MarineMax Sets Nov. 11 Vote on $53-Per-Share Safe Harbor Marinas Buyout

What happened

MarineMax, Inc. filed a definitive merger proxy statement (Form DEFM14A) with the SEC on October 2, 2026, according to the filing. The filing sets a special meeting of shareholders for November 11, 2026, at 10:00 a.m. Eastern Time, to be held virtually at https://www.virtualshareholdermeeting.com/HZO2026SM.

Shareholders of record as of 5:00 p.m. Eastern Time on September 23, 2026 are entitled to vote. The proxy is dated October 2, 2026 and is first being mailed to shareholders on or about that date.

The filing states that MarineMax is a Florida corporation headquartered at 501 Brooker Creek Boulevard, Oldsmar, Florida. It does not describe the company's business beyond identifying it as the registrant; the proxy concerns only the merger vote.

The deal on the table

Under the Agreement and Plan of Merger dated August 9, 2026, a subsidiary named Intrepid Holdco, Inc. will merge into MarineMax, with MarineMax surviving as an indirect wholly-owned subsidiary of SHM Holdco, LLC, according to the filing. Parent and Merger Sub are described as affiliates of Safe Harbor Marinas, LLC, a portfolio company of Blackstone Infrastructure Partners L.P.

If the merger closes, holders of MarineMax common stock will receive $53.00 in cash per share, without interest and less any required tax withholding. The proxy states that MarineMax stock trades on the New York Stock Exchange.

The filing says the MarineMax board of directors unanimously determined the merger was in the best interests of the company and its shareholders, approved the merger agreement, and recommends shareholders vote "FOR" the merger proposal.

What shareholders are being asked to vote on

The special meeting ballot has three items, per the filing. The first is the merger proposal itself: adopting and approving the merger agreement. The second is a non-binding, advisory proposal to approve compensation that may be paid or become payable to MarineMax's named executive officers in connection with the merger. The third is a proposal to adjourn the special meeting if needed, including to solicit additional proxies.

The merger proposal requires the affirmative vote of holders of a majority of the votes entitled to be cast by holders of MarineMax common stock. The advisory compensation proposal and the adjournment proposal (if a quorum is present) require a majority of the total votes cast.

The filing states that a failure to vote will have the same effect as a vote "AGAINST" the merger proposal, will not affect the advisory compensation proposal or the adjournment proposal, and will mean the shares are not counted for quorum. Abstentions have the same effect as a vote "AGAINST" the merger proposal.

Because each proposal is a non-routine matter, brokers, banks and other nominees cannot vote street-name shares without instructions from the beneficial owner, and the filing states there will be no broker non-votes at the meeting. Shares held through a broker must be voted by instructing that broker.

The filing states that appraisal rights will not be available to MarineMax shareholders in connection with the merger because the stock is listed on the New York Stock Exchange.

What this means

A DEFM14A is a definitive proxy statement filed under Section 14(a) of the Securities Exchange Act of 1934 when a company asks shareholders to vote on something. "Definitive" means it is the final version: a preliminary proxy is filed first, and the definitive one is what is actually mailed to shareholders and used at the meeting. A merger needs a shareholder vote because a merger agreement transfers ownership of the company, and state corporate law requires the owners to approve it — here, the Florida Business Corporation Act.

The filing sets out the mechanics of a cash merger. Instead of receiving shares in the acquiring company, MarineMax shareholders who approve the deal receive $53.00 in cash for each share once the merger closes. The company would then become an indirect wholly-owned subsidiary of SHM Holdco, meaning its stock would no longer trade publicly.

The proxy also explains a few voting terms that appear in every merger vote. A quorum is the minimum number of shares that must be represented for the meeting to conduct business. Street name means shares held at a brokerage rather than registered in the owner's name; the broker is the record holder, so the beneficial owner receives a voting instruction form instead of a proxy card. A broker non-vote occurs when a broker returns a proxy but lacks authority to vote on non-routine matters — the filing says that will not happen here because each proposal is non-routine.

The advisory compensation proposal is a say-on-golden-parachute vote. It does not bind the company; it is a non-binding check on payments that MarineMax executives may receive if the merger closes. The filing directs readers to the section titled "The Merger—Interests of the Directors and Executive Officers of MarineMax in the Merger," which describes arrangements that give executives and directors interests different from those of shareholders generally.

What happens next is set by the filing itself: shareholders of record on September 23, 2026 vote at the virtual meeting on November 11, 2026, and the merger cannot be completed unless the merger proposal receives the required majority. The proxy does not state a closing date and does not say what happens if the vote fails.