ThZeal - The Zeal



Delaware	5075 Kimberly Way,	Loudon,	Tennessee	37774	46-4024640
(State or other jurisdiction of incorporation or organization)	(Address of principal executive offices, including zip code)				(I.R.S. Employer Identification No.)

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 (see General Instruction A.2. below):



☐	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))



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01	MBUU	Nasdaq Global Select Market

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).

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. ☐

On November 6, 2019, Malibu Boats, Inc. (the “Company”) held its annual meeting of stockholders. At the annual meeting, stockholders voted on the matters disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 18, 2019 (the “Proxy Statement”). The final voting results for the matters submitted to a vote of stockholders are provided below.

The total number of shares present in person or by proxy was equal to 87.9% of the outstanding voting power of all shares of the Company’s capital stock entitled to vote at the annual meeting, thereby constituting a quorum for the purpose of the annual meeting. Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present. All matters presented to the Company’s stockholders at the annual meeting were voted on by the holders of the Company’s Class A common stock and Class B common stock, voting together as a single class.

The Company’s stockholders elected the three individuals below to serve as Class III directors until the Company’s 2022 annual meeting of stockholders and until their successors are duly elected and qualified.



Nominee	Votes For	Votes Withheld	Broker Non-Votes
Michael K. Hooks	16,338,071	1,030,295	1,391,770
Jack D. Springer	17,109,128	259,238	1,391,770
John E. Stokely	16,338,054	1,030,312	1,391,770

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2020.

Proposal 3: Approval, on a Non-binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers (“Say-on-Pay Vote”)

The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers.

Proposal 4: Approval, on a Non-binding Advisory Basis, of the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers (“Say-on-Frequency Vote”)

The Company’s stockholders approved, on a non-binding advisory basis, a one-year frequency for future advisory votes on the Company’s named executive officer compensation.

Based on the results of the Say-on-Frequency Vote, and consistent with the recommendation of the Board of Directors of the Company (the “Board”) to the Company’s stockholders in the Proxy Statement, the Board has determined to conduct a Say-on-Pay Vote every year until the next required advisory vote on the frequency of future Say-on-Pay Votes.

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 hereunto duly authorized.



Votes For	Votes Against	Abstentions
18,731,551	25,486	3,099



One Year	Two Years	Three Years	Abstentions	Broker Non-Votes
16,545,219	22,960	790,165	10,021	1,391,771



		MALIBU BOATS, INC.



		By:	/s/ Wayne R. Wilson
Date:	November 12, 2019		Wayne R. Wilson
			Chief Financial Officer



(865)	458-5478
(Registrant’s telephone number, including area code)