Malibu Boats Holders Back Officer Liability Shield, With 822,876 Votes Against
Stockholders also approved a director-removal amendment, ratified KPMG and backed executive pay in a non-binding vote.
Malibu Boats, which designs and sells recreational powerboats, saw stockholders approve two changes to its charter at the annual meeting on Tuesday: one on removing directors and one shielding certain officers from liability. Both took effect Wednesday, when the company filed them with Delaware.
Two charter amendments pass
The officer measure extends liability protection to certain officers to the fullest extent Delaware law permits. On a share basis it drew 15,040,643 votes for and 822,876 against, with 64,051 abstentions.
The director-removal amendment drew far less opposition: 15,854,679 for and 19,338 against, with 53,553 abstentions. On a voting power basis, the tallies were 15,900,377 for the removal measure and 15,086,341 for the officer measure, with the same against votes.
Class A and Class B common stock voted together as a single class. For these two proposals, votes were counted two ways: one vote per share, and a voting power count in which each Class B share carried votes equal to the LLC Units its holder owns. Broker non-votes were 806,635 on each.
Directors, auditor and pay
Ivar S. Chhina and Mark W. Lanigan were elected Class I directors, serving until the 2029 annual meeting. Chhina received 13,959,056 votes for and 2,014,212 withheld; Lanigan received 12,813,677 for and 3,159,591 withheld.
Holders ratified KPMG as auditor for the fiscal year ending June 30, 2027, with 16,353,803 votes for and 425,877 against. Executive pay won a non-binding approval, with 15,031,975 for and 885,778 against.
The boatmaker behind the vote
Malibu makes performance sport boats, sterndrive and outboard boats and premium adventure dayboats under nine brands, including Malibu, Cobalt, Pursuit and Saxdor. It sells through independent dealers, with over 345 locations in 68 countries as of June 30, 2026.
On Wednesday the company also filed a Restated Certificate of Incorporation, which consolidates the charter without further changes.
The amendments are described in the proxy statement the company filed on September 21, 2026, as Proposals 4 and 5.
Sources
- 8-K Filing — MALIBU BOATS, INC. (MBUU) — SEC EDGAR
