SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
OneWater Marine Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-39213
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83-4330138
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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6275 Lanier Islands Parkway
Buford, Georgia
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30518
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (678) 541-6300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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ONEW
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The Nasdaq Global Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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As described under Item 5.07 below, OneWater Marine Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on February 23, 2021. At the Annual Meeting, the Company’s
stockholders approved the OneWater Marine Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), which was approved and adopted by the Company’s Board of
Directors (the “Board”) as of January 13, 2021 (the “Adoption Date”), subject to stockholder approval at the Annual
Meeting. The effective date of the ESPP is February 23, 2021, and, unless earlier terminated, the ESPP will expire on the twentieth anniversary of the Adoption Date. The ESPP will be administered by the Board or by one or more committees to which the Board delegates such administration.
The ESPP enables eligible employees to purchase shares of the Company’s Class A common stock, par
value $0.01 per share (“Class A common stock”) at a discount through participation in discrete offering periods. The ESPP is intended to qualify as an employee
stock purchase plan under section 423 of the Internal Revenue Code of 1986, as amended. Up to a maximum of 299,505 shares of the Company’s Class A common stock may be
issued under the ESPP, subject to certain adjustments as set forth in the ESPP. On the first day of each fiscal year during the term of the ESPP,
beginning on October 1, and ending on (and including) September 30, the number of shares of Class A common stock that may be issued under the ESPP will increase by a
number of shares equal to the least of (i) 1% of the outstanding shares on the Adoption Date, or (ii) such lesser number of shares (including zero) that the administrator determines for purposes of the
annual increase for that fiscal year. The number of shares of Class A common stock that may be granted to any single participant in any single option period will be subject to certain limitations set forth
in the plan.
A description of the material terms and conditions of the ESPP is provided on pages 10-13 of the Company’s proxy statement filed with the
U.S. Securities and Exchange Commission on January 13, 2021, which description and text are incorporated herein by reference. The foregoing description of the ESPP does not purport to be complete and is
qualified in its entirety by the full text of the ESPP, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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As described in Item 5.02 above, the Company held its Annual Meeting on February 23, 2021. As of January 4, 2021, the record date
for the Annual Meeting, 10,867,291 shares of Class A common stock and 4,108,007 shares of the Company’s Class B common stock, par value $0.01 per share (together with Class A common stock, the “common stock”) were outstanding and entitled to vote at the Annual Meeting. Each share of common stock was entitled to one vote on all matters voted upon at the Annual Meeting. A summary of the matters voted upon by
the stockholders and the final voting results for each such matter are set forth below.
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1.
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NOMINEE
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FOR
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WITHHOLD
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BROKER NON-VOTES
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P. Austin Singleton
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8,046,049
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3,654,788
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1,592,067
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Mitchell W. Legler
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8,180,214
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3,520,623
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1,592,067
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John F. Schraudenbach
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8,256,807
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3,444,030
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1,592,067
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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6,603,172
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5,097,610
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55
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1,592,067
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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12,875,849
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411,358
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5,697
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0
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| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
Number
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Description
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ONEWATER MARINE INC.
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By:
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/s/ Jack Ezzell
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Name: Jack Ezzell
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Title: Chief Financial Officer
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Dated: February 24, 2021
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