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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): August 27, 2024 |
MarineMax, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Florida |
1-14173 |
59-3496957 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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501 Brooker Creek Boulevard |
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Oldsmar, Florida |
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34677 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 727 531-1700 |
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2600 McCormick Drive, Suite 200 |
Clearwater, Florida 33759 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s) |
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Name of each exchange on which registered
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Common Stock, par value $.001 per share |
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HZO |
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The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation from the Board
On August 27, 2024, Hilliard M. Eure III resigned as a member of the Board of Directors (the “Board”) of MarineMax, Inc. (the “Company”), effective September 1, 2024. Mr. Eure’s decision to resign was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment to the Board
On August 27, 2024, the Board appointed Bonnie Biumi to serve as a member of the Board, succeed Mr. Eure as the Audit Committee Chair and serve on the Nominating/Corporate Governance Committee, effective upon Mr. Eure’s resignation. Ms. Biumi will serve as a Class III director with a term expiring in 2025 or until her successor is elected and qualified.
The Board determined that Ms. Biumi will be an independent director. Ms. Biumi will be compensated for her services in the manner consistent with that of the Company’s other independent directors, as discussed in the Company’s filings with the U.S. Securities and Exchange Commission. There are no transactions in which Ms. Biumi has an interest requiring disclosure under Item 404(a) of Regulation S-K and no arrangement or understanding between Ms. Biumi and any other persons pursuant to which she was selected as a director.
Item 7.01 Regulation FD Disclosure.
On August 28, 2024, the Company issued a press release announcing the changes to the Board described above in Item 5.02. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished herewith pursuant to Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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MarineMax, Inc. |
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Date: |
August 28, 2024 |
By: |
/s/ Michael H. McLamb |
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Name: Michael H. McLamb Title: Executive Vice President, Chief Financial Officer and Secretary |
Exhibit 99.1
News Release
MarineMax Appoints Bonnie Biumi to Board of Directors
Advances Ongoing Commitment to Refreshment and Strong Corporate Governance
Biumi Brings More Than 40 Years of Senior Financial, Operational and Board Experience
Hilliard M. Eure III Retires From the Board
CLEARWATER, FL, August 28, 2024 – MarineMax, Inc. (NYSE: HZO), the world’s largest recreational boat, yacht and superyacht services Company, today announced the appointment of Bonnie S. Biumi to its Board of Directors, effective September 1, 2024. Ms. Biumi, 62, will also serve as chair of the Audit Committee, replacing Hilliard M. Eure III, who simultaneously will retire from the Board after 20 years of service.
Ms. Biumi brings more than 40 years of public accounting and operational leadership experience across diverse industries and an extensive corporate governance background. She most recently served as President and Chief Financial Officer of Kerzner International Resorts, Inc., a developer, owner, and operator of destination resorts, casinos, and luxury hotels. Ms. Biumi previously held senior-level financial positions at NCL Corporation, Royal Caribbean Cruises, Neff Corporation, Peoples Telephone Company, and Price Waterhouse.
Rebecca White, Chairperson of the MarineMax Board, stated, “Bonnie’s exceptional financial acumen, extensive corporate governance experience, and proven operations background complement and elevate our Board’s collective expertise. We are delighted to welcome her as our newest independent director, a strategic addition that reinforces our commitment to board refreshment, director independence and diversity. Our rigorous governance framework ensures alignment between the Company's strategic priorities and shareholder interests as we expand our market diversification, accelerate growth, and set new industry standards for customer experiences across the recreational marine market.”
Ms. White continued, “I also want to express the Board’s deep appreciation to Hilliard for two decades of outstanding service as a Board member and valued chair of the Audit Committee.”
“I am honored to join the MarineMax board and look forward to leveraging my expertise to enhance our strategic plan,” Ms. Biumi said. “My goal is to contribute a fresh perspective and draw on my experience to help the Company build upon its 26-year legacy of leadership in the recreational marine market, positioning MarineMax for sustained growth and shareholder value creation.”
About Bonnie Biumi
Ms. Biumi has four decades of financial and operational expertise, most recently as President and Chief Financial Officer of Kerzner International Resorts, Inc. from 2007 to 2012. Prior to that, she held senior-level finance roles at NCL Corporation, Ltd. (NYSE: NCLH), Royal Caribbean Cruises, Ltd. (NYSE: RCL), Neff Corporation, Peoples Telephone Company, Inc. and Price Waterhouse. Ms. Biumi is a member of the Board of Trustees of Kite Realty Group (NYSE: KRG) and the Board of Directors of Caesars Entertainment, Inc. (NASDAQ: CZR) and serves on the Audit Committee of both organizations. In addition, she is Chair of the Audit Committee of Virgin Cruises Limited and Virgin Cruises Intermediate Limited, a privately held joint venture between the Virgin Group and Bain Capital. From 2012 to 2017, Ms. Biumi served on the Board of Directors of Isle of Capri Casinos, Inc., and from 2013 to 2015, she served on the Board of Directors of Home Properties, Inc. Ms. Biumi received a B.S. in Accounting from the University of Florida and is a certified public accountant.
About MarineMax
As the world’s largest lifestyle retailer of recreational boats and yachts, as well as yacht concierge and superyacht services, MarineMax (NYSE: HZO) is United by Water. We have over 125 locations worldwide, including over 75 dealerships and 65 marina and storage facilities. Our integrated business includes IGY Marinas, which operates luxury marinas in yachting and sport fishing destinations around the world; Fraser Yachts Group and Northrop & Johnson, leading superyacht brokerage and luxury yacht services companies; Cruisers Yachts, one of the world’s premier manufacturers of premium sport yachts and motor yachts; and Intrepid Powerboats, a premier manufacturer of powerboats. To enhance and simplify the customer experience, we provide financing and insurance services as well as leading digital technology products that connect boaters to a network of preferred marinas, dealers, and marine professionals through Boatyard and Boatzon. In addition, we operate MarineMax Vacations in Tortola, British Virgin Islands, which offers our charter vacation guests the luxury boating adventures of a lifetime. Land comprises 29% of the earth’s surface. We’re focused on the other 71%. Learn more at www.marinemax.com.
Forward-Looking Statements
Certain statements in this press release are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include the alignment between the Company’s strategic priorities and shareholder interests; and the Company’s expansion of its market diversification, acceleration of growth, and setting of new industry standards. These statements are based on current expectations, forecasts, risks, uncertainties, and assumptions that may cause actual results to differ materially from expectations as of the date of this release. These risks, assumptions, and uncertainties include the Company’s abilities to reduce inventory, manage expenses and accomplish its goals and strategies, the quality of the new product offerings from the Company’s manufacturing partners, the performance and integration of the recently-acquired businesses, general economic conditions, as well as those within the Company's industry, the liquidity and strength of our bank group partners, the level of consumer spending, and
numerous other factors identified in the Company’s Form 10-K for the fiscal year ended September 30, 2023 and other filings with the Securities and Exchange Commission. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
CONTACTS:
Michael H. McLamb
Chief Financial Officer
727-531-1700
Scott Solomon
Sharon Merrill Advisors
857-383-2409
HZO@investorrelations.com
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