PREM14A

PREM14A 1 d130789dprem14a.htm PREM14A PREM14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

MarineMax, Inc.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☐	No fee required.

☐	Fee paid previously with preliminary materials.

☒	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

DATED AS OF SEPTEMBER 22, 2026

LOGO

MarineMax, Inc.

501 Brooker Creek Boulevard

Oldsmar, Florida 34677

(727) 531-1700

[ ], 2026

Dear Shareholder:

You are cordially invited to attend a special meeting of shareholders (the “Special Meeting”) of MarineMax, Inc., a Florida corporation (“MarineMax”), to be held virtually via live webcast on [ ], 2026, at [ ] [a.m./p.m.] Eastern Time (unless the Special Meeting is adjourned or postponed) at https://www.virtualshareholdermeeting.com/HZO2026SM.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt and approve the Agreement and Plan of Merger, dated as of August 9, 2026 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among SHM Holdco, LLC, a Delaware limited liability company (“Parent”), Intrepid Holdco, Inc., a Florida corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), and MarineMax, pursuant to which Merger Sub will merge with and into MarineMax (the “Merger”), with MarineMax continuing as the surviving corporation of the Merger and becoming an indirect wholly-owned subsidiary of Parent in accordance with the Florida Business Corporation Act, and to approve the Merger (the “Merger Proposal”). Parent and Merger Sub are affiliates of Safe Harbor Marinas, LLC, a portfolio company of Blackstone Infrastructure Partners L.P. You will also be asked to consider and vote on (i) a non-binding, advisory proposal to approve compensation that may be paid or become payable by MarineMax to its named executive officers in connection with the Merger (the “Advisory Compensation Proposal”) and (ii) a proposal to approve an adjournment of the Special Meeting, from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal or in the absence of a quorum (the “Adjournment Proposal” and, together with the Merger Proposal and the Advisory Compensation Proposal, the “Special Meeting Proposals”).

If the Merger is completed, you will be entitled to receive $53.00 in cash, without interest thereon and less any required tax withholdings, for each share of MarineMax common stock, par value $0.001 per share (“MarineMax Common Stock”), that you own as of immediately prior to the effective time of the Merger.

On August 9, 2026, the board of directors of MarineMax (the “Board”) reviewed and considered the terms and conditions of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger (the “Transactions”). After considering various factors, including those described in the accompanying proxy statement (the “Proxy Statement”), and after consultation with MarineMax’s independent legal and financial advisors, the Board unanimously (i) determined that it was in the best interests of MarineMax and its shareholders, and declared that it was advisable, that MarineMax enter into the Merger Agreement, (ii) authorized and approved the execution, delivery and performance by MarineMax of the Merger Agreement, the performance by MarineMax of its covenants and other obligations thereunder and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions set forth therein, (iii) adopted resolutions recommending that the shareholders of MarineMax entitled to cast votes on such a proposal adopt and approve the Merger Agreement and (iv) directed that the Merger Agreement and the Merger be submitted to the shareholders of MarineMax entitled to vote thereon for adoption and approval.

The Board recommends that you vote (i) “FOR” the Merger Proposal, (ii) “FOR” the Advisory Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

The Proxy Statement provides detailed information about the Merger Agreement, the Transactions, the Special Meeting and the Special Meeting Proposals. A copy of the Merger Agreement is attached as Annex A to the Proxy Statement. The Proxy Statement also describes the actions and determinations of the Board in connection with its evaluation of the Merger Agreement and the Transactions. You are encouraged to read the Proxy Statement and its annexes, including the Merger Agreement, carefully and in their entirety. You may also obtain more information about MarineMax from documents it files with the United States Securities and Exchange Commission (the “SEC”) from time to time.

Your vote is very important. Whether or not you plan to attend the Special Meeting and regardless of the number of shares of MarineMax Common Stock you own, your careful consideration of, and vote on, each of the Special Meeting Proposals is important, and MarineMax encourages you to vote promptly. MarineMax cannot consummate the Merger unless the Merger Agreement is adopted and approved by the affirmative vote of the holders of a majority of the votes entitled to be cast on the Merger Proposal by the holders of shares of MarineMax Common Stock.

If your shares of MarineMax Common Stock are registered directly in your name, you are considered the shareholder of record with respect to those shares. After reading the Proxy Statement, please vote at your earliest convenience by voting over the Internet using the Internet address on the proxy card or by voting by telephone using the toll-free number on the proxy card. If you do not have access to a touch-tone phone or the Internet, you may alternatively vote by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope. If you are a record holder and you send in your proxy and then decide to attend the Special Meeting to vote your shares, you may still do so. Only your last-dated proxy will be counted, and any proxy may be revoked at any time prior to its exercise at the Special Meeting.

If your shares are held in a stock brokerage account or by a bank or other nominee, then the broker, bank, trust or other nominee is considered to be the shareholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” “Street name” holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares. Because each of the Special Meeting Proposals is a “non-routine matter,” your broker, bank, trust or other nominee does not have discretionary authority to vote your shares on any of the Special Meeting Proposals. If your shares of MarineMax Common Stock are held in “street name,” your broker, bank, trust or other nominee has enclosed a voting instruction form with the Proxy Statement. Please authorize your broker, bank, trust or other nominee to vote your shares “FOR” each of the Special Meeting Proposals by following the instructions provided on the enclosed voting instruction form to provide your instructions over the Internet, by telephone or by signing, dating and returning the voting instruction form in the postage-paid envelope provided.

The failure to vote will have the same effect as a vote “AGAINST” the Merger Proposal, will not have any effect on the Advisory Compensation Proposal or the Adjournment Proposal and will cause such shareholder’s shares to not be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting. Abstentions will have the same effect as a vote “AGAINST” the Merger Proposal and the Adjournment Proposal (if a quorum is not present), will not have any effect on the Advisory Compensation Proposal or the Adjournment Proposal (if a quorum is present) and will cause such shareholder’s shares to be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting. Because each of the Special Meeting Proposals will be considered non-discretionary, there will not be any broker non-votes at the Special Meeting.

The Special Meeting will be held virtually, and record holders will be able to attend the Special Meeting and vote via the Internet at https://www.virtualshareholdermeeting.com/HZO2026SM by using the 16-digit control number on their proxy card. If your shares are held in “street name” by a broker, bank, trust or other nominee, you may attend the Special Meeting by following the instructions of your broker, bank, trust or other nominee. You will not be able to attend the Special Meeting physically in person.

If you have any questions about the Proxy Statement, the Special Meeting, the Merger Agreement or the Transactions or need assistance with voting procedures, please contact MarineMax’s proxy solicitor:

Georgeson Advisory

51 West 52nd Street, 6th Floor

New York, NY 10019

marinemax@georgeson.com

Shareholders, banks, and brokers may call toll free: (877) 739-6305

On behalf of the Board, I thank you for your support and appreciate your consideration of these matters.

Sincerely,

[Signature to be inserted]

W. Brett McGill

Chief Executive Officer and President

MarineMax, Inc.

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the Transactions described in this document or the Proxy Statement, including the Merger, or determined if the information contained in this document or the Proxy Statement is accurate or adequate. Any representation to the contrary is a criminal offense.

The Proxy Statement is dated [ ], 2026 and, together with the enclosed form of proxy card, is first being mailed to MarineMax shareholders on or about [ ], 2026.

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

DATED AS OF SEPTEMBER 22, 2026

LOGO

MarineMax, Inc.

501 Brooker Creek Boulevard

Oldsmar, Florida 34677

(727) 531-1700

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

YOUR VOTE IS VERY IMPORTANT.

PLEASE VOTE YOUR SHARES PROMPTLY.

You are cordially invited to attend a special meeting of shareholders (the “Special Meeting”) of MarineMax, Inc., a Florida corporation (“MarineMax”), to be held virtually via live webcast on [ ], 2026, at [ ] [a.m./p.m.], Eastern Time (unless the Special Meeting is adjourned or postponed) at https://www.virtualshareholdermeeting.com/HZO2026SM.

The Special Meeting will be held for the following purposes:

to consider and vote on a proposal to adopt and approve the Agreement and Plan of Merger, dated as of August 9, 2026, by and among SHM Holdco, LLC, a Delaware limited liability company (“Parent”), Intrepid Holdco, Inc., a Florida corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), and MarineMax (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), a copy of which is attached as Annex A to the proxy statement accompanying this notice (the “Proxy Statement”), and pursuant to which Merger Sub will merge with and into MarineMax (the “Merger”), with MarineMax continuing as the surviving corporation of the Merger as an indirect wholly-owned subsidiary of Parent in accordance with the Florida Business Corporation Act (the “FBCA”), and to approve the Merger (the “Merger Proposal”);

to consider and vote on a non-binding, advisory proposal to approve compensation that may be paid or become payable by MarineMax to its named executive officers in connection with the Merger (the “Advisory Compensation Proposal”); and

to consider and vote on a proposal to approve an adjournment of the Special Meeting, from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal or in the absence of a quorum (the “Adjournment Proposal” and, together with the Merger Proposal and the Advisory Compensation Proposal, the “Special Meeting Proposals”).

The affirmative vote of the holders of a majority of the votes entitled to be cast on the Merger Proposal by the holders of shares of MarineMax common stock, par value $0.001 per share (“MarineMax Common Stock”), is required to approve the Merger Proposal as contemplated by the Merger Agreement and the FBCA. The affirmative vote of the holders of a majority of the total number of votes cast by the holders of shares of MarineMax Common Stock is required to approve, by means of a non-binding, advisory vote, the Advisory Compensation Proposal. If a quorum is present at the Special Meeting, the affirmative vote of the holders of a majority of the total number of votes cast by the holders of shares of MarineMax Common Stock is required to approve the Adjournment Proposal. If a quorum is not present at the Special Meeting, approval of the Adjournment Proposal requires a majority of the voting power of the shares of MarineMax Common Stock present or represented by proxy. The failure to vote will have the same effect as a vote “AGAINST” the Merger Proposal, will not have any effect on the Advisory Compensation Proposal or the Adjournment Proposal and will

cause such shareholder’s shares to not be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting. Abstentions will have the same effect as a vote “AGAINST” the Merger Proposal and the Adjournment Proposal (if a quorum is not present), will not have any effect on the Advisory Compensation Proposal or the Adjournment Proposal (if a quorum is present) and will cause such shareholder’s shares to be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting. Because each of the Special Meeting Proposals will be considered non-discretionary, there will not be any broker non-votes at the Special Meeting.

Only shareholders of MarineMax of record as of 5:00 p.m. Eastern Time on [ ], 2026 are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. A list of shareholders entitled to vote at the Special Meeting will be available at MarineMax’s principal executive offices located at 501 Brooker Creek Boulevard, Oldsmar, Florida 34677, during ordinary business hours for a period of no less than ten days before the Special Meeting. Shareholders may also access the list during the Special Meeting through the Special Meeting website link set forth above.

Under Section 607.1302 of the FBCA, appraisal rights will not be available to MarineMax’s shareholders in connection with the Merger because shares of MarineMax Common Stock are listed on the New York Stock Exchange, a national securities exchange.

MarineMax’s board of directors (the “Board”) recommends that you vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal. In considering the recommendation of the Board, MarineMax shareholders should be aware that MarineMax’s executive officers and members of the Board have agreements and arrangements in place that provide them with interests in the Merger that are different from, or in addition to, those of the holders of shares of MarineMax Common Stock generally. See the section entitled “The Merger—Interests of the Directors and Executive Officers of MarineMax in the Merger” of the Proxy Statement.

Your vote is important. If you are a record holder, whether or not you expect to attend the Special Meeting, you are urged to complete, sign, date and return the enclosed proxy card, or to submit your vote by Internet or telephone, at your earliest convenience. If you hold your shares in “street name,” you should instruct your broker, bank, trust or other nominee how to vote your shares in accordance with the enclosed voting instruction form. Your broker, bank, trust or other nominee cannot vote on any of the Special Meeting Proposals, including the Merger Proposal, without your instructions. Instructions for voting your shares are included on the enclosed proxy card or voting instruction form. If you are a record holder and you send in your proxy and then decide to attend the Special Meeting to vote your shares, you m