Independent
Tenure on this board
12.6 yrs
2 nominees · 5 ballot items.
Stockholders will vote on the election of two Class I directors, ratification of KPMG LLP as independent auditor, advisory approval of named executive officer compensation, an amendment concerning director removal, and an amendment limiting certain officers’ liability under Delaware law.
Elect Ivar S. Chhina and Mark W. Lanigan as Class I directors to serve three-year terms expiring at the 2029 annual meeting.
Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2027.
Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
The proposal asks stockholders to approve, on a non-binding advisory basis, the compensation paid to Malibu Boats’ named executive officers. The resolution covers the executive compensation disclosures in the proxy statement, including the Compensation Discussion and Analysis, Summary Compensation Table, related tables, and accompanying narratives. The Company describes its compensation program as intended to create long-term stockholder value, align executives with stockholders, attract and retain talent, reward performance, and promote teamwork. Fiscal 2026 compensation included base salaries, annual cash incentives tied equally to adjusted net income and adjusted EBITDA, and long-term equity awards combining time-based and performance-based components. The Company reports that the CEO’s performance awards were linked to relative total shareholder return and adjusted EBITDA growth over multi-year periods. The Company also states that the CEO and CFO received 100% of their target annual incentive opportunities after adjusted performance measures exceeded threshold levels, notwithstanding reported consolidated net income of $1.7 million. The advisory vote is not binding and cannot overrule a Board or Compensation Committee decision or create an additional fiduciary duty. Nevertheless, the Compensation Committee intends to consider the voting outcome in future compensation decisions. The Board recommends a vote FOR because it believes the program appropriately emphasizes performance-based compensation and supports long-term value creation.
Approve an amendment replacing the existing director-removal provision so that any director or the entire Board may be removed only for cause by holders of a majority of the voting power, subject to preferred-stock rights.
The proposal asks stockholders to replace Section D of Article 7 of Malibu Boats’ certificate of incorporation concerning director removal. The current provision permits removal for cause by a majority of the other directors, while allowing holders of a class or series that elected a director to remove that director by majority vote. The proposed replacement would permit removal of an individual director or the entire Board only for cause and only by holders of a majority of the voting power entitled to vote generally in director elections. The proposal preserves the rights of holders of preferred stock to remove directors elected by that series. The Company says the amendment is intended to confirm that stockholder rights are consistent with Delaware law and with governance documents used by many other Delaware companies. The filing notes that recent litigation raised concerns about ambiguity in the existing provision, although the Company agreed that no director would be removed by the Board under the current provision while the matter was being resolved. The Company does not admit fault or liability and characterizes the amendment as a means to avoid future litigation and uncertainty. If approved, the Company intends to file a certificate of amendment with the Delaware Secretary of State, but the Board reserves the right to abandon the amendment before it becomes effective. If rejected, the current certificate language will remain in place, subject to the Company’s stated agreement not to use the Board-removal mechanism. The Board recommends a vote FOR because it believes the revision is advisable, clarifies governance rights, and is in the best interests of the Company and its stockholders.
Approve an amendment adding Article 13 to provide Delaware-law-permitted exculpation from monetary liability for covered officers for certain direct fiduciary-duty claims.
The proposal asks stockholders to amend the certificate of incorporation by adding a new Article 13 that exculpates covered officers from personal monetary liability for breaches of fiduciary duty to the fullest extent permitted by Delaware law. The amendment is based on Delaware legislation enacted in August 2022 that expanded Section 102(b)(7) protections to certain officers. Covered officers generally include senior officers such as the CEO, CFO, president, controller, treasurer, and chief accounting officer, as well as certain publicly identified highly compensated officers and individuals consenting to officer status for service-of-process purposes. The protection would not apply to loyalty breaches, bad-faith or intentional misconduct, knowing violations of law, improper personal benefits, or claims brought derivatively in the Company’s right. The filing emphasizes that officer exculpation is narrower than the protection available to directors because Delaware law does not permit officer exculpation for derivative fiduciary-duty claims. The amendment also would not eliminate equitable remedies for fiduciary-duty breaches. Management argues that officers face substantial litigation exposure when making time-sensitive business decisions and that protection could reduce meritless litigation and associated distraction. The Board further argues that aligning officer protections with those available to directors will improve the Company’s ability to attract and retain qualified executives. If approved, the Company intends to file the amendment promptly, although the Board may abandon it before effectiveness. The Board recommends a vote FOR because it considers the amendment advisable and in the best interests of the Company and its stockholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PZENA INVESTMENT MANAGEMENT LLC | 9.12% | 1,794,261 | $49M |
| 2 | COOKE BIELER LP | 5.61% | 1,103,942 | $30M |
| 3 | WELLINGTON MANAGEMENT GROUP LLP | 5.09% | 1,000,703 | $27M |
| 4 | Lodge Hill Capital, LLC | 4.71% | 926,014 | $25M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.55% | 894,828 | $25M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.08% | 802,377 | $22M |
| 7 | BlackRock, Inc. | 3.98% | 783,162 | $21M |
| 8 | FORT WASHINGTON INVESTMENT ADVISORS INC /OH/ | 3.98% | 782,462 | $21M |
| 9 | AMERICAN CENTURY COMPANIES INC | 3.37% | 662,201 | $18M |
| 10 | BlackRock, Inc. | 3.14% | 617,148 | $17M |
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