<PAGE> 1
SCHEDULE 14A INFORMATION
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:
<TABLE>
<S> <C>
[ ] 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 Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
MARINEMAX, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
MARINEMAX, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MARCH 2, 1999
The Annual Meeting of Stockholders of MarineMax, Inc., a Delaware
corporation (the "Company"), will be held at 9:00 a.m., on Tuesday, March 2,
1999 at the Tampa Airport Marriott, Tampa International Airport, Grand Ballroom
East, Tampa, Florida, for the following purposes:
1. To elect three directors to serve for a three-year term expiring
in 2002.
2. To ratify the appointment of Arthur Andersen LLP as the
independent auditors of the Company for the fiscal year ending September
30, 1999.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on January 8, 1999 are
entitled to notice of and to vote at the meeting.
All stockholders are cordially invited to attend the meeting in person. To
assure your representation at the meeting, however, you are urged to mark, sign,
date, and return the enclosed proxy as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the meeting may vote in person even if he or she previously has returned a
proxy.
Sincerely,
/s/ Michael H. McLamb
Michael H. McLamb
Secretary
Clearwater, Florida
January 22, 1999
<PAGE> 3
MARINEMAX, INC.
18167 U.S. 19 NORTH, SUITE 499
CLEARWATER, FLORIDA 33764
------------------------
PROXY STATEMENT
------------------------
VOTING AND OTHER MATTERS
GENERAL
The enclosed proxy is solicited on behalf of MarineMax, Inc., a Delaware
corporation (the "Company"), by the Company's board of directors (the "Board of
Directors") for use at the Company's Annual Meeting of Stockholders to be held
at 9:00 a.m. on Tuesday, March 2, 1999 (the "Meeting"), or at any adjournment
thereof, for the purposes set forth in this Proxy Statement and in the
accompanying Notice of Annual Meeting of Stockholders. The Meeting will be held
at the Tampa Airport Marriott, Tampa International Airport, Grand Ballroom East,
Tampa, Florida.
These proxy solicitation materials were first mailed on or about January
22, 1999 to all stockholders entitled to vote at the Meeting.
VOTING SECURITIES AND VOTING RIGHTS
Stockholders of record at the close of business on January 8, 1999 (the
"Record Date") are entitled to notice of and to vote at the Meeting. On the
Record Date, there were issued and outstanding 14,607,361 shares of the
Company's Common Stock, $0.001 par value per share (the "Common Stock"). Each
holder of Common Stock voting at the Meeting, either in person or by proxy, may
cast one vote per share of Common Stock held on all matters to be voted on at
the Meeting.
The presence, in person or by proxy, of the holders of a majority of the
total number of shares entitled to vote constitutes a quorum for the transaction
of business at the Meeting. Assuming that a quorum is present, the affirmative
vote of a majority of the shares of the Company present in person or represented
by proxy at the Meeting and entitled to vote is required (i) for the election of
directors, and (ii) for the ratification of the appointment of Arthur Andersen
LLP as the independent auditors of the Company for the fiscal year ending
September 30, 1999.
Votes cast by proxy or in person at the Meeting will be tabulated by the
election inspectors appointed for the Meeting and will determine whether a
quorum is present. The election inspectors will treat abstentions as shares that
are present and entitled to vote for purposes of determining the presence of a
quorum, but as unvoted for purposes of determining the approval of any matter
submitted to the stockholders for a vote. If a broker indicates on the proxy
that it does not have discretionary authority as to certain shares to vote on a
particular matter, those shares will not be considered as present and entitled
to vote with respect to that matter.
VOTING OF PROXIES
When a proxy is properly executed and returned, the shares it represents
will be voted at the Meeting as directed. If no specification is indicated, the
shares will be voted (i) "for" the election of nominees set forth in this Proxy
Statement, and (ii) "for" the ratification of the appointment of Arthur Andersen
LLP as the independent auditors of the Company for the fiscal year ending
September 30, 1999.
REVOCABILITY OF PROXIES
Any person giving a proxy may revoke the proxy at any time before its use
by delivering to the Company written notice of revocation or a duly executed
proxy bearing a later date or by attending the Meeting and voting in person.
1
<PAGE> 4
SOLICITATION
The cost of this solicitation will be borne by the Company. In addition,
the Company may reimburse brokerage firms and other persons representing
beneficial owners of shares for expenses incurred in forwarding solicitation
materials to such beneficial owners. Proxies also may be solicited by certain of
the Company's directors and officers, personally or by telephone or telegram,
without additional compensation.
ANNUAL REPORT AND OTHER MATTERS
The Company's 1998 Annual Report to Stockholders, which was mailed to
stockholders with or preceding this Proxy Statement, contains financial and
other information about the Company, but is not incorporated into this Proxy
Statement and is not to be considered a part of these proxy soliciting materials
or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
information contained in the "Compensation Committee Report on Executive
Compensation" below and "Performance Graph" below shall not be deemed "filed"
with the Securities and Exchange Commission (the "SEC") or subject to
Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act.
THE COMPANY WILL PROVIDE UPON WRITTEN REQUEST, WITHOUT CHARGE TO EACH
STOCKHOLDER OF RECORD AS OF THE RECORD DATE, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1998, AS FILED WITH
THE SEC. ANY EXHIBITS LISTED IN THE FORM 10-K REPORT ALSO WILL BE FURNISHED UPON
REQUEST AT THE ACTUAL EXPENSE INCURRED BY THE COMPANY IN FURNISHING SUCH
EXHIBIT. ANY SUCH REQUESTS SHOULD BE DIRECTED TO THE COMPANY'S SECRETARY AT THE
COMPANY'S EXECUTIVE OFFICES SET FORTH IN THIS PROXY STATEMENT.
ELECTION OF DIRECTORS
NOMINEES
The Company's Restated Certificate of Incorporation and Bylaws provide that
the number of directors shall be fixed from time to time by resolution of the
Board of Directors. Presently, the number of directors is fixed at seven and
that number of directors is divided into three classes, with one class standing
for election each year for three-year terms. The Board of Directors has
nominated Messrs. Bassett, Stovall, and Thomas for re-election as Class I
directors for three-year terms expiring in 2002 or until their respective
successors have been elected and qualified.
Unless otherwise instructed, the proxy holders will vote the proxies
received by them for each of the nominees named above. All of the nominees
currently are directors of the Company. In the event that any such nominee is
unable or declines to serve as a director at the time of the Meeting, the
proxies will be voted for any nominee designated by the current Board of
Directors to fill the vacancy. It is not expected that any nominee will be
unable or will decline to serve as a director.
The Board of Directors recommends a vote "FOR" nominees named herein.
2
<PAGE> 5
The following table sets forth certain information regarding the Company's
directors.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
William H. McGill Jr...... 55 Chairman of the Board, President, Chief Executive Officer,
and Director(1)(2)(3)
Richard R. Bassett........ 45 Executive Vice President and Director(1)(2)(3)
Paul Graham Stovall....... 60 Senior Vice President and Director(1)(2)(3)
Richard C. LaManna Jr..... 60 Director
Robert S. Kant............ 54 Director(1)(2)(4)
R. David Thomas........... 66 Director(1)(2)(4)(5)
Stewart Turley............ 64 Director(1)(2)(4)(5)
</TABLE>
- ---------------
(1) Member of the Executive Committee
(2) Member of the 1998 Incentive Stock Plan Committee
(3) Member of the Employee Stock Purchase Plan Committee
(4) Member of the Compensation Committee
(5) Member of the Audit Committee
William H. McGill Jr. has served as the President and Chief Executive
Officer of MarineMax since January 23, 1998 and as the Chairman of the Board and
as a director of the Company since March 6, 1998. Mr. McGill was the principal
owner and president of Gulfwind USA, Inc., one of the Company's Operating
Subsidiaries, from 1973 until its merger with the Company in March 1998.
Richard R. Bassett has served as Executive Vice President of the Company
since October 1, 1998 and a director of the Company since March 6, 1998. Mr.
Bassett served as Senior Vice President of the Company from March 6, 1998 until
October 1, 1998. Mr. Bassett was the owner and president of Bassett Boat Company
of Florida, one of the Company's Operating Subsidiaries, from 1979 until its
merger with the Company in March 1998.
Paul Graham Stovall has served as a Senior Vice President and director of
the Company since May 1, 1998. Mr. Stovall was a principal owner and president
of Stovall Marine, Inc., one of the Company's Operating Subsidiaries, from 1960
until its merger with the Company in April 1998.
Richard C. LaManna Jr. has served as a director of the Company since March
6, 1998. Mr. LaManna served as a Senior Vice President of the Company from March
6, 1998 until November 29, 1998. Mr. LaManna was the president and a principal
owner of Harrison's Boat Center, Inc. and Harrison's Marine Centers of Arizona,
Inc., Operating Subsidiaries of the Company, from 1978 until their merger with
the Company in March 1998.
Robert S. Kant has served as a director of the Company since August 10,
1998. Mr. Kant has been a senior member of the law firm of O'Connor, Cavanagh,
Anderson, Killingsworth & Beshears, a professional association, for more than
five years.
R. David Thomas has served as a director of the Company since August 10,
1998. Mr. Thomas, the founder of Wendy's International, Inc., has served as
Senior Chairman of that company since 1985. Mr. Thomas served as Chairman of the
Board of Wendy's, International, Inc. from 1972 until 1985 and as President and
Chief Executive Officer from 1969 until 1972. Mr. Thomas served on the Board of
Trustees of Duke University and Nova Southwest University.
Stewart Turley has served as a director of the Company since August 10,
1998. Mr. Turley retired in 1997 as Chairman of Eckerd Corporation, which he
originally joined in 1966. Mr. Turley served as Chairman, President, and Chief
Executive Officer of Eckerd Corporation from 1975 until 1993. He served as
Chairman and Chief Executive Officer from 1993 until 1996, and remained as
Chairman of the Board until his retirement in 1997. He has been a director of
Eckerd Corporation since 1971. Mr. Turley was a Senior Vice
3
<PAGE> 6
President from 1971 to 1974 and was Vice President from 1968 to 1971. Mr. Turley
also serves as a director of Springs Industries, Inc. and Sprint Corporation.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors has an Audit Committee and a Compensation
Committee, each consisting entirely of independent directors, as well as an
Executive Committee, a Stock Plan Committee, and an Employee Stock Purchase Plan
Committee.
The responsibilities of the Audit Committee include recommending to the
Board of Directors the independent public accountants to be selected to conduct
the annual audit of the books and records of the Company, reviewing the proposed
scope of such audit, reviewing accounting and financial controls of the Company
with the independent public accountants and the Company's financial accounting
staff, and reviewing and approving transactions between the Company and its
directors, officers, and their affiliates. The Compensation Committee provides a
general review of the Company's compensation plans and policies to ensure that
they meet corporate objectives. The Executive Committee may exercise all or any
of the authority of the Board of Directors in the management of the business and
affairs of the Company, except as limited by Delaware law. The responsibilities
of the Stock Plan Committee include administering the 1998 Incentive Stock Plan,
including selecting the officers and salaried employees to whom options and
awards will be granted; and the responsibilities of the Employee Stock Purchase
Plan Committee include the administration of the Employee Stock Purchase Plan.
Each of the Audit Committee, Compensation Committee, Stock Plan Committee, and
Employee Stock Purchase Plan Committee held one separate formal meeting with
respect to the fiscal year ended September 30, 1998.
The Board of Directors of the Company held a total of nine meetings during
the fiscal year ended September 30, 1998. Each of the Company's directors
attended at least 75% of the aggregate of (i) the total number of meetings of
the Board of Directors, and (ii) the total number of meetings held by all
committees of the Board of Directors on which such director was a member.
DIRECTOR COMPENSATION AND OTHER INFORMATION
Employees of the Company do not receive compensation for serving as members
of the Company's Board of Directors. Each non-employee director serving at the
request of the Company receives a quarterly director's fee of $10,000, which is
paid in shares of Common Stock. All directors are reimbursed for out-of-pocket
expenses incurred in attending meetings of the Board of Directors or committees.
Directors who are employees of the Company are eligible to receive stock options
pursuant to the Company's 1998 Incentive Stock Plan (the "1998 Plan"). Pursuant
to the 1998 Plan, Messrs. Kant, Thomas, and Turley each received an automatic
grant of options to acquire shares of the Company's Common Stock on the date
they were first elected as directors of the Company. In addition, each
subsequent non-employee director of the Company will receive an automatic grant
of options to acquire 5,000 shares of the Common Stock upon the date of his or
her election or appointment as director. Non-employee directors also receive an
automatic grant of options to purchase 2,500 shares of Common Stock on the date
of each annual meeting of stockholders of the Company. Accordingly, Messrs.
Kant, Thomas, and Turley will receive an automatic grant of options to purchase
2,500 shares of Common Stock on the date of the Meeting. Non-employee directors
also are eligible to receive grants of stock options or awards pursuant to the
discretionary program of the 1998 Plan. See "Executive Compensation -- 1998
Incentive Stock Option Plan."
4
<PAGE> 7
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND OTHER COMPENSATION
The following table sets forth the total compensation received for services
rendered in all capacities to the Company for the fiscal year ended September
30, 1998 by the Company's Chief Executive Officer and its four other most highly
compensated executive officers (together the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------------------------
ANNUAL COMPENSATION(1) AWARDS PAYOUTS
------------------------------------ ----------------------- -------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND COMPENSATION AWARD(S) OPTIONS PAYOUTS COMPENSATION
PRINCIPAL POSITION AT YEAR-END SALARY($) BONUS($) ($)(2) ($) (#)(3) ($) ($)(4)
- ------------------------------ ---------- -------- ------------ ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
William H. McGill Jr......... $ 87,500 $361,740 -- -- 120,000 -- --
Chairman, President,
and Chief Executive Officer
Richard R. Bassett........... $ 87,500 $195,416 -- -- 64,167 -- 5,854
Executive Vice President
Michael H. McLamb............ $103,125 $100,000 -- -- 133,600 -- --
Vice President, Chief
Financial Officer,
Secretary, and Treasurer
Richard C. LaManna Jr.(5).... $ 87,500 $ 4,403 -- -- 10,000 -- 1,692
Senior Vice President
Richard C. LaManna III(5).... $ 87,500 $ 21,692 -- -- 30,000 -- 1,876
Vice President
</TABLE>
- ---------------
(1) Includes compensation for Messrs. McGill, Bassett, LaManna Jr., and LaManna
III since March 1, 1998 and Mr. McLamb since January 21, 1998.
(2) Other annual compensation did not exceed 10% of the total salary and bonus
for any of the Named Executive Officers.
(3) The exercise price of all options granted were equal to or greater than the
fair market value of the Company's Common Stock on the date of grant.
(4) Amounts represent the Company's matching portion of 401(k) or profit sharing
plan contributions.
(5) The employment of Mr. LaManna Jr. and Mr. LaManna III with the Company
terminated on November 29, 1998.
5
<PAGE> 8
OPTION GRANTS
The following table provides information on stock options granted to the
Company's Named Executive Officers during the fiscal year ended September 30,
1998.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------- POTENTIAL REALIZABLE
% VALUE AT ASSUMED
NUMBER OF OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(S)(7)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION -----------------------
GRANTED(#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---------- ------------ ----------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
William H. McGill Jr. ....... 40,000(1) 2.3% $13.75 2003 $ 88,141 $ 255,255
William H. McGill Jr. ....... 80,000(2) 4.7% $12.50 2008 $628,895 $1,593,742
Richard R. Bassett........... 40,000(1) 2.3% $13.75 2003 $ 88,141 $ 255,255
Richard R. Bassett........... 24,167(2) 1.4% $12.50 2008 $189,981 $ 481,450
Michael H. McLamb............ 28,000(2) 1.6% $12.50 2008 $220,113 $ 557,810
Michael H. McLamb............ 16,000(3)(6) 0.9% $12.50 2008 $125,779 $ 318,748
Michael H. McLamb............ 19,600(4)(6) 1.1% $12.50 2008 $154,079 $ 390,467
Michael H. McLamb............ 70,000(5)(6) 4.1% $10.00 2008 $440,226 $1,115,620
Richard C. LaManna Jr........ 10,000(2) 0.6% $12.50 2008 $ 78,612 $ 199,218
Richard C. LaManna III....... 30,000(2) 1.8% $12.50 2008 $235,835 $ 597,653
</TABLE>
- ---------------
(1) Qualified stock options exercisable during the five-year period from the
date of grant with such options vesting 20% on each of the first, second,
third, fourth, and fifth anniversaries of the date of grant.
(2) Non-qualified stock options exercisable during the 10-year period from the
date of grant with such options vesting 20% on each of the third, fourth,
fifth, sixth, and seventh anniversaries of the date of grant.
(3) Qualified stock options exercisable during the 10-year period from the date
of grant with 8,000 of such options vesting on the date of grant and 8,000
of such options vesting on the first day after the first anniversary of the
date of grant.
(4) Non-qualified options exercisable during the 10-year period from the date of
grant with such options vesting on the date of grant.
(5) Non-qualified options exercisable during the 10-year period from the date of
grant with 20% of such options vesting on each of the first, second, third,
fourth, and fifth anniversaries of the date of grant.
(6) Represents options reissued to Mr. McLamb in June 1998 after the original
options granted in April 1998 were cancelled. See "Employee
Compensation -- Option Repricings."
(7) Calculated from a base price equal to the exercise price of each option,
which was the fair market value of the Common Stock on the date of grant.
The amounts represent only certain assumed rates of appreciation. Actual
gains, if any, on stock option exercises and Common Stock holdings cannot be
predicted, and there can be no assurance that the gains set forth on the
table will be achieved.
6
<PAGE> 9
OPTION EXERCISES AND HOLDINGS
The following table provides information on options exercised in the last
fiscal year by the Company's Named Executive Officers, the number of shares of
Common Stock underlying unexercised options at September 30, 1998 by each such
officer, and the value of each such officer's unexercised options at September
30, 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
OPTION VALUE AS OF SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END($)(1)
EXERCISE REALIZED ----------------------------- ----------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William H. McGill Jr. ... -- -- -0- 120,000 -- --
Richard R. Bassett....... -- -- -0- 64,167 -- --
Michael H. McLamb........ -- -- 27,600 106,000 -- --
Richard C. LaManna
Jr. ................... -- -- -0- 10,000 -- --
Richard C. LaManna III... -- -- -0- 30,000 -- --
</TABLE>
- ---------------
(1) Calculated based on $9.25, which was the closing sales price of the Common
Stock as quoted on the New York Stock Exchange on September 30, 1998,
multiplied by the number of applicable shares in-the-money less the total
exercise price.
OPTION REPRICINGS
The following table sets forth certain information with respect to the
cancellation of outstanding stock options held by and the grant of replacement
options to one of the Company's executive officers during fiscal 1998. The
Company has not repriced any options held by any of its other executive officers
since the date on which the Company's Common Stock became registered under
Section 12 of the Exchange Act.
TEN-YEAR OPTION REPRICINGS
<TABLE>
<CAPTION>
NUMBER OF MARKET
SECURITIES PRICE OF EXERCISE
UNDERLYING STOCK AT PRICE AT
OPTIONS TIME OF TIME OF LENGTH OF ORIGINAL
REPRICED OR REPRICING OR REPRICING OR NEW OPTION TERM REMAINING
AMENDED AMENDMENT AMENDMENT EXERCISE AT DATE OF REPRICING
NAME AND PRINCIPAL POSITION DATE (#) ($) ($) PRICE ($) OR AMENDMENT
- --------------------------- -------- ----------- ------------ ------------ --------- ---------------------
<S> <C> <C> <C> <C> <C> <C>
Michael H. McLamb(1)......... 6/18/98 35,600 $12.50 $15.00 $12.50 9 years and 10 months
Michael H. McLamb(1)......... 6/18/98 70,000 $12.50 $12.00 $10.00 9 years and 10 months
</TABLE>
- ---------------
(1) Mr. McLamb has served as Vice President, Chief Financial Officer, and
Treasurer of the Company since January 23, 1998 and as Secretary of the
Company since April 5, 1998. The repricing of Mr. McLamb's options were
pursuant to provisions of his employment agreement, which provides for
options at designated levels.
1998 INCENTIVE STOCK PLAN
On April 5, 1998 and April 30, 1998, respectively, the Board of Directors
adopted and the stockholders approved the MarineMax, Inc. 1998 Incentive Stock
Plan (the "Plan"). The Plan provides for the grant of incentive and nonqualified
stock options to acquire Common Stock of the Company, the direct grant of Common
Stock, the grant of stock appreciation rights ("SARs"), and the grant of other
cash awards to key personnel, directors, consultants, independent contractors,
and others providing valuable services to the Company and its subsidiaries. The
Company believes that the Plan represents an important factor in attracting
7
<PAGE> 10
and retaining executive officers and other key employees, directors, and
consultants and constitutes a significant part of its compensation program. The
Plan provides such individuals with an opportunity to acquire a proprietary
interest in the Company and thereby align their interests with the interests of
the Company's other stockholders and give them an additional incentive to use
their best efforts for the long-term success of the Company.
The Plan provides that a maximum of the lesser of 4,000,000 shares or 15%
of the then-outstanding shares of Common Stock of the Company may be issued
under the Plan. The maximum number of shares of stock with respect to which
options or other awards may be granted to any employee (including officers)
during the term of the Plan may not exceed 50% of the shares of Common Stock
covered by the Plan. As of the Record Date, options to purchase approximately
1,707,000 shares of Common Stock have been granted. Of these options,
approximately 36,000 are vested and the remainder vest over periods ranging from
five to seven years.
The power to administer the Plan with respect to executive officers and
directors of the Company and all persons who own 10% or more of the Company's
issued and outstanding stock rests exclusively with the Board of Directors or a
committee consisting of two or more non-employee directors who are appointed by
the Board of Directors. The power to administer the Plan with respect to other
persons rests with the Board of Directors.
The Plan will terminate in April 2008, and options may be granted at any
time during the life of the Plan. Options become exercisable at such time as may
be determined by the Board of Directors or the Plan administrator. The exercise
prices of options will be determined by the Board of Directors or the Plan
administrator, but if an option is intended to be an incentive stock option, the
exercise price may not be less than 100% (110% if the option is granted to a
stockholder who at the time of the grant of the option owns stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company) of the fair market value of the Common Stock at the time of the grant.
The Plan also includes an Automatic Grant Program providing for the
automatic grant of options ("Automatic Options") to non-employee directors of
the Company. Under the Automatic Grant Program, each non-employee whose election
to the Board of Directors was proposed as of June 3, 1998 received an Automatic
Option to acquire 10,000 shares of Common Stock on that date (an "Initial
Grant"). Each subsequent newly elected non-employee member of the Board of
Directors will receive as an Initial Grant an Automatic Option to acquire 5,000
shares of Common Stock on the date of his or her first appointment or election
to the Board of Directors. In addition, an Automatic Option to acquire 2,500
shares of Common Stock will be granted to each non-employee director at the
meeting of the Board of Directors held immediately after each annual meeting of
stockholders (an "Annual Grant"). A non-employee member of the Board of
Directors will not be eligible to receive an Annual Grant if the option grant
date of such Annual Grant would be within 90 days of such non-employee member
receiving his or her Initial Grant. Each Initial Grant will vest and become
exercisable in a series of three equal and successive installments with the
first installment vested on the date of grant (or the date of election to the
Board of Directors, if later) and the next two installments 12 months and 24
months after the date of grant. Each Annual Grant will vest and become
exercisable 12 months after the date of grant. Each Automatic Option will vest
and become exercisable only if the optionholder has not ceased serving as a
director as of such vesting date.
The exercise price per share of Common Stock subject to an Initial Grant on
June 3, 1998 is $12.50, the initial public offering price per share and the
exercise price per share of Common Stock subject to other Automatic Options will
be equal to 100% of the fair market value (as defined in the Plan) of the
Company's Common Stock on the date such option is granted. Each Automatic Option
will expire on the tenth anniversary of the date on which such Automatic Option
was granted. In the event the non-employee director ceases to serve as a member
of the Board of Directors or dies while serving as a director, the optionholder
or the optionholder's estate or successor by bequest or inheritance may exercise
any Automatic Options that have vested by the time of cessation of service until
the earlier of (a) 90 days after the cessation of service, or (b) the expiration
of the term of the Automatic Option. The Board of Directors believes that the
grant of Automatic Options to non-employee directors is necessary to attract,
retain, and motivate independent directors.
8
<PAGE> 11
The Plan is not intended to be the exclusive means by which the Company may
issue options or warrants to acquire its Common Stock, stock awards, or any
other type of award. To the extent permitted by applicable law and New York
Stock Exchange requirements, the Company may issue any other options, warrants,
or awards other than pursuant to the Plan without stockholder approval.
EMPLOYEE STOCK PURCHASE PLAN
On April 5, 1998 and April 30, 1998, respectively, the Board of Directors
adopted and the stockholders approved the MarineMax, Inc. 1998 Employee Stock
Purchase Plan (the "Stock Purchase Plan"), which is intended to qualify for
favorable income tax treatment under Section 423 of the Internal Revenue Code
and is intended to offer financial incentives for employees to purchase Common
Stock of the Company. The Stock Purchase Plan is administered by an appointed
committee of the Board of Directors.
The Stock Purchase Plan provides for the issuance of up to 500,000 shares
of Common Stock. The Stock Purchase Plan is available to all regular, full-time
employees of the Company who have completed at least one year of continuous
service.
The Stock Purchase Plan provides for implementation of up to 10 annual
offerings beginning on the first day of October in the years 1998 through 2007,
with each offering terminating on September 30 of the following year. Each
annual offering may be divided into two six-month offerings. For each offering,
the purchase price per share will be the lower of (i) 85% of the closing price
of the Common Stock on the first day of the offering period or (ii) 85% of the
closing price of the Common Stock on the last day of the offering. The purchase
price is paid through periodic payroll deductions not to exceed 10% of the
participant's earnings during each offering period. However, no participant may
purchase more than $25,000 worth of Common Stock annually.
EMPLOYMENT AGREEMENTS
The Company has five-year employment agreements with each of William H.
McGill Jr., Richard R. Bassett, Michael H. McLamb, Paul Graham Stovall, David L.
Cochran, and David H. Pretasky (together, the "Executives"). The employment
agreements with each of these officers provides for a base salary of $150,000
per year.
Each employment agreement provides for incentive compensation based upon
the performance of the Company and the employee as determined by the Company's
Board of Directors. The Board of Directors approved for 1998 a quarterly bonus
equal to 1.25% of the quarterly pre-tax profits of the Company for William H.
McGill Jr., subject to the Company achieving its budgeted quarterly earnings.
Additionally, the program provided for Mr. McGill to receive an annual bonus
targeted at 50% of his base salary plus quarterly bonuses, subject to the
Company achieving its annual budgeted earnings. The program also provided for
Messrs. Bassett, Stovall, Cochran, Pretasky, and other officers of the Company
to receive a quarterly bonus equal to 1.25% of the quarterly pre-tax profits for
their respective regional territories, subject to the Company achieving its
quarterly budgeted earnings. Additionally, the program provided for Messrs.
Bassett, Stovall, Cochran, Pretasky, and other officers of the Company to
receive an annual bonus targeted at 50% of base salary and a quarterly bonus
based upon the customer satisfaction index and the Company's financial
performance, subject to the Company achieving its annual budgeted earnings.
Under the plan, the Company would not pay the quarterly and annual bonuses to
the Executives if the Company did not achieve its budgeted earnings. In
connection with their employment, certain of the Executives will also receive
options to purchase Common Stock. See "Executive Compensation -- 1998 Stock
Incentive Plan." The Board of Directors has not as yet determined incentive
compensation arrangements for 1999.
The Company may terminate each officer's employment for good cause, as
defined in the respective agreements. The Company also may terminate each
officer's employment without good cause if such termination is approved by a
majority of the members of the Board of Directors (excluding such officer), but
the officer so terminated will receive his base salary for the remaining term of
his employment agreement or one year, whichever is greater, and certain bonus
and other payments. Each agreement also will terminate automatically upon the
death of the respective officer. In the event of a termination of employment by
the
9
<PAGE> 12
Company or the employee following any "change in control" of the Company as
defined in the agreement, each employment agreement provides for the employee to
receive his fixed compensation in a lump sum and bonus payments that would have
been payable through the end of the Company's then-current fiscal year as if his
employment had not been terminated. Section 280G of the Internal Revenue Code
may limit the deductibility of such payments for federal income tax purposes. If
these payments are not deductible and if the Company has income at least equal
to such payments, an amount of income equal to the amount of such payments could
not be offset. As a result, the income that was not offset would be "phantom
income" (i.e. income without cash) to the Company. A "change in control" would
include a merger or consolidation of the Company, a sale of all or substantially
all of the assets of the Company, under certain circumstances changes in the
identity of a majority of the members of the Board of Directors of the Company,
or acquisitions of more than 20% of the Company's Common Stock, subject to
certain limitations.
Each employment agreement contains a covenant not to compete with the
Company for a period of two years immediately following termination of
employment or, in the case of a termination by the Company without cause in the
absence of a change in control, with certain exceptions, for a period of one
year following termination of employment.
LIMITATION OF DIRECTORS' LIABILITY; INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND AGENTS
The Company's Restated Certificate of Incorporation provides that no
director of the Company will be personally liable to the Company or its
stockholders for monetary damages for breach of a fiduciary duty as a director,
except to the extent such exemption or limitation of liability is not permitted
under the Delaware General Corporation Law (the "Delaware GCL"). The effect of
this provision in the Restated Certificate of Incorporation is to eliminate the
rights of the Company and its stockholders, either directly or through
stockholders' derivative suits brought on behalf of the Company, to recover
monetary damages from a director for breach of the fiduciary duty of care as a
director except in those instances described under the Delaware GCL.
In addition, the Company has adopted provisions in its Bylaws and entered
into indemnification agreements that require the Company to indemnify its
directors, officers, and certain other representatives of the Company against
expenses and certain other liabilities arising out of their conduct on behalf of
the Company to maximum extent and under all circumstances permitted by law.
Indemnification may not apply in certain circumstances to action arising under
the federal securities laws. The Company has not indemnified its directors and
officers for actions prior to March 1, 1998, the date the Company acquired all
of the issued and outstanding capital stock of six recreational boat dealers in
separate merger transactions.
CERTAIN TRANSACTIONS AND RELATIONSHIPS
CERTAIN ACQUISITIONS -- TERMS OF THE AGREEMENTS
William H. McGill Jr., Richard R. Bassett, Louis R. DelHomme Jr., Paul
Graham Stovall, Richard C. LaManna Jr., David L. Cochran, David H. Pretasky
(each of whom is a current or former director, executive officer, or both of the
Company) were principal owners of acquired boat dealers ("Acquired Dealers") and
their related real property holding companies ("Property Companies") at the time
of their acquisition by the Company. Except in the case of Mr. McGill who has
served as an officer of the Company since January 1988, the other individuals
became directors, officers, or both after the applicable acquisition.
The following table sets forth the name of each director and officer of the
Company who was a principal owner of an Acquired Dealer and any related Property
Company, the name of the Acquired Dealer owned by such director or officer, the
number of shares of the Company's Common Stock received by such individual as an
owner of the Acquired Dealer and its related Property Companies, and the amount
of long-term debt of the Acquired Dealer and its related Property Companies at
the time of the acquisition.
10
<PAGE> 13
<TABLE>
<CAPTION>
SHARES OF
COMMON LONG-TERM
INDIVIDUAL ACQUIRED DEALER STOCK OUTSTANDING DEBT
---------- ------------------------------- --------- ----------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Richard R. Bassett............ Bassett Boat Company of Florida 3,813,086 $ 0
Louis R. DelHomme............. Louis DelHomme Marine 1,329,266 0
William McGill Jr............. Gulfwind USA, Inc. 2,032,913 6,248
R. LaManna Jr., R. LaManna
III, D. LaManna............. Harrison's Boat Center, Inc. 1,077,369 2,138
and Harrison's Marine Centers
of Arizona, Inc.
Paul Graham Stovall........... Stovall Marine, Inc. 492,306 0
David L. Cochran.............. Cochran's Marine, Inc. and C&N 723,386 2,300
Marine Corporation
David H. Pretasky............. Sea Ray of Wilmington, Inc. 412,390 709
</TABLE>
The number of shares of Common Stock issued to the stockholders of each
Acquired Dealer and related Property Companies described above was determined
based on negotiations between the Company and those companies. In determining
the number of shares of Common Stock issued in connection with each of the
acquisitions, the parties considered the historical cash flows and pro forma
operating results of the Acquired Dealer and on the appraised values of the
properties owned by the Property Company.
With the exception of the number of shares issued in connection with each
acquisition, the acquisition of each of the Acquired Dealers and related
Property Companies was subject to substantially the same terms and conditions.
Each acquisition was subject to customary conditions. These conditions included,
among others, the accuracy on the closing date of the acquisitions of the
representations and warranties of the Acquired Dealer and its principal
stockholders and of the Company, the performance by each of them of all
covenants included in the agreements relating to the acquisitions, and the
absence of a material adverse change in the results of operations, financial
condition, or business of each Acquired Dealer. The acquisition agreements
provide that the stockholders of the Acquired Dealer and owners of the Property
Companies will indemnify the Company from certain liabilities that may arise in
connection with the respective acquisition. A portion of the Common Stock
payable as consideration in connection with each acquisition is pledged for a
period of up to one year from the effectiveness of the acquisition as security
for the indemnification obligations of the respective stockholders and owners.
Pursuant to the acquisition agreements, the stockholders of the Acquired Dealers
agreed not to compete with the Company for five years, commencing on the date of
the acquisitions.
EMPLOYMENT AGREEMENTS
As part of the acquisition agreements, certain stockholders of the Acquired
Dealers entered into employment agreements with the Company. See "Executive
Compensation -- Employment Agreements."
LEASES OF REAL PROPERTY FROM AFFILIATES
The Company leases two retail locations in Houston, Texas from the
Sherri-Lindsey Spicer Trust, an irrevocable trust of which relatives of Louis R.
DelHomme Jr. are the beneficiaries. The trustee of the trust is Robert B.
Arrington, an unrelated third party. Mr. DelHomme is a former director and
officer of the Company.
The Company also leases four retail locations in Georgia from separate
partnerships, the majority of each of which is owned by the former owners of
Stovall Marine, Inc. Paul Graham Stovall became a director and officer of the
Company following the Stovall acquisition.
The Company leases a retail location in North Carolina from Pretasky Roach
Properties, LLC, which is 50% owned by David H. Pretasky. Mr. Pretasky became an
officer of the Company following the acquisition of Sea Ray of Wilmington, Inc.
by the Company.
11
<PAGE> 14
The Company believes that the rents for these properties do not exceed
their fair market rates, that the leases provide for standard market terms, and
that the terms of the leases are on terms as favorable as could have been
received from unrelated third parties.
FUTURE TRANSACTIONS
The Company has adopted a policy that it will not enter into any material
transaction in which a director or officer has a direct or indirect financial
interest unless the transaction is determined by the Company's Board of
Directors to be fair as to the Company or is approved by a majority of the
Company's disinterested directors or by the Company's stockholders, as provided
for under Delaware law.
BUSINESS RELATIONSHIPS
Robert S. Kant, a director of the Company since August 10, 1998, is a
senior member of the law firm O'Connor, Cavanagh, Anderson, Killingsworth &
Beshears, a Professional Association. This firm serves as the Company's primary
legal counsel.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
OVERVIEW AND PHILOSOPHY
The Company's Board of Directors has appointed a Compensation Committee
(the "Committee"), consisting of non-employee members of the Board of Directors,
which makes decisions on the compensation of the Company's executive officers.
The Compensation Committee makes every effort to ensure that the compensation
plan is consistent with the Company's values and is aligned with the Company's
business strategy and goals.
The Company's compensation program for executive officers consists
primarily of base salary, annual discretionary bonuses, and long-term incentives
in the form of stock options. Executives also participate in various other
benefit plans, including medical and retirement plans, that generally are
available to all employees of the Company.
The Company's philosophy is to pay base salaries to executives at levels
that enable the Company to attract, motivate, and retain highly qualified
executives, taking into account the possibility of performance-based bonuses.
The bonus program is designed to reward individuals for performance based on the
Company's financial results as well as the achievement of personal and corporate
objectives that contribute to the long-term success of the Company in building
stockholder value. Stock option grants are intended to result in minimal or no
rewards if the price of the Company's Common Stock does not appreciate, but may
provide substantial rewards to executives as the Company's stockholders in
general benefit from stock price appreciation.
Each of the Company's executive officers is a party to a five-year
employment agreement with the Company, which provides for designated base
salaries plus incentive compensation based on the performance of the Company and
the employees as determined by the Company's Board of Directors. Although the
Committee believed the efforts and performance of certain of the Company's
executive officers (including the Chief Executive Officer) merited bonuses at
higher levels, the Committee followed the incentive compensation program adopted
for 1998, with one exception as described below.
BASE SALARY
Each executive officer of the Company received base compensation in
accordance with that officer's employment agreement.
12
<PAGE> 15
INCENTIVE COMPENSATION
As described under "Executive Compensation -- Employment Agreements," the
employment agreement of each executive officer provides for incentive
compensation based upon the performance of the Company and the employee as
determined by the Company's Board of Directors. The Board of Directors approved
an incentive compensation program for 1998. The program provided for a quarterly
bonus equal to 1.25% of the quarterly pre-tax profits of the Company for Mr.
McGill, subject to the Company achieving its budgeted quarterly earnings.
Additionally, the program provided for Mr. McGill to receive an annual bonus
targeted at 50% of his base salary plus quarterly bonuses, subject to the
Company achieving its annual budgeted earnings. The program also provided for
Messrs. Bassett, Stovall, Cochran, Pretasky, and other officers of the Company
to receive quarterly bonuses equal to 1.25% of the quarterly pre-tax profits for
their respective regional territories, subject to the Company achieving its
quarterly budgeted earnings. Additionally, the program provided for Messrs.
Bassett, Stovall, Cochran, Pretasky, and other officers to receive an annual
bonus targeted at 50% of base salary and a quarterly bonus based upon the
customer satisfaction index and the Company's financial performance, subject to
the Company achieving its annual budgeted earnings. Under the plan, the Company
would not pay quarterly and annual bonuses to any executive if the Company did
not achieve its budgeted earnings.
The Committee awarded Mr. McLamb a bonus that was $40,000 above the minimum
targeted bonus provided for in his employment agreement. In awarding this bonus,
the Compensation Committee recognized the significantly greater role played by
Mr. McLamb as the Chief Financial Officer of a public company as compared to
that of a Chief Financial Officer of a private company, as was the case when Mr.
McLamb entered into his employment agreement. The Committee also recognized the
substantial contributions made by Mr. McLamb to the successful integration of
its operations and the public filing process.
STOCK OPTION GRANTS
The Company strongly believes in utilizing grants of stock options to tie
executive rewards directly to the long-term success of the Company and increases
in stockholder value. Stock option grants also will enable executives to develop
and maintain a significant ownership position in the Company's Common Stock. The
amount of options granted takes into account options previously granted to an
individual. During fiscal 1998, the Board of Directors granted options to
acquire 120,000, 64,167, 133,600, 10,000, and 30,000 shares of Common Stock at
exercise prices ranging from $10.00 to $13.75 per share to Messrs. McGill,
Bassett, McLamb, LaManna Jr., and LaManna III, respectively. See "Executive
Compensation -- Option Repricings" for information regarding the repricing of
options.
OTHER BENEFITS
Executive officers are eligible to participate in benefit programs designed
for all full-time employees of the Company. These programs include medical
insurance, a qualified retirement program allowed under Section 401(k) of the
Internal Revenue Code, and life insurance coverage.
CHIEF EXECUTIVE OFFICER COMPENSATION
The Committee approved the payment of bonus and incentive compensation to
Mr. McGill in accordance with his employment agreement and the Company's 1998
incentive compensation program.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(m)
Section 162(m) of the Internal Revenue Code generally disallows a tax
deduction to public companies for compensation in excess of $1 million paid to
each of the Company's chief executive officer and four other most highly
compensated executive officers. Qualifying performance-based compensation is not
subject to the deduction limit if certain requirements are met.
The Company currently intends to structure the performance-based portion of
the compensation of its executive officers in a manner that complies with
Section 162(m).
13
<PAGE> 16
This report has been furnished by the members of the Compensation Committee
of the Board of Directors of MarineMax, Inc.
Robert S. Kant
R. David Thomas
Stewart Turley
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended September 30, 1998, the Company's Compensation
Committee consisted of Robert S. Kant, R. David Thomas, and Stewart Turley.
Messrs. Thomas and Turley did not have any contractual or other relationships
with the Company during such fiscal year except as directors. Mr. Kant is a
senior member of O'Connor, Cavanagh, Anderson, Killingsworth & Beshears, a
professional association, which serves as the Company's primary legal counsel.
COMPLIANCE WITH SECTION 16 OF THE SECURITIES AND EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's directors,
officers, and persons who own more than 10 percent of a registered class of the
Company's equity securities to file reports of ownership and changes in
ownership with the SEC. The SEC regulations require the directors, officers and
greater than 10 percent stockholders to furnish the Company with copies of all
Section 16(a) forms they file. Based solely upon the Company's review of the
copies of such forms received by it during the fiscal year ended September 30,
1998, and written representations that no other reports were required, the
Company believes that each person who, at any time during such fiscal year was a
director, officer, or beneficial owner of more than 10 percent of the Company's
Common Stock, complied with all Section 16(a) filing requirements during such
fiscal year, except that during fiscal 1998, Mr. LaManna III filed one late Form
4 covering one purchase transaction, Mr. McGill filed two late Forms 4 covering
two purchase transactions, and Mr. McLamb filed one late Form 4 covering one
purchase transaction.
14
<PAGE> 17
PERFORMANCE GRAPH
The following line graph compares cumulative total stockholder returns for
(i) the Company's Common Stock; (ii) the Russell 2000 Index (the "Russell
2000"); and (iii) the Nasdaq Retail Trade Index (the "Nasdaq Retail").
The graph assumes an investment of $100 in the Company's Common Stock on
June 3, 1998, the date on which the Company's Common Stock became registered
under Section 12 of the Exchange Act as a result of the Company's initial public
offering, and an investment in each of the Russell 2000 and the Nasdaq Retail of
$100 on May 31, 1998. The graph covers the period from May 31, 1998 through
December 31, 1998, the end of the first quarter of the fiscal year ending
September 30, 1999.
The calculation of cumulative stockholder return for the Russell 2000 and
the Nasdaq Retail includes reinvestment of dividends. The calculation of
cumulative stockholder return on the Company's Common Stock does not include
reinvestment of dividends because the Company did not pay dividends during the
measurement period. The performance shown is not necessarily indicative of
future performance.
[CUMULATIVE TOTAL RETURN GRAPH]
<TABLE>
<CAPTION>
'MARINEMAX, NASDAQ
INC.' RUSSELL 2000 RETAIL TRADE
<S> <C> <C> <C>
6/3/98 100 100 100
Jun-98 99 100 106
Jul-98 86 92 98
Aug-98 64 74 73
Sep-98 74 80 77
Oct-98 64 83 77
Nov-98 61 88 77
Dec-98 63 93 77
</TABLE>
15
<PAGE> 18
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS, AND OFFICERS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of the Record Date for (i) all
directors, the Chief Executive Officer, and the other executive officers
(including the four other most highly compensated executive officers), (ii) all
directors and executive officers as a group, and (iii) each person known by the
Company to beneficially own more than 5% of the outstanding shares of Common
Stock.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
-------------------------
NAME OF BENEFICIAL OWNER(1) NUMBER(2) PERCENT(2)
--------------------------- ---------- -----------
<S> <C> <C>
William H. McGill Jr. ...................................... 1,603,457(3) 10.98%
Richard R. Bassett.......................................... 3,147,486(4) 21.55%
Paul Graham Stovall......................................... 137,478 .94%
David L. Cochran............................................ 731,385(5) 5.01%
David H. Pretasky........................................... 94,443(6) .65%
Michael H. McLamb........................................... 27,951(7) .19%
Richard C. LaManna Jr....................................... 465,566(8) 3.19%
Robert S. Kant.............................................. 13,978(9) .10%
R. David Thomas............................................. 75,644(10) .52%
Stewart Turley.............................................. 15,644(11) .11%
All directors and executive officers as a group (10
persons).................................................. 6,313,032 43.11%
Brunswick Corporation....................................... 1,861,200 12.74%
Louis R. DelHomme Jr. ...................................... 1,055,428(12) 7.23%
</TABLE>
- ---------------
(1) Unless otherwise indicated, all persons listed have an address in care of
the Company at 18167 U.S. 19 North, Suite 499, Clearwater, Florida 33764,
and have sole voting and investment power over their shares unless
otherwise indicated. Brunswick Corporation maintains its address at 1 North
Field Court, Lake Forest, Illinois 60045; Mr. LaManna maintains his address
at 3452 Green Stone Place, Redding, California 96001; and Mr. DelHomme
maintains his address at 2206 Twin Oaks, Kemoh, Texas 77565.
(2) The numbers and percentages shown include shares of Common Stock issuable
to the identified person pursuant to stock options that may be exercised
within 60 days after January 8, 1999. In calculating the percentage of
ownership, such shares are deemed to be outstanding for the purpose of
computing the percentage of shares of Common Stock owned by such person,
but are not deemed to be outstanding for the purpose of computing the
percentage of shares of Common Stock owned by any other stockholder.
(3) Includes 38,000 shares owned by Mr. McGill's wife, as to which Mr. McGill
disclaims beneficial ownership. Does not include 120,000 shares issuable
upon the exercise of stock options that may not be exercised within 60 days
of January 8, 1999.
(4) Does not include 64,167 shares issuable upon the exercise of stock options
that may not be exercised within 60 days of January 8, 1999.
(5) Includes 324,692 shares owned by Mr. Cochran's wife, as to which Mr.
Cochran disclaims beneficial ownership. Also includes 5,000 shares owned by
Walker Building Center, Inc., of which Mr. Cochran is a majority owner and
controls the voting interest of the Company's Common Stock held by Walker
Building Center, Inc.
(6) Does not include 41,667 shares issuable upon the exercise of stock options
that may not be exercised within 60 days of January 8, 1999.
(7) Includes 27,600 shares issuable upon the exercise of stock options that may
be exercised within 60 days of January 8, 1999, but does not include
106,000 shares subject to options that may not be exercised by that date.
(8) Includes 316,939 shares held by Richard C. LaManna Jr. and Judith L.
LaManna, as joint tenants, and 104,095 shares held by Richard C. LaManna
Jr. and Judith L. LaManna as co-trustees of the LaManna
16
<PAGE> 19
Family Trust. Does not include 10,000 shares issuable upon the exercise of
stock options that may not be exercised within 60 days of January 8, 1999.
(9) Includes 1,667 shares issuable upon the exercise of stock options that may
be exercised within 60 days of January 8, 1999, but does not include 3,333
shares subject to options that may not be exercised by that date.
(10) Includes 3,333 shares issuable upon the exercise of stock options that may
be exercised within 60 days of January 8, 1999, but does not include 6,667
shares subject to options that may not be exercised by that date. Also
includes 5,000 shares held by Lorraine Thomas and 60,000 shares held by
R.L. Richards as trustee of the R. David Thomas Trust.
(11) Includes 3,333 shares issuable upon the exercise of stock options that may
be exercised within 60 days of January 8, 1999, but does not include 6,667
shares subject to options that may not be exercised by that date.
(12) Owned of record by Spicer Partnership Ltd. Spicer Partnership Ltd. owned
substantially all of the capital stock of DelHomme prior to its merger with
the Company. Louis R. DelHomme Jr. is the majority owner of Spicer
Partnership Ltd. and controls the voting interest of the Company's Common
Stock held by Spicer Partnership Ltd.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Arthur Andersen LLP, independent
public accountants, to audit the consolidated financial statements of the
Company for the fiscal year ending September 30, 1999 and recommends that the
stockholders vote in favor of the ratification of such appointment. In the event
of a negative vote on such ratification, the Board of Directors will reconsider
its selection. The Board of Directors anticipates that representatives of Arthur
Andersen LLP will be present at the Meeting, will have the opportunity to make a
statement if they desire, and will be available to respond to appropriate
questions.
DEADLINE FOR RECEIPT OF STOCKHOLDERS PROPOSALS
Stockholder proposals that are intended to be presented by stockholders at
the annual meeting of stockholders of the Company for the fiscal year ending
September 30, 1999 must be received by the Company no later than September 24,
1999, in order to be included in the proxy statement and form of proxy relating
to such meeting.
Pursuant to Rule 14a-4 under the Exchange Act, the Company intends to
retain discretionary authority to vote proxies with respect to stockholders
proposals for which the proponent does not seek inclusion of the proposed matter
in the Company's proxy statement for the annual meeting to be held during
calendar 2000, except in circumstances where (i) the Company receives notice of
the proposed matter no later than December 8, 1999, and (ii) the proponent
complies with the other requirements set forth in Rule 14a-4.
OTHER MATTERS
The Company knows of no other matters to be submitted to the Meeting. If
any other matters properly come before the Meeting, it is the intention of the
persons named in the enclosed proxy card to vote the shares they represent as
the Board of Directors may recommend.
Dated: January 22, 1999
17
<PAGE> 20
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
MARINEMAX, INC.
1999 ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of MARINEMAX, INC., a Delaware
corporation (the "Company"), hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement of the Company, each dated January
22, 1999, and hereby appoints William H. McGill Jr. and Michael H. McLamb, and
each of them, proxies and attorneys-in-fact, with full power to each of
substitution, on behalf and in the name of the undersigned, to represent the
undersigned at the 1999 Annual Meeting of Stockholders of MARINEMAX, INC., to be
held on Tuesday, March 2, 1999, at 9:00 a.m., local time, at the Tampa Airport
Marriott, Tampa International Airport, Grand Ballroom East, Tampa, Florida, and
at any adjournment or adjournments thereof, and to vote all shares of Common
Stock which the undersigned would be entitled to vote if then and there
personally present on the matters set forth on the reverse side of this Proxy
Card.
(Continued and to be signed on reverse side)
<PAGE> 21
(Continued from reverse side)
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE
1. ELECTION OF DIRECTORS:
/ / FOR the three nominees listed below, except as indicated
/ / WITHHOLD AUTHORITY to vote for the three nominees listed below
If you wish to withhold authority to vote for any individual nominee, strike a
line through that nominee's name in the list below:
Richard R. Bassett, Paul Graham Stovall, R. David Thomas
2. PROPOSAL TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING
SEPTEMBER 30, 1999.
/ / FOR / / AGAINST / / ABSTAIN
And upon such other matters that may properly come before the meeting or any
adjournment or adjournments thereof.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED,
FOR THE ELECTION OF DIRECTORS, FOR THE RATIFICATION OF THE APPOINTMENT OF ARTHUR
ANDERSEN LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY; AND AS SAID PROXIES
DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING.
A majority of such attorneys or
substitutes as shall be present and
shall act at said meeting or any
adjournment or adjournments thereof
(or if only one shall be present and
act, then that one) shall have and
may exercise all of the powers of
said attorneys-in-fact hereunder.
SIGN, DATE, AND RETURN THIS PROXY
CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
____________________________________
SIGNATURE(s)
____________________________________
(Signature if jointly held)
Date: _______________________, 1999
NOTE: This Proxy Card should be dated, signed by the stockholders exactly as
his or her name appears hereon, and returned promptly in the enclosed
envelope. Persons signing in a fiduciary capacity should so indicate.
If shares are held by joint tenants or as community property, both
stockholders should sign.)
