Document

DEF 14A 1 mbuu_noticexandxproxyx2021.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 x 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))

x 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 the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1.Title of each class of securities to which transaction applies:

2.Aggregate number of securities to which transaction applies:

3.Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4.Proposed maximum aggregate value of transaction:

5.Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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2.Form, Schedule or Registration Statement No.:

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4.Date Filed:

MALIBU BOATS, INC.

5075 Kimberly Way

Loudon, Tennessee 37774

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On November 3, 2021

To the Stockholders of Malibu Boats, Inc.:

Notice is hereby given that the 2021 annual meeting of stockholders (the “Annual Meeting”) of Malibu Boats, Inc. (the “Company”) will be held at the offices of Pursuit Boats, 3901 St. Lucie Blvd, Fort Pierce, Florida 34946*, on Wednesday, November 3, 2021, at 8:00 a.m., Eastern 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 2024 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, 2022;

(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 17, 2021 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 21, 2021

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.

_______________________

* We intend to hold the meeting in person. However, we are actively monitoring the coronavirus (COVID-19) situation and are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold the meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. If we take this step, we will announce the decision to do so in advance by mailing a notice of the applicable change to the meeting to stockholders and filing the notice as Definitive Additional Materials with the Securities and Exchange Commission. We will also issue a press release and post details on the change(s) to the meeting on our website at www.malibuboats.com. In the event we hold the meeting solely by means of remote communication, you will need the control number included on your proxy card (if you are a stockholder of record) or voting instruction form (if you hold your shares in street name) or included in the email to you if you received the proxy materials by email in order to be able to gain access to, and submit questions during, the Annual Meeting. If you hold shares of Class A common stock and Class B common stock, you will have two separate control numbers, one each for Class A common stock and Class B common stock. Please note that if you hold shares through a bank, broker or other nominee, you cannot vote your shares at the Annual Meeting unless you have obtained a legal proxy from your bank, broker, or nominee that holds your shares giving you the right to vote the shares at the Annual Meeting.

MALIBU BOATS, INC.

5075 Kimberly Way

Loudon, Tennessee 37774

PROXY STATEMENT

The Board of Directors of Malibu Boats, Inc. solicits your proxy for the 2021 annual meeting of stockholders (the “Annual Meeting”) to be held at 8:00 a.m., Eastern time, on Wednesday, November 3, 2021 at the offices of Pursuit Boats, 3901 St. Lucie Blvd, Fort Pierce, Florida 34946, and at any and all postponements or adjournments of the Annual Meeting.

We intend to hold the meeting in person. However, we are actively monitoring the coronavirus (COVID-19) situation and are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold the meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. If we take this step, we will announce the decision to do so in advance by mailing a notice of the applicable change to the meeting to stockholders and filing the notice as Definitive Additional Materials with the Securities and Exchange Commission (“SEC”). We will also issue a press release and post details on the change(s) to the meeting on our website at www.malibuboats.com. In the event we hold the meeting solely by means of remote communication, you will need the control number included on your proxy card (if you are a stockholder of record) or voting instruction form (if you hold your shares in street name) or included in the email to you if you received the proxy materials by email in order to be able to gain access to, and submit questions during, the Annual Meeting. If you hold shares of Class A common stock and Class B common stock, you will have two separate control numbers, one each for Class A common stock and Class B common stock. Please note that if you hold shares through a bank, broker or other nominee, you cannot vote your shares at the Annual Meeting unless you have obtained a legal proxy from your bank, broker, or nominee that holds your shares giving you the right to vote the shares at 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 of Directors 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 21, 2021.

iii

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”.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

This Proxy Statement and our 2021 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
Executive Officers of the Company			24
CORPORATE GOVERNANCE			25
Corporate Governance Principles			25
Director Independence			25
Board Committees			25
Meetings and Attendance			28
Annual Board Evaluation			28
Board Leadership Structure			28
Risk Oversight			28
Policy on Hedging and Pledging			30
Executive Development and Succession Planning			30
Director Nomination Process			30
Code of Business Conduct and Code of Ethics			31
Stockholder Communications with the Board			31
Engagement with Stockholders			31
Environmental, Social and Governance Matters			32
DIRECTOR COMPENSATION			33
COMPENSATION DISCUSSION AND ANALYSIS			35
Introduction			35
Summary of Fiscal 202 1 Compensation Decisions			36
Compensation Program Objectives			37
Role of the Compensation Committee			38
Role of the Compensation Consultant			38
Peer Companies			38
The Role of the Stockholder Say-on-Pay Votes			40
Material Elements of Compensation			40
Policy with Respect to Section 162(m)			44
COMPENSATION COMMITTEE REPORT			46
EXECUTIVE COMPENSATION			47
Summary Compensation Table			47
Employment Agreements			48
Grants of Plan-Based Awards			48
Description of Equity Awards			50
Outstanding Equity Awards at Fiscal Year-End			50
Option Exercises and Stock Vested Table			51


Long Term Incentive Plan			52
Potential Payments upon Termination or Change in Control			54
Compensation Committee Interlocks and Insider Participation			56
CEO PAY RATIO DISCLOSURE			57
EQUITY COMPENSATION PLAN INFORMATION			58
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			59
AUDIT COMMITTEE REPORT			63
AUDIT INFORMATION			64
PROPOSAL 1 - ELECTION OF DIRECTORS			65
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			66
PROPOSAL 3 - APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION			67
OTHER MATTERS			68
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2021 ANNUAL MEETING OF STOCKHOLDERS			69
ANNUAL REPORT TO STOCKHOLDERS			70
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: the effects of the COVID-19 pandemic on us; our ability to execute our manufacturing strategy successfully; 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; 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; general industry, economic and business conditions; 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; 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 and term loan 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, 2021 filed with the SEC on August 26, 2021. 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, 2021 at 8:00 a.m. Eastern time	September 17, 2021	The offices of Pursuit Boats, 3901 St. Lucie Blvd, Fort Pierce, Florida 34946


	Proposal	Board Recommendations	For More Information
1.	The election to the Board of Directors of the three (3) nominees named in this Proxy Statement — James R. Buch, Joan M. Lewis and Peter E. Murphy — to serve until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified	FOR	See page 65
2.	The ratification of the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending June 30, 2022	FOR	See page 66
3.	The approval, on a non-binding advisory basis, of our named executive officer compensation	FOR	See page 67


		% of Total Revenues
		Fiscal Year Ended June 30,
Segment	Brands	2021	2020	2019
Malibu	Malibu	52.2%	54.3%	54.8%
	Axis

Saltwater Fishing	Pursuit	26.2%	18.9%	15.0%
	Maverick
	Cobia
	Pathfinder
	Hewes

Cobalt	Cobalt	21.6%	26.8%	30.2%


	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)	2,088,852	10.0	—	—	—	9.7
BlackRock, Inc. (4)	1,737,976	8.3	—	—	—	8.1
Lord, Abbett & Co. LLC (5)	1,641,281	7.9	—	—	—	7.7

The Vanguard Group (6)	1,148,551	5.5	—	—	—	5.4
Malibu Boats, Inc. (7)	—	—	20,839,687	97.2	—	—
Directors and Named Executive Officers
Jack D. Springer (8)	267,206	1.3	5,000	*	1	1.3
Wayne R. Wilson (9)	107,816	*	3,750	*	1	*
Ritchie L. Anderson (10)	76,066	*	2,412	*	1	*
Michael K. Hooks (11)	44,537	*	12,500	*	1	*
James R. Buch (12)	24,599	*	—	—	—	*
Ivar S. Chhina (13)	24,599	*	—	—	—	*
Michael J. Connolly (14)	43,192	*	—	—	—	*
Mark W. Lanigan (15)	43,233	*	25,136	*	1	*
Joan M. Lewis (16)	4,246	*	—	—	—	*
Peter E. Murphy (17)	24,599	*	—	—	—	*
John E. Stokely (18)	24,599	*	—	—	—	*
Current Directors and Executive Officers as a group
(11 persons) (19)	684,692	3.3	48,798	*	5	3.4


Name (a)	Fees Earned or Paid in Cash ($)(b)(1)		Stock Awards ($)(c)(2)(3)	Total ($)(h)
Michael K. Hooks	85,000	(4)	74,951	159,951
James R. Buch	65,000		74,951	139,951
Ivar S. Chhina	80,000		74,951	154,951
Michael J. Connolly	70,000	(4)	74,951	144,951
Mark W. Lanigan	80,000	(4)	74,951	154,951
Joan M Lewis	65,000		74,951	139,951
Peter E. Murphy	65,000		74,951	139,951
John E. Stokely	65,000		74,951	139,951


(1)			Amounts reported reflect the cash retainers paid to each Non-Employee Director for fiscal year 2021, 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, 2020. 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 $54.47 closing price of a share of our Class A common stock on grant date.
(3)			As of June 30, 2021, 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 1,326, 1,091 and 1,246 fully vested stock units for service rendered during fiscal 2021. 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 41.9% to $926.5 million compared to fiscal 2020 –Unit volume increased 27.0% to 8,185 units compared to fiscal 2020 –Net sales per unit increased 11.7% to $113,197 per unit compared to fiscal 2020 –Gross profit increased 58.4% to $236.5 million compared to fiscal 2020 –Net income increased 76.8% to $114.3 million, or $5.23 per share (diluted), compared to fiscal 2020 –Adjusted EBITDA increased 71.3% to $190.1 million compared to fiscal 2020 –Adjusted fully distributed net income per share increased 82.7% compared to fiscal 2020 to $6.01 per share on a fully distributed weighted average share count of 21.6 million shares of Class A common stock


Primary objective of fiscal 2021 compensation decisions: Incentivize Named Executive Officers to create long-term stockholder value


New Clawback Policy adopted that covers all Named Executive Officers


Peer Group Companies - FY20 and FY21 Decisions
Callaway Golf Company	Douglas Dynamics, Inc.	Fox Factory Holding Corp.
Helios Technologies	Johnson Outdoors Inc.	Lifetime Brands, Inc.
Lydall, Inc.	Marine Products Corporation	Marine Max, Inc.
MasterCraft Boat Holdings, Inc.	Motorcar Parts of America, Inc.	Nautilus, Inc.
Smith & Wesson Brands	Shyft Group Inc. (formerly Spartan Motors, Inc.)	Sturm, Ruger & Company, Inc.
Universal Electronics Inc.	Winnebago Industries, Inc.


Current Peer Group Companies
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.


Named Executive Officer	FY 2020 Base Salary ($)	FY 2021 Increase ($)	Current Base Salary ($)
Jack D. Springer	735,000	30,000	765,000
Wayne R. Wilson	385,000	15,000	400,000
Ritchie L. Anderson	385,000	15,000	400,000


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 $68.8 million and Adjusted EBITDA of $120.6 million)	100%
Above Target	110%	134%
Above Target	120%	167%
Maximum	130%	200%
Above Maximum	>130%	200%


Named Executive Officer	FY 2021 Target Bonus ($)	FY 2021 Annual Incentive Payment ($)
Jack D. Springer	765,000	1,530,000
Wayne R. Wilson	280,000	560,000
Ritchie L. Anderson	280,000	560,000


Name	Relative TSR Performance Awards		Adjusted EBITDA Performance Awards		Time-Based Shares or Units
Jack D. Springer	$	684,524	$	795,371	$	706,966
	9,735 target shares		9,735 target shares		12,979 shares
Wayne R. Wilson	$	304,160	$	353,456	$	314,183
	4,326 target shares		4,326 target shares		5,768 shares
Ritchie L. Anderson	$	304,160	$	353,456	$	314,183
	4,326 target shares		4,326 target shares		5,768 shares

SEC Form DEF 14A filed by Malibu Boats, Inc.