Marinemax Inc

1. 1

   Adoption of the Merger Agreement and Approval of the Merger

   ManagementBoard: FOR

   Approve and adopt the August 9, 2026 Agreement and Plan of Merger among SHM Holdco, LLC, Intrepid Holdco, Inc., and MarineMax, pursuant to which Intrepid Holdco will merge with and into MarineMax, with MarineMax surviving as an indirect wholly owned subsidiary of SHM Holdco, LLC, and approve the Merger. Shareholders will receive $53.00 in cash per share if the Merger closes.

   More detail

   The proposal asks shareholders to adopt and approve the Merger Agreement and approve the merger of Intrepid Holdco, Inc. into MarineMax. MarineMax would survive the transaction but become an indirect wholly owned subsidiary of SHM Holdco, LLC, an affiliate of Safe Harbor Marinas and a portfolio company of Blackstone Infrastructure Partners. Each outstanding share, other than excluded shares, would be converted into the right to receive $53.00 in cash without interest and less required tax withholdings. Approval requires the affirmative vote of holders of a majority of the votes entitled to be cast, so abstentions and failures to vote have the same effect as votes against the proposal. The Board unanimously approved the Merger Agreement and concluded that the transaction was advisable and in the best interests of MarineMax and its shareholders. The Board emphasized the substantial premium to unaffected and pre-announcement market prices, the result of an extensive competitive sale process, and the certainty of fixed cash consideration. The Board also considered Wells Fargo’s fairness opinion, the Sponsor’s fully backstopped equity commitment, the absence of a financing condition, and the ability to specifically enforce the buyer’s obligations. The transaction would eliminate MarineMax’s public listing, terminate public-company reporting, and end shareholders’ participation in the future upside of MarineMax as an independent company. The Board acknowledged risks including regulatory delays, possible failure to close, taxable consideration, lack of appraisal rights, transaction expenses, and differing interests of directors and executive officers. After weighing those risks against the cash value and execution certainty, the Board recommends that shareholders vote FOR the Merger Proposal.

2. 2

   Advisory Vote on Merger-Related Executive Compensation Arrangements

   ManagementBoard: FOR

   Approve, on a non-binding and advisory basis, compensation that may be paid or become payable to MarineMax’s named executive officers in connection with the Merger, including disclosed severance and equity-award benefits.

   More detail

   The proposal asks shareholders to approve, on a non-binding advisory basis, merger-related compensation payable to MarineMax’s named executive officers. The resolution covers compensation disclosed under Item 402(t) of Regulation S-K, including cash severance and the treatment of outstanding equity awards. The disclosed amounts include potential double-trigger severance for qualifying terminations and single-trigger cancellation payments for certain unvested RSUs and PSUs. The proposal is legally required by Section 14A of the Exchange Act and Rule 14a-21. Approval of this proposal is separate from approval of the Merger Proposal, allowing shareholders to support the transaction while opposing the executive compensation arrangements. The vote is not binding on MarineMax, the Board, or Parent. It is also not a condition to completion of the Merger, so the compensation may be paid if the Merger closes even if shareholders reject this proposal. The Board was aware of the executive officers’ and directors’ differing interests when evaluating and recommending the transaction. Management is seeking approval primarily to satisfy the federal advisory-vote requirement and to obtain shareholder support for contractual and plan-based compensation arrangements triggered by the Merger. The Board recommends a vote FOR the proposal, while acknowledging that the advisory result will not alter the parties’ contractual obligations.

3. 3

   Adjournment of the Special Meeting

   ManagementBoard: FOR

   Approve adjournment of the Special Meeting from time to time if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Proposal or if a quorum is absent.

   More detail

   The proposal asks shareholders to authorize adjournment of the Special Meeting from time to time when necessary or appropriate. The stated purposes include soliciting additional proxies if the Merger Proposal lacks sufficient support and reconvening when a quorum is absent. If a quorum is present, approval requires a majority of the total votes cast. If no quorum is present, approval requires a majority of the voting power represented in person or by proxy. Abstentions count against the proposal when no quorum is present but have no effect when a quorum is present. Failure to vote or failure to provide broker instructions generally has no effect on the proposal. The proposal is separate from the Merger Proposal, so shareholders may approve the merger while opposing adjournment. MarineMax states that it does not currently intend to seek an adjournment if a quorum exists and enough votes have been obtained to approve the Merger Proposal. The practical purpose is to preserve management’s ability to continue solicitation efforts and complete voting if attendance or support is initially inadequate. The Board recommends voting FOR because the authority provides procedural flexibility without itself approving any change to the Merger terms.

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When is the Marinemax Inc 2026 special meeting?

Marinemax Inc (HZO) holds its 2026 special shareholder meeting on Wednesday, November 11, 2026.

What is the record date for the Marinemax Inc 2026 meeting?

The record date for the Marinemax Inc 2026 meeting is Wednesday, September 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Marinemax Inc's 2026 meeting?

The board is presenting 7 director nominees at the Marinemax Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Marinemax Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Marinemax Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.