MARINEMAX INC

DEFM14A 1 d130789ddefm14a.htm DEFM14A Table of Contents 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 ☒ 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)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 MarineMax, Inc. (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☐ No fee required. ☒ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Table of Contents MarineMax, Inc. 501 Brooker Creek Boulevard Oldsmar, Florida 34677 (727) 531-1700 October 2, 2026 Dear Shareholder: You are cordially invited to attend a special meeting of shareholders (the “ Special Meeting ”) of MarineMax, Inc., a Florida corporation (“ MarineMax ”), to be held virtually via live webcast on November 11, 2026, at 10:00 a.m. Eastern Time (unless the Special Meeting is adjourned or postponed) at https://www.virtualshareholdermeeting.com/HZO2026SM. At the Special Meeting, you will be asked to consider and vote on a proposal to adopt and approve the Agreement and Plan of Merger, dated as of August 9, 2026 (as it may be amended, supplemented or otherwise modified from time to time, the “ Merger Agreement ”), by and among SHM Holdco, LLC, a Delaware limited liability company (“ Parent ”), Intrepid Holdco, Inc., a Florida corporation and an indirect wholly-owned subsidiary of Parent (“ Merger Sub ”), and MarineMax, pursuant to which Merger Sub will merge with and into MarineMax (the “ Merger ”), with MarineMax continuing as the surviving corporation of the Merger and becoming an indirect wholly-owned subsidiary of Parent in accordance with the Florida Business Corporation Act, and to approve the Merger (the “ Merger Proposal ”). Parent and Merger Sub are affiliates of Safe Harbor Marinas, LLC, a portfolio company of Blackstone Infrastructure Partners L.P. You will also be asked to consider and vote on (i) a non-binding, advisory proposal to approve compensation that may be paid or become payable by MarineMax to its named executive officers in connection with the Merger (the “ Advisory Compensation Proposal ”) and (ii) a proposal to approve an adjournment of the Special Meeting, from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal or in the absence of a quorum (the “ Adjournment Proposal ” and, together with the Merger Proposal and the Advisory Compensation Proposal, the “ Special Meeting Proposals ”). If the Merger is completed, you will be entitled to receive $53.00 in cash, without interest thereon and less any required tax withholdings, for each share of MarineMax common stock, par value $0.001 per share (“ MarineMax Common Stock ”), that you own as of immediately prior to the effective time of the Merger. On August 9, 2026, the board of directors of MarineMax (the “ Board ”) reviewed and considered the terms and conditions of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger (the “ Transactions ”). After considering various factors, including those described in the accompanying proxy statement (the “ Proxy Statement ”), and after consultation with MarineMax’s independent legal and financial advisors, the Board unanimously (i) determined that it was in the best interests of MarineMax and its shareholders, and declared that it was advisable, that MarineMax enter into the Merger Agreement, (ii) authorized and approved the execution, delivery and performance by MarineMax of the Merger Agreement, the performance by MarineMax of its covenants and other obligations thereunder and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions set forth therein, (iii) adopted resolutions recommending that the shareholders of MarineMax entitled to cast votes on such a proposal adopt and approve the Merger Agreement and (iv) directed that the Merger Agreement and the Merger be submitted to the shareholders of MarineMax entitled to vote thereon for adoption and approval. The Board recommends that you vote (i) “FOR” the Merger Proposal, (ii) “FOR” the Advisory Compensation Proposal and (iii) “FOR” the Adjournment Proposal. Table of Contents The Proxy Statement provides detailed information about the Merger Agreement, the Transactions, the Special Meeting and the Special Meeting Proposals. A copy of the Merger Agreement is attached as Annex A to the Proxy Statement. The Proxy Statement also describes the actions and determinations of the Board in connection with its evaluation of the Merger Agreement and the Transactions. You are encouraged to read the Proxy Statement and its annexes, including the Merger Agreement, carefully and in their entirety. You may also obtain more information about MarineMax from documents it files with the United States Securities and Exchange Commission (the “ SEC ”) from time to time. Your vote is very important. Whether or not you plan to attend the Special Meeting and regardless of the number of shares of MarineMax Common Stock you own, your careful consideration of, and vote on, each of the Special Meeting Proposals is important, and MarineMax encourages you to vote promptly. MarineMax cannot consummate the Merger unless the Merger Agreement is adopted and approved by the affirmative vote of the holders of a majority of the votes entitled to be cast on the Merger Proposal by the holders of shares of MarineMax Common Stock. If your shares of MarineMax Common Stock are registered directly in your name, you are considered the shareholder of record with respect to those shares. After reading the Proxy Statement, please vote at your earliest convenience by voting over the Internet using the Internet address on the proxy card or by voting by telephone using the toll-free number on the proxy card. If you do not have access to a touch-tone phone or the Internet, you may alternatively vote by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope. If you are a record holder and you send in your proxy and then decide to attend the Special Meeting to vote your shares, you may still do so. Only your last-dated proxy will be counted, and any proxy may be revoked at any time prior to its exercise at the Special Meeting. If your shares are held in a stock brokerage account or by a bank or other nominee, then the broker, bank, trust or other nominee is considered to be the shareholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” “Street name” holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares. Because each of the Special Meeting Proposals is a “non-routine matter,” your broker, bank, trust or other nominee does not have discretionary authority to vote your shares on any of the Special Meeting Proposals. If your shares of MarineMax Common Stock are held in “street name,” your broker, bank, trust or other nominee has enclosed a voting instruction form with the Proxy Statement. Please authorize your broker, bank, trust or other nominee to vote your shares “ FOR ” each of the Special Meeting Proposals by following the instructions provided on the enclosed voting instruction form to provide your instructions over the Internet, by telephone or b