Donerail Issues Additional Open Letter to MarineMax Shareholders
| Disappointed by Lack of Engagement with MarineMax Board Despite Highly Credible, Premium Cash Proposal and Stated Willingness to Potentially Increase Offer |
| Urges Shareholders to Vote AGAINST CEO Brett McGill at Upcoming Annual Meeting as a Referendum on MarineMax Immediately Commencing a Comprehensive Strategic Review |
| Commends CalSTRS for Voting AGAINST CEO Brett McGill and AGAINST All Other Company Nominees |
| Highlights Levin Capital's Call for an Immediate Strategic Review Following Donerail's $35 Per Share Cash Proposal |
LOS ANGELES, Feb. 23, 2026 (GLOBE NEWSWIRE) -- The Donerail Group ("Donerail"), one of the largest shareholders of MarineMax, Inc. (NYSE:HZO) ("MarineMax" or the "Company"), beneficially owning over 4% of MarineMax's outstanding shares, today issued an open letter to the Company's shareholders reiterating its (i) intent to vote AGAINST the election of CEO Brett McGill as a Director at the Company's upcoming 2026 Annual Meeting scheduled to be held on March 3, 2026 (the "Annual Meeting"), (ii) call for other shareholders to join in voting AGAINST the election of CEO Brett McGill as a Director at the Annual Meeting, and (iii) desire to immediately pursue its previously stated $35 per share all cash proposal to acquire the Company, subject to confirmatory due diligence.
The full text of the letter follows:
February 23, 2026
Dear Fellow MarineMax Shareholders,
The Donerail Group (together with its affiliates, "Donerail" or "we") is one of MarineMax, Inc.'s ("MarineMax" or the "Company") largest shareholders, beneficially owning over 4% of the Company's outstanding shares.
On February 9, 2026, we issued a letter reiterating our desire to acquire the Company at an all-cash price of $35 per share, representing a significant premium to MarineMax's unaffected trading levels. In that letter, we also urged shareholders to carefully assess the Company's historical performance, governance, and strategic direction, and we announced our intention to vote AGAINST the re-election of Chief Executive Officer Brett McGill to the Company's Board of Directors (the "Board") at the MarineMax Annual Meeting scheduled for March 3, 2026 (the "Annual Meeting") and urged other shareholders to do the same.
We are disappointed that, despite submitting our initial proposal nearly six weeks ago on January 13, 2026, alongside a more detailed proposal on February 1, 2026, providing clear evidence of financing capability from leading global investment partners, the Board has not provided any meaningful feedback on our proposal, does not appear to have established a bona fide process to evaluate our proposal, nor has it provided access to customary confidential information necessary to finalize a fully binding proposal.
We remain fully prepared to move expeditiously toward consummating our proposal upon being granted access to such information and the opportunity to conduct customary due diligence, subject to which, we believe that we could potentially increase our proposal price.
Since our February 9, 2026, public letter, we have received substantial inbound engagement from shareholders, industry participants, and financial institutions expressing concern regarding MarineMax's performance, governance, strategic direction, and willingness to engage potential strategic acquirors. These developments further support our long-held belief that MarineMax's intrinsic value is significantly greater than its current share price reflects, and that decisive leadership and proper stewardship are required to unlock that value for shareholders. Quite simply, we believe shareholders deserve a Board that is willing to objectively evaluate credible opportunities to maximize value.
On Friday, it was publicly disclosed that the California State Teachers' Retirement System ("CalSTRS"), the second-largest public pension fund in the United States and a globally respected institutional investor, has voted AGAINST the re-election of Brett McGill. CalSTRS also elected to vote AGAINST the Company's other director nominees. We commend CalSTRS for its transparency and leadership. We believe this vote reflects a growing recognition among sophisticated institutional investors that meaningful change is required at MarineMax.1
This follows the February 17, 2026 press release issued by Levin Capital Strategies ("Levin Capital"), a top 10 and long-term shareholder of MarineMax, in which Levin Capital called on the Company to immediately announce a strategic review following Donerail's all-cash $35 per share acquisition proposal. In its release, Levin Capital cited MarineMax leadership's "prior failures to capitalize on credible acquisition offers" and stated that "further delay on the part of the Board will force shareholders to hold directors accountable at future annual meetings."2 To that end, we confirm that the Company remains reticent to appropriately engage with us regarding our acquisition proposal.
The growing number of institutional investors and shareholders expressing concern underscores our belief that there is an urgent need for decisive action to ensure shareholders' interests are properly represented. We strongly urge shareholders to vote AGAINST CEO Brett McGill as a Director at the upcoming Annual Meeting to send a signal to the Board that its current approach is irresponsible and intolerable for all shareholders.
As always, we remain open to engaging constructively with MarineMax and its Board to pursue a value-maximizing outcome for all shareholders. We appreciate your continued support.
| Sincerely, | |
| /s/ William Wyatt | |
| William Wyatt | |
| Managing Partner | |
| The Donerail Group | |
About Donerail
Founded in 2018, The Donerail Group is a strategic, value-add investor and advisor that partners closely with management teams and boards to unlock shareholder value, combining hands-on engagement with creative capital solutions, bespoke transaction structures, and integrated M&A advisory to drive superior outcomes.
THIS IS NOT A SOLICITATION OF AUTHORITY TO VOTE YOUR PROXY. DO NOT SEND US YOUR PROXY CARD. DONERAIL IS NOT ASKING FOR YOUR PROXY CARD AND WILL NOT ACCEPT PROXY CARDS IF SENT. DONERAIL IS NOT ABLE TO VOTE YOUR PROXY, NOR DOES THIS COMMUNICATION CONTEMPLATE SUCH AN EVENT.
1 CalSTRS Proxy Voting Record (https://viewpoint.glasslewis.com/WD/MeetingDetail/?siteId=CALSTRS&securityId=24774)
2 Levin Capital Strategies Press Release, dated February 17, 2026 (https://www.businesswire.com/news/home/20260217461205/en/Levin-Capital-Calls-on-the-MarineMax-Board-to-Immediately-Announce-a-Review-of-Strategic-Alternatives-Following-Recent-Acquisition-Offer)
CONTACT Nancy Lin (310) 289-2345