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT			17
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS			21
Directors of the Company			21
Board Diversity			24
Executive Officers of the Company			24
CORPORATE GOVERNANCE			26
Corporate Governance Principles			26
Director Independence			26
Board Committees			26
Meetings and Attendance			29
Annual Board Evaluation			29
Board Leadership Structure			29
Risk Oversight			29
Policy on Hedging and Pledging			31
Executive Development and Succession Planning			31
Director Nomination Process			31
Code of Business Conduct and Code of Ethics			32
Stockholder Communications with the Board			32
Engagement with Stockholders			32
Environmental, Social and Governance Matters			33
DIRECTOR COMPENSATION			34
COMPENSATION DISCUSSION AND ANALYSIS			36
Introduction			36
Summary of Fiscal 2022 Compensation Decisions			36
Compensation Program Objectives			38
Role of the Compensation Committee			38
Role of the Compensation Consultant			39
Peer Companies			39
The Role of the Stockholder Say-on-Pay Votes			40
Material Elements of Compensation			41
Policy with Respect to Section 162(m)			45
COMPENSATION COMMITTEE REPORT			47
EXECUTIVE COMPENSATION			48
Summary Compensation Table			48
Employment Agreements			49
Grants of Plan-Based Awards			49
Description of Equity Awards			51
Outstanding Equity Awards at Fiscal Year-End			51


Option Exercises and Stock Vested Table			52
Long Term Incentive Plan			53
Potential Payments upon Termination or Change in Control			55
Compensation Committee Interlocks and Insider Participation			57
CEO PAY RATIO DISCLOSURE			58
EQUITY COMPENSATION PLAN INFORMATION			59
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			60
AUDIT COMMITTEE REPORT			64
AUDIT INFORMATION			65
PROPOSAL 1 - ELECTION OF DIRECTORS			66
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			67
PROPOSAL 3 - APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION			68
OTHER MATTERS			69
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2022 ANNUAL MEETING OF STOCKHOLDERS			70
ANNUAL REPORT TO STOCKHOLDERS			71
APPENDIX A - RECONCILIATION OF NON-GAAP FINANCIAL MEASURES			A-1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” the negative of these terms, or by other similar expressions that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions, involving known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Such factors include, but are not limited to: general industry, economic and business conditions; our large fixed cost base; increases in the cost of, or unavailability of, raw materials, component parts and transportation costs; disruptions in our suppliers’ operations; our reliance on third-party suppliers for raw materials and components and any interruption of our informal supply arrangements; our reliance on certain suppliers for our engines and outboard motors; our ability to meet our manufacturing workforce needs; exposure to workers’ compensation claims and other workplace liabilities; our ability to grow our business through acquisitions and integrate such acquisitions to fully realize their expected benefits; our growth strategy which may require us to secure significant additional capital; our ability to protect our intellectual property; disruptions to our network and information systems; our success at developing and implementing a new enterprise resource planning system; risks inherent in operating in foreign jurisdictions; the effects of the COVID-19 pandemic on us; a natural disaster, global pandemic or other disruption at our manufacturing facilities; increases in income tax rates or changes in income tax laws; our dependence on key personnel; our ability to enhance existing products and market new or enhanced products; the continued strength of our brands; the seasonality of our business; intense competition within our industry; increased consumer preference for used boats or the supply of new boats by competitors in excess of demand; competition with other activities for consumers’ scarce leisure time; changes in currency exchange rates; inflation and increases in interest rates; an increase in energy and fuel costs; our reliance on our network of independent dealers and increasing competition for dealers; the financial health of our dealers and their continued access to financing; our obligation to repurchase inventory of certain dealers; our exposure to claims for product liability and warranty claims; changes to U.S. trade policy, tariffs and import/export regulations; any failure to comply with laws and regulations including environmental, workplace safety and other regulatory requirements; our holding company structure; covenants in our credit agreement governing our revolving credit facility which may limit our operating flexibility; our variable rate indebtedness which subjects us to interest rate risk; our obligation to make certain payments under a tax receivables agreement; and any failure to maintain effective internal control over financial reporting or disclosure controls or procedures.

You should not rely on forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from those suggested by the forward-looking statements for various reasons, including those discussed under “Item 1A. Risk Factors” in our Form 10-K for the fiscal year ended June 30, 2022 filed with the Securities and Exchange Commission (the “SEC”) on August 25, 2022. Except as required by law, we assume no obligation to update forward-looking statements for any reason after the date of this Proxy Statement to conform these statements to actual results or to changes in our expectations.

vii


Date and Time	Record Date	Location
November 3, 2022 at 8:00 a.m. Central Time	September 16, 2022	Grand Hyatt DFW, 2337 South International Parkway, Dallas, Texas 75261


	Proposal	Board Recommendations	For More Information
1.	The election to the Board of the three (3) nominees named in this Proxy Statement — Michael K. Hooks, Jack D. Springer and John E. Stokely — to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified	FOR	See page 66
2.	The ratification of the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending June 30, 2023	FOR	See page 67
3.	The approval, on a non-binding advisory basis, of our named executive officer compensation	FOR	See page 68


		% of Total Revenues
		Fiscal Year Ended June 30,
Segment	Brands	2022	2021	2020
Malibu	Malibu	50.0%	52.2%	54.3%
	Axis

Saltwater Fishing	Pursuit	28.1%	26.2%	18.9%
	Maverick
	Cobia
	Pathfinder
	Hewes

Cobalt	Cobalt	21.9%	21.6%	26.8%


	Class A Common Stock Beneficially Owned (1)		LLC Units Beneficially Owned (1)		Class B Common Stock Beneficially Owned	Combined Voting Power (2)
Name of Beneficial Owner	Number	%	Number	%	Number	%

5% Stockholders
Macquarie Group Limited (3)	2,118,481	10.4	—	—	—	10.1
BlackRock, Inc. (4)	1,617,305	7.9	—	—	—	7.7

American Century Investment Management, Inc. (5)	1,357,552	6.7	—	—	—	6.5
The Vanguard Group (6)	1,098,674	5.4	—	—	—	5.2
Malibu Boats, Inc. (7)	—	—	20,383,460	97.1	—	—
Directors and Named Executive Officers
Jack D. Springer (8)	225,472	1.1	5,000	*	1	1.1
Wayne R. Wilson (9)	81,767	*	3,750	*	1	*
Ritchie L. Anderson (10)	72,809	*	2,412	*	1	*
Michael K. Hooks (11)	47,755	*	12,500	*	1	*
James R. Buch (12)	26,080	*	—	—	—	*
Ivar S. Chhina (13)	26,080	*	—	—	—	*
Michael J. Connolly (14)	45,972	*	—	—	—	*
Mark W. Lanigan (15)	46,044	*	25,136	*	1	*
Joan M. Lewis (16)	5,727	*	—	—	—	*
Peter E. Murphy (17)	26,780	*	—	—	—	*
John E. Stokely (18)	26,080	*	—	—	—	*
Current Directors and Executive Officers as a group (11 persons) (19)	630,566	3.1	48,798	*	5	3.2


Board Diversity Matrix (As of September 16, 2022)
Total Number of Directors	9
	Female	Male	Did Not Disclose Gender
Part I: Gender Identity
Directors	1	7	1
Part II: Demographic Background
Asian	—	1	—
White	1	7	—
Two or More Races or Ethnicities	—	1	—
Did Not Disclose Demographic Background	1


Name (a)	Fees Earned or Paid in Cash ($)(b)(1)		Stock Awards ($)(c)(2)(3)	Total ($)(h)
Michael K. Hooks	107,000	(4)	109,964	216,964
James R. Buch	72,000		109,964	181,964
Ivar S. Chhina	87,000		109,964	196,964
Michael J. Connolly	80,000	(4)	109,964	189,964
Mark W. Lanigan	82,000	(4)	109,964	191,964
Joan M Lewis	72,000		109,964	181,964
Peter E. Murphy	72,000		109,964	181,964
John E. Stokely	72,000		109,964	181,964


(1)			Amounts reported reflect the cash retainers paid to each Non-Employee Director for fiscal year 2022, except as noted in footnote (4).
(2)			Amounts reported represent the aggregate grant date fair value of the annual equity awards granted to the Non-Employee Directors on November 3, 2021. The aggregate grant date fair value of these awards was computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, and excludes the effects of estimated forfeitures. The reported award values have been determined using the $74.25 closing price of a share of our Class A common stock on grant date.
(3)			As of June 30, 2022, no Non-Employee Director held any unvested stock units or unvested shares of Class A common stock.
(4)			Messrs. Hooks, Connolly and Lanigan each elected to receive all of their annual retainers and any additional retainers in the form of stock units instead of cash. Accordingly, Messrs. Hooks, Connolly and Lanigan each received 1,519, 1,158 and 1,214 fully vested stock units for service rendered during fiscal 2022. Stock units are contractual rights to receive shares of Class A common stock in the future, but are not actual shares of Class A common stock. However, the retainers that each of these Non-Employee Directors elected to receive in units or shares are reported as though they had been paid in cash and not converted to units or shares.


Name						Position
Jack D. Springer						Chief Executive Officer
Wayne R. Wilson						Chief Financial Officer
Ritchie L. Anderson						Chief Operating Officer


–Net sales increased 31.1% to $1,214.9 million compared to fiscal 2021 –Unit volume increased 13.1% to 9,255 units compared to fiscal 2021 –Gross profit increased 31.1% to $310.1 million compared to fiscal 2021 –Net income increased 43.0% to $163.4 million, or $7.51 per share (diluted), compared to fiscal 2021 –Adjusted EBITDA increased 29.7% to $246.5 million compared to fiscal 2021 –Adjusted fully distributed net income per share increased 31.6% compared to fiscal 2021 to $7.91 per share on a fully distributed weighted average share count of 21.6 million shares of Class A common stock


Primary objective of fiscal 2022 compensation decisions: Incentivize Named Executive Officers to create long-term stockholder value


Peer Group Companies - FY22 Decisions
Acushnet Holdings Corp.	Callaway Golf Company	Fox Factory Holding Corp.
Helios Technologies	Johnson Outdoors Inc.	Lifetime Brands, Inc.
Lydall, Inc.	Marine Products Corporation	Marine Max, Inc.
MasterCraft Boat Holdings, Inc.	Nautilus, Inc.	Smith & Wesson Brands
Shyft Group Inc. (formerly Spartan Motors, Inc.)	Sturm, Ruger & Company, Inc.	Universal Electronics Inc.
Vista Outdoor Inc.	Winnebago Industries, Inc.	YETI Holdings, Inc.


Current Peer Group Companies
Acushnet Holdings Corp.	Callaway Golf Company	Dorman Products, Inc.
Fox Factory Holding Corp.	Helios Technologies	Johnson Outdoors Inc.
Lifetime Brands, Inc.	Marine Products Corporation	Marine Max, Inc.
MasterCraft Boat Holdings, Inc.	OneWater Marine Inc.	Smith & Wesson Brands
Shyft Group Inc. (formerly Spartan Motors, Inc.)	Sturm, Ruger & Company, Inc.	Universal Electronics Inc.
Vista Outdoor Inc.	Winnebago Industries, Inc.	YETI Holdings, Inc.


Named Executive Officer	FY 2021 Base Salary ($)	FY 2022 Increase ($)	Current Base Salary ($)
Jack D. Springer	765,000	85,000	850,000
Wayne R. Wilson	400,000	50,000	450,000
Ritchie L. Anderson	400,000	50,000	450,000


Net Income/Adjusted EBITDA Performance Level	Net Income/Adjusted EBITDA Amount as a % of Target	% of Target Bonus Becoming Payable
Below Threshold	<90%	0%
Threshold	90%	35%
Target	100% (Net income of $156.9 million and Adjusted EBITDA of $241.6 million)	100%
Above Target	110%	134%
Above Target	120%	167%
Maximum	130%	200%
Above Maximum	>130%	200%


New Clawback Policy adopted that covers all Named Executive Officers


Named Executive Officer	FY 2022 Target Bonus ($)	FY 2022 Annual Incentive Payment ($)
Jack D. Springer	850,000	937,231
Wayne R. Wilson	315,000	347,327
Ritchie L. Anderson	315,000	347,327


Name	Relative TSR Performance Awards		Adjusted EBITDA Performance Awards		Time-Based Shares or Units
Jack D. Springer	$	1,066,973	$	895,901	$	1,100,014
	11,111 target shares		11,111 target shares		14,815 shares
Wayne R. Wilson	$	310,365	$	260,543	$	320,018
	3,232 target shares		3,232 target shares		4,310 shares
Ritchie L. Anderson	$	310,365	$	260,543	$	320,018
	3,232 target shares		3,232 target shares		4,310 shares


Performance Level	TSR Achieved Relative to the TSR of the Russell 2000 Index	% of Relative TSR Awards Vesting
Below Threshold	<80%	0%
Threshold	80%	50%
Target	100%	100%
Above Target	120%	150%
Maximum	140%	200%
Above Maximum	>140%	200%

SEC Form DEF 14A filed by Malibu Boats Inc.