<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:
[ ] 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
MARINEMAX, INC.
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(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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 2
MARINEMAX, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MARCH 1, 2000
The Annual Meeting of Stockholders of MarineMax, Inc., a Delaware
corporation (the "Company"), will be held at 9:00 a.m., on Wednesday, March 1,
2000 at the Tampa Airport Marriott, Tampa International Airport, Tampa, Florida,
for the following purposes:
1. To elect three directors, each to serve for a three-year term
expiring in 2003.
2. To ratify the appointment of Arthur Andersen LLP as the
independent certified public accountants of the Company for
the fiscal year ending September 30, 2000.
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 26,
2000 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 31, 2000
<PAGE> 3
MARINEMAX, INC.
18167 U.S. 19 NORTH, SUITE 499
CLEARWATER, FLORIDA 33764
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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 Wednesday, March 1, 2000 (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 31, 2000 to all stockholders entitled to vote at the Meeting.
VOTING SECURITIES AND VOTING RIGHTS
Stockholders of record at the close of business on January 26, 2000
(the "Record Date") are entitled to notice of and to vote at the Meeting. On the
Record Date, there were issued and outstanding 15,180,211 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, 2000.
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 certified public accountants of the
Company for the fiscal year ending September 30, 2000.
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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.
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 1999 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, 1999, 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. McGill, Kant, and Turley for re-election as Class II directors
for three-year terms expiring in 2003 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.
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The following table sets forth certain information regarding the
Company's directors.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
William H. McGill Jr................. 56 Chairman of the Board, President, Chief Executive Officer, and
Director (1)(2)
Richard R. Bassett................... 46 Executive Vice President and Director (1)(2)
Paul Graham Stovall.................. 61 Senior Vice President and Director (1)(2)
Robert S. Kant....................... 55 Director (1)(2)(3)(5)
R. David Thomas...................... 67 Director (1)(3)(4)(5)
Stewart Turley....................... 65 Director (1)(3)(4)(5)
Dean S. Woodman...................... 71 Director (1)(3)(4)(5)
</TABLE>
- --------------------
(1) Member of the 1998 Incentive Stock Plan Committee
(2) Member of the Employee Stock Purchase Plan Committee
(3) Member of the Compensation Committee
(4) Member of the Audit Committee
(5) Member of Nominating 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.
Robert S. Kant has served as a director of the Company since August 10,
1998. Mr. Kant has been a principal shareholder of the law firm of Greenberg
Traurig since September 1, 1999. Mr. Kant was a senior member of the law firm of
O'Connor, Cavanagh, Anderson, Killingsworth & Beshears, a professional
association, for more than 20 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 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.
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Dean S. Woodman has been a director of the Company since September 22,
1999. Since July 1999, Mr. Woodman has been the Managing Director of Woodman
Capital Group, LLC, an investment banking firm specializing in financial
assignments, private equity and debt placements for emerging companies, and
mergers and acquisition consulting. Mr. Woodman was a Managing Director of ING
Barings LLC (and its predecessor Furman Selz), an international investment
banking firm, from July 1989 to June 1999 and a Managing Director in the
investment banking group of Hambrecht & Quist from October 1984 to March 1988.
Mr. Woodman was a founding partner of Robertson Colman Stephens & Woodman in
1978 and of Woodman Kirkpatrick & Gilbreath in 1982. Previously, Mr. Woodman
worked in the investment banking division of Merrill Lynch for 23 years where he
spent 16 years as director of West Coast corporate financing until 1978.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors has an Audit Committee, a Compensation
Committee, and a Nominating 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 certified 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 certified 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 Nominating Committee
considers the addition of members of the Board of Directors. 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, 1999.
The Board of Directors of the Company held a total of six meetings
during the fiscal year ended September 30, 1999. 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 cash or 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, Turley, and
Woodman 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, Turley, and Woodman will each
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."
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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, 1999 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
------------
AWARDS
------------
ANNUAL COMPENSATION SECURITIES ALL OTHER
NAME AND ------------------- UNDERLYING COMPENSATION
PRINCIPAL POSITION AT YEAR-END YEAR SALARY BONUS OPTIONS (2) (3)
- ------------------------------ ---- ------ ----- ------------ ---
<S> <C> <C> <C> <C> <C>
William H. McGill Jr......... 1999 $150,000 $823,480
Chairman, President, and 1998(1) $ 87,000 $361,740 120,000 --
Chief Executive Officer
Richard R. Bassett........... 1999 $150,000 $628,585
Executive Vice President 1998(1) $ 87,000 $195,416 64,167 $6,161
Michael H. McLamb............ 1999 $150,000 $250,000
Vice President, Chief Financial 1998(1) $103,125 $100,000 133,600 $4,192
Officer Secretary, and Treasurer
David Prestasky(4)........... 1999 $150,000 $189,811 15,445 $4,819
Senior Vice President -
Operations
David L. Cochran(4).......... 1999 $150,000 $ 92,866 -- $2,703
Senior Vice President
</TABLE>
- ---------------------
(1) Includes compensation in 1998 for Messrs. McGill, and Bassett from
March 1, 1998 and Mr. McLamb from January 21, 1998.
(2) The exercise price of all options granted were equal to or greater than
the fair market value of the Company's Common Stock on the date of
grant.
(3) Amounts represent the Company's matching portion of 401(k) or profit
sharing plan contributions.
(4) Messrs. Pretasky and Cochran were named Executive Officers effective
October 1, 1998.
OPTION GRANTS
During the fiscal year ended September 30, 1999, there were no stock
options granted to the Company's Named Executive Officers.
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OPTION EXERCISES AND HOLDINGS
The following table provides information on options exercised in the
last fiscal year by the Company's Named Executive Officers, the number of shares
of Common Stock underlying unexercised options at September 30, 1999 by each
such officer, and the value of each such officer's unexercised options at
September 30, 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
OPTION VALUE AS OF SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END ($)(1)
EXERCISE REALIZED --------------------------- ---------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ---------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William H. McGill Jr..... --- --- 8,000 112,000 --- ---
Richard R. Bassett....... --- --- 8,000 56,167 --- ---
Michael H. McLamb........ --- --- 49,600 84,000 --- ---
David H. Pretasky........ --- --- 0 15,445 --- ---
David L. Cochran......... --- --- --- --- --- ---
</TABLE>
- ---------------------
(1) Calculated based on $10.00, which was the closing sales price of the
Common Stock as quoted on the New York Stock Exchange on September 30,
1999, multiplied by the number of applicable shares in-the-money less
the total exercise price.
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 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
1,579,944 shares of Common Stock were outstanding. Of these options,
approximately 78,106 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
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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.
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
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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.
EMPLOYEE AGREEMENTS
The Company has 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. 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 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
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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
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., a principal stockholder of the Company, 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 acquisition of Stovall Marine by the Company.
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.
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 RELATIONS
Robert S. Kant, a director of the Company since August 10, 1998, is a
principal shareholder of the law firm of Greenberg Traurig. 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
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<PAGE> 12
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 an 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
1999.
BASE SALARY
Each executive officer of the Company received base compensation in
accordance with that officer's employment agreement.
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 in accordance with a
pay-for-performance philosophy. The Board of Directors approved an incentive
compensation program for 1999. The program provided for a quarterly bonus based
on 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 officers of the Company other
than Mr. McGill to receive quarterly bonuses based on the quarterly pre-tax
profits for their respective regional territories, subject to the Company
achieving its quarterly budgeted earnings. Additionally, the program provided
for officers other than Mr. McGill 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. Compensation decisions also include subjective determinations and a
consideration of various factors with the weight given to a particular factor
varying from time to time and in various individual cases.
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 1999, the Board of Directors did not
grant options to acquire shares of common stock to executive officers.
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 1999
incentive compensation program.
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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).
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, 1999, 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 principal shareholder of Greenberg Traurig, 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,
1999, 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.
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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").
Cumulative Total Return
----------------------------------
6/3/1998 9/98 9/99
MARINEMAX, INC. 100.00 74.00 80.00
RUSSELL 2000 100.00 81.66 86.42
NASDAQ RETAIL TR 100.00 76.73 93.44
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, 1999, the end of the first quarter of the fiscal year ending
September 30, 2000.
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.
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<PAGE> 15
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.................................................... 1,613,457(3) 10.62%
Richard R. Bassett...................................................... 3,165,486(4) 20.83%
Paul Graham Stovall..................................................... 137,478 0.91%
David L. Cochran........................................................ 731,385(5) 4.82%
David H. Pretasky....................................................... 127,478(6) 0.84%
Michael H. McLamb....................................................... 50,840(7) 0.33%
Robert S. Kant.......................................................... 20,749(8) 0.14%
R. David Thomas......................................................... 109,083(9) 0.72%
Stewart Turley.......................................................... 26,083(10) 0.17%
Dean S. Woodman 1,667(11) 0.01%
All directors and executive officers as a group (10 persons)............ 5,983,706 39.18%
Brunswick Corporation................................................... 1,861,200 12.25%
Louis R. DelHomme Jr.................................................... 1,055,428(12) 6.95%
</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; and Mr. DelHomme
maintains his address at 2206 Twin Oaks, Kemah, 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 26, 2000. 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 112,000 shares
issuable upon the exercise of stock options that may not be exercised
within 60 days of January 26, 2000.
(4) Does not include 56,167 shares issuable upon the exercise of stock
options that may not be exercised within 60 days of January 26, 2000.
(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 15,445 shares issuable upon the exercise of stock
options that may not be exercised within 60 days of January 26, 2000.
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<PAGE> 16
(7) Includes 49,600 shares issuable upon the exercise of stock options that
may be exercised within 60 days of January 26, 2000, but does not
include 84,000 shares subject to options that may not be exercised by
that date.
(8) Includes 3,333 shares issuable upon the exercise of stock options that
may be exercised within 60 days of January 26, 2000, but does not
include 4,167 shares subject to options that may not be exercised by
that date.
(9) Includes 6,667 shares issuable upon the exercise of stock options that
may be exercised within 60 days of January 26, 2000, but does not
include 5,833 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.
(10) Includes 6,667 shares issuable upon the exercise of stock options that
may be exercised within 60 days of January 26, 2000, but does not
include 5,833 shares subject to options that may not be exercised by
that date.
(11) Includes 1,667 shares issuable upon the exercise of stock options that
may be exercised within 60 days of January 26, 2000, but does not
include 3,333 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.
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<PAGE> 17
RATIFICATION OF APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has appointed Arthur Andersen LLP, independent
certified public accountants, to audit the consolidated financial statements of
the Company for the fiscal year ending September 30, 2000, 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, 2000 must be received by the Company no later than September 24,
2000, 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 31, 2000
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<PAGE> 18
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
MARINEMAX, INC.
2000 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 31, 2000,
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
2000 Annual Meeting of Stockholders of MARINEMAX, INC., to be held on Wednesday,
March 1, 2000, at 9:00 a.m., local time, at the Tampa Airport Marriott, Tampa
International Airport, 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)
(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:
William H. McGill, Jr., Robert S. Kant, Stewart Turley
2. PROPOSAL TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING SEPTEMBER
30, 2000.
[ ] 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: , 2000
-----------------------
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.)
16
