Filing Overview
OneWater Marine Inc. filed a Form 8-K dated February 23, 2022, reporting actions taken at its 2022 Annual Meeting of Stockholders and related amendments to its governing documents. The filing does not report operating or financial results for a reporting period.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other operating performance metrics.
Material Changes
- Charter amendments approved and effective: Stockholders approved elimination of supermajority voting requirements and declassification of the Board. The amendments became effective upon filing the Second Amended and Restated Certificate of Incorporation with Delaware on February 23, 2022.
- Board elections: Following declassification, directors will be elected annually for one-year terms beginning with the 2023 annual meeting. Christopher W. Bodine, Jeffrey B. Lamkin, and Bari A. Harlam were elected to serve until the 2023 annual meeting, subject to earlier resignation, removal, or death.
- Bylaws amended: The Board adopted Second Amended and Restated Bylaws. Directors are to be elected by a majority of shares present and entitled to vote, and stockholder approval of bylaw amendments requires at least a majority of the outstanding voting power.
- Executive compensation vote: Stockholders approved the advisory vote on named executive officer compensation.
- Say-on-frequency: Stockholders selected an annual frequency for future advisory votes on executive compensation. The Company intends to hold that advisory vote every year until the next required frequency vote.
- Auditor ratification: Grant Thornton LLP was ratified as the independent registered public accounting firm for the fiscal year ending September 30, 2022.
Voting Results
| Proposal | For | Against | Abstain | Broker non-votes |
|---|---|---|---|---|
| Christopher W. Bodine election | 7,876,522 | 3,574,757 withheld | Not separately reported | 2,572,540 |
| Jeffrey B. Lamkin election | 11,416,092 | 35,187 withheld | Not separately reported | 2,572,540 |
| Bari A. Harlam election | 11,383,660 | 67,619 withheld | Not separately reported | 2,572,540 |
| Eliminate supermajority requirements | 11,433,526 | 16,763 | 990 | 2,572,540 |
| Declassify the Board | 11,433,234 | 16,954 | 1,091 | 2,572,540 |
| Approve executive compensation | 11,374,731 | 63,773 | 12,775 | 2,572,540 |
| Annual compensation vote frequency | 11,312,863 | 21,728 for every two years; 113,277 for every three years | 3,411 | 2,572,540 |
| Ratify Grant Thornton LLP | 14,020,799 | 2,354 | 666 | 0 |
Outlook, Risks, and Unusual Items
The filing provides no management outlook, financial guidance, contingencies, or operating risk updates. The principal governance changes may reduce the voting threshold for certain corporate actions and increase annual accountability for directors by eliminating classified Board terms.
Investor Verification Items
- Review Exhibits 3.1 and 3.2 for the complete text of the amended certificate of incorporation and bylaws.
- Confirm the effective date and implementation of annual director elections beginning with the 2023 annual meeting.
- Assess the potential effect of eliminating supermajority voting requirements on future stockholder approvals and corporate actions.
- Verify the Company’s annual say-on-pay voting practice in subsequent proxy materials.
- Use subsequent filings to obtain financial results, liquidity, debt, guidance, and operating performance, which are not included in this 8-K.