MarineMax, Inc. filed an 8-K on November 12, 2026, reporting the results of a special shareholder meeting held November 11, 2026, at which shareholders voted to approve the company's proposed merger with an affiliate of Safe Harbor Marinas, LLC.

Key Highlights

  • Merger approved: 16,266,303 votes were cast in favor of the Merger Proposal, with 18,751 against and 33,317 abstaining.
  • Quorum met: Holders of 73.88% of shares outstanding and entitled to vote were present or represented by proxy at the Special Meeting.
  • Record date shares: As of September 23, 2026, there were 22,086,735 shares of MarineMax common stock issued and outstanding and entitled to vote.
  • Merger structure: Merger Sub will merge with and into MarineMax, with MarineMax continuing as the surviving corporation and becoming an indirect wholly-owned subsidiary of SHM Holdco, LLC.
  • Advisory compensation approved: The non-binding advisory proposal on executive compensation related to the merger received 13,033,039 votes for, 2,990,051 against, and 295,281 abstaining.
  • Adjournment not needed: The adjournment proposal was not submitted to shareholders because a quorum was present and sufficient votes existed to approve the Merger Proposal.

MarineMax Special Meeting Results: Merger with Blackstone-Affiliated Entity Approved

According to the filing, MarineMax, Inc. (NYSE:HZO) held a special meeting of shareholders on November 11, 2026, to vote on proposals stemming from an Agreement and Plan of Merger dated August 9, 2026. The merger agreement is among the company, SHM Holdco, LLC ("Parent"), and Intrepid Holdco, Inc. ("Merger Sub"), an indirect wholly-owned subsidiary of Parent. The filing states that Parent and Merger Sub are affiliates of Safe Harbor Marinas, LLC, a portfolio company of Blackstone Infrastructure Partners L.P.

The company disclosed that the Merger Proposal passed with 16,266,303 votes in favor, representing the substantial majority of votes cast. The record date for the Special Meeting was September 23, 2026, at which time 22,086,735 shares were issued and outstanding and entitled to vote. The filing notes that 73.88% of those shares were present or represented by proxy at the Special Meeting, constituting a quorum. Under the terms described in the filing, Merger Sub will merge with and into MarineMax, with MarineMax surviving as an indirect wholly-owned subsidiary of Parent, in accordance with the Florida Business Corporation Act.

The company also reported approval of a non-binding, advisory proposal on compensation that may be paid to named executive officers in connection with the merger, with 13,033,039 votes in favor. The filing notes that a third proposal regarding adjournment of the Special Meeting was not brought to a vote because conditions requiring it, specifically an insufficient quorum or insufficient votes to approve the Merger Proposal, were not present. The company's definitive proxy statement related to these proposals was filed with the SEC on October 2, 2026, according to the filing. The filing contains forward-looking statements that the company identifies as subject to risks and uncertainties, including the risk that the transaction may not be completed.

What Was Disclosed

MarineMax reported the shareholder vote results from its November 11, 2026, special meeting, confirming approval of the merger with an affiliate of Safe Harbor Marinas, LLC, along with the non-binding advisory compensation proposal. Final vote tallies for each proposal were provided.