Malibu Boats Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect Ivar S. Chhina and Mark W. Lanigan as Class I directors for three-year terms expiring at the 2029 annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify KPMG LLP’s appointment as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027.

3. 3

   Advisory Vote to Approve the Compensation of Named Executive Officers

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This proposal asks stockholders to approve, on a non-binding advisory basis, the compensation paid to Malibu Boats’ named executive officers as described throughout the proxy statement. The resolution covers the Compensation Discussion and Analysis, Summary Compensation Table, related compensation tables, and accompanying narratives. The Company’s stated compensation objectives are to incentivize long-term stockholder value, align executives with stockholders, attract and retain talent, reward performance, and encourage teamwork. The program consists primarily of base salary, annual cash incentives, and long-term equity awards. For fiscal 2026, annual incentives were tied equally to net income and adjusted EBITDA, while the CEO’s equity awards included time-based, relative TSR, and adjusted EBITDA components. The Company emphasizes that more than 97% of votes cast on its say-on-pay proposals have supported the program at each annual meeting since 2020. The Compensation Committee also redesigned the annual bonus scale for fiscal 2026 to provide additional downside protection while increasing the performance level required for a maximum payout. The advisory vote is not binding and does not impose fiduciary duties or override Board or Compensation Committee decisions, but the Compensation Committee will consider the result in future compensation decisions. The Board recommends voting FOR because it believes the program is appropriately structured and performance-oriented.

4. 4

   Approval of an Amendment to the Certificate of Incorporation Relating to the Removal of Directors

   ManagementBoard: FOR

   Approve an amendment replacing Section D of Article 7 to provide that directors may be removed only for cause by the holders of a majority of the voting power entitled to vote in director elections, subject to preferred-stock rights.

   More detail

   Proposal 4 asks stockholders to amend Section D of Article 7 of Malibu Boats’ certificate of incorporation, which governs director removal. The proposed text would permit removal of an individual director or the entire Board at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power entitled to vote generally in director elections. The amendment preserves the rights of holders of preferred stock to remove directors elected by that series. The current provision permits removal for cause by a majority of the other directors, while also allowing a class or series of stockholders to remove a director elected by that class or series. The Company states that the amendment is intended to confirm that its stockholder rights are consistent with Delaware law and to align its governing documents with those of other Delaware corporations. The proposal follows recent litigation concerning the existing provision, although the Company does not admit fault or that the current provision conflicts with Delaware law. The Company has agreed that no director will be removed by the Board under the current provision, reducing the immediate practical effect of the change. Management believes replacing the provision will avoid future litigation and ambiguity regarding the meaning of the removal language. If approved, the Company intends to file a certificate of amendment but reserves the right to abandon the amendment before it becomes effective. The Board unanimously adopted the amendment, declared it advisable, and recommends that stockholders vote FOR it.

5. 5

   Approval of an Amendment to the Certificate of Incorporation to Limit the Liability of Certain Officers

   ManagementBoard: FOR

   Approve an amendment adding Article 13 to exculpate covered officers from personal monetary liability for certain fiduciary-duty breaches to the fullest extent permitted by Delaware law.

   More detail

   Proposal 5 asks stockholders to amend the certificate of incorporation by adding a new Article 13 that limits the personal monetary liability of covered officers for breach of fiduciary duty. The amendment would apply to officers within the meaning of Section 102(b)(7) of the Delaware General Corporation Law, including specified senior officers and certain publicly disclosed highly compensated officers. The protection would extend only to the fullest extent permitted by Delaware law and would not eliminate equitable remedies. Delaware law would continue to exclude from exculpation claims involving breaches of loyalty, bad faith, intentional misconduct, knowing violations of law, improper personal benefits, and derivative claims brought in the right of the Company. The Company explains that Delaware authorized officer exculpation in 2022, making the protection available in a more limited form than the existing protection for directors. The Board believes the amendment would help attract and retain qualified officers and reduce the risk that hindsight-driven or meritless litigation deters decisive business judgment. Management also notes that other public companies have updated their governing documents and that failing to do so could impair recruiting and retention. The amendment is governance-related rather than compensation-related and would not provide a gross-up or other payment to officers. If approved, the Company intends to file a certificate of amendment and the protections would become effective upon filing, although the Board may abandon the amendment before effectiveness. The Board unanimously adopted and declared the amendment advisable and recommends voting FOR it.

Upcoming shareholder meetings at Malibu Boats Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Malibu Boats Inc 2026 annual meeting?

Malibu Boats Inc (MBUU) holds its 2026 annual shareholder meeting on Tuesday, November 3, 2026.

What is the record date for the Malibu Boats Inc 2026 meeting?

The record date for the Malibu Boats Inc 2026 meeting is Tuesday, September 8, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 2 director nominees at the Malibu Boats Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 5 proposals at the Malibu Boats Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.