UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
MarineMax, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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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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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials: |
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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. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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***IMPORTANT UPDATE REGARDING PROPOSAL TO INCREASE AUTHORIZED SHARES
OF CAPITAL STOCK***
***PLEASE READ***
February 9, 2010
Dear MarineMax Stockholder:
If you are receiving this letter, you were a holder of MarineMax, Inc. common stock as of the
December 28, 2009 record date and are entitled to vote at our Annual Meeting of Stockholders
scheduled for February 17, 2010. A proxy statement was mailed to you approximately four weeks ago.
Proposal Two of this proxy statement requested stockholder approval to amend our Certificate of
Incorporation to increase the number of authorized shares of common stock from 24,000,000 to
40,000,000 and authorized shares of preferred stock from 1,000,000 to 5,000,000. Our Board of
Directors unanimously had approved this proposal because of the belief that it was in our companys
best interests to increase the number of authorized shares of common stock in order to have
additional authorized but unissued shares available for issuance to meet business needs as they
arise.
Subsequent to the mailing of the proxy statement, we have received feedback from a number of our
major stockholders indicating they would be more comfortable with supporting this proposal if it
related only to an increase in the number of authorized shares of common stock. Therefore, in
order for our company to retain the flexibility to meet its business needs, our Board of Directors
has determined that, in the event that Proposal Two is approved by our stockholders, it will use
its authority to amend our Certificate of Incorporation only to give effect to the approved
increase in authorized shares of common stock from 24,000,000 to 40,000,000; our authorized shares
of preferred stock will remain unchanged at 1,000,000.
YOUR VOTE IS VERY IMPORTANT. If you have voted for or against Proposal Two, you may still change
your vote in light of the determination to increase only our companys authorized common stock if
approved by our stockholders. Only your latest dated proxy counts. If you have not yet voted or
wish to change your previously submitted vote due to this update, we urge you to sign, date, and
promptly mail the enclosed proxy card or submit your proxy via telephone or via the internet using
the instructions on the enclosed proxy card. Our Board of Directors recommends a vote for this
proposed amendment to our Companys Certificate of Incorporation. You should note that if you have
already voted in favor of Proposal Two and do not wish to change your vote, your approval will only
be used to increase the authorized common stock.
In light of the timing of this letter relative to our Annual Meeting of Stockholders, our Board of
Directors retains its right to adjourn the Annual Meeting to a later date to allow additional time
to receive stockholder votes.
On behalf of the Board of Directors,
William H. McGill Jr.
Chairman of the Board, President, and Chief Executive Officer
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Non-voting items
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Yes
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No
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Change of Address/Comments |
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Please print new address or comments in the box below. |
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Please indicate if you plan to attend this meeting.
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This Proxy is Solicited on Behalf of the Board of Directors
MARINEMAX, INC.
2010 ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of MARINEMAX, INC., a Delaware corporation, hereby acknowledges
receipt of the notice of annual meeting of stockholders and proxy statement, each dated January 11,
2010 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 2010 Annual Meeting of Stockholders of MARINEMAX,
INC., to be held on Wednesday, February 17, 2010, at 8:00 a.m., local time, at 2375 East Camelback
Road, 7th Floor, Phoenix, Arizona 85016, 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.
FOR EACH OF THE MATTERS SET FORTH ON THE REVERSE SIDE, THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE MATTER SUBMITTED. PLEASE SIGN, DATE, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
Authorized
Signatures - This section must be completed for your instructions to be executed.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,
administrator, or other fiduciary, please give full title as such. Joint owners should each sign
personally. All holders must sign. If a corporation or partnership, please sign in full corporate
or partnership name by authorized officer.
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/ / |
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Signature 1 - (Please sign on line)
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Signature 2 - (Joint Owners)
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Date - (Please print date) |
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