|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/19/21 Marinemax Inc. 10-K 9/30/21 111:17M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.42M
2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 40K
3: EX-10.7A Material Contract HTML 96K
4: EX-10.7C Material Contract HTML 502K
5: EX-21 Subsidiaries List HTML 46K
6: EX-23.1 Consent of Expert or Counsel HTML 31K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 34K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 32K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 32K
17: R1 Document and Entity Information HTML 94K
18: R2 Consolidated Balance Sheets HTML 141K
19: R3 Consolidated Balance Sheets (Parenthetical) HTML 50K
20: R4 Consolidated Statements of Operations HTML 99K
21: R5 Consolidated Statements of Comprehensive Income HTML 58K
22: R6 Consolidated Statements of Stockholders' Equity HTML 100K
23: R7 Consolidated Statements of Cash Flows HTML 142K
24: R8 Company Background and Basis of Presentation HTML 42K
25: R9 Significant Accounting Policies HTML 221K
26: R10 New Accounting Pronouncements HTML 47K
27: R11 Fair Value Measurements HTML 144K
28: R12 Accounts Receivable HTML 52K
29: R13 Inventories HTML 54K
30: R14 Property and Equipment HTML 66K
31: R15 Leases HTML 80K
32: R16 Goodwill Intangible Assets and Other Long Term HTML 132K
Assets
33: R17 Accrued Expenses HTML 55K
34: R18 Short-Term Borrowings and Long-Term Debt HTML 81K
35: R19 Income Taxes HTML 214K
36: R20 Shareholders' Equity HTML 37K
37: R21 Stock-Based Compensation HTML 34K
38: R22 The Incentive Stock Plans HTML 118K
39: R23 Employee Stock Purchase Plan HTML 54K
40: R24 Restricted Stock Awards HTML 59K
41: R25 Net Income Per Share HTML 54K
42: R26 Commitments and Contingencies HTML 35K
43: R27 Employee 401(k) Profit Sharing Plans HTML 37K
44: R28 Segment Information HTML 142K
45: R29 Significant Accounting Policies (Policies) HTML 266K
46: R30 Significant Accounting Policies (Tables) HTML 203K
47: R31 Fair Value Measurements (Tables) HTML 142K
48: R32 Accounts Receivable (Tables) HTML 51K
49: R33 Inventories (Tables) HTML 55K
50: R34 Property and Equipment (Tables) HTML 64K
51: R35 Leases (Tables) HTML 77K
52: R36 Goodwill Intangible Assets and Other Long Term HTML 127K
Assets (Tables)
53: R37 Accrued Expenses (Table) HTML 54K
54: R38 Short-Term Borrowings and Long-Term Debt (Tables) HTML 71K
55: R39 Income Taxes (Tables) HTML 214K
56: R40 The Incentive Stock Plans (Tables) HTML 114K
57: R41 Employee Stock Purchase Plan (Tables) HTML 52K
58: R42 Restricted Stock Awards (Tables) HTML 57K
59: R43 Net Income Per Share (Tables) HTML 53K
60: R44 Segment Information (Tables) HTML 136K
61: R45 Company Background and Basis of Presentation - HTML 53K
Additional Information (Detail)
62: R46 Significant Accounting Policies - Additional HTML 65K
Information (Detail)
63: R47 Significant Accounting Policies - Estimated Life HTML 46K
of Property and Equipment (Detail)
64: R48 Significant Accounting Policies - Summary of HTML 42K
Percentage on Timing of Revenue Recognition by
Reportable Segment (Details)
65: R49 Significant Accounting Policies - Summary of HTML 63K
Revenue Disaggregated Into Categories Depict the
Nature, Amount, Timing, and Uncertainty of Revenue
and Cash Flows Affected by Economic Factor
(Detail)
66: R50 New Accounting Pronouncements - Additional HTML 44K
Information (Detail)
67: R51 Fair Value Measurements - Summary of Financial HTML 40K
Assets and Liabilities Measured at Fair Value
(Details)
68: R52 Fair Value Measurements - Additional Information HTML 54K
(Details)
69: R53 Fair Value Measurements - Summary of Changes in HTML 43K
Fair Value of Contingent Consideration Liabilities
Which Reflect Level 3 Inputs (Details)
70: R54 Fair Value Measurements - Summary of Carrying HTML 45K
Value and Fair Value of Mortgage Facilities
(Details)
71: R55 Accounts Receivable - Additional Information HTML 32K
(Detail)
72: R56 Accounts Receivable - Accounts Receivable, Net HTML 38K
(Detail)
73: R57 Inventories - Summary of Inventories (Detail) HTML 41K
74: R58 Property and Equipment - Schedule of Property and HTML 50K
Equipment, Net (Detail)
75: R59 Property and Equipment - Additional Information HTML 33K
(Detail)
76: R60 Leases - Additional Information (Details) HTML 42K
77: R61 Leases - Summary of Maturities of Lease HTML 50K
Liabilities by Fiscal Year (Details)
78: R62 Leases - Schedule of Supplemental Cash Flow HTML 37K
Information Related to Leases (Details)
79: R63 Goodwill Intangible Assets and Other Long Term HTML 103K
Assets - Additional Information (Detail)
80: R64 Goodwill Intangible Assets and Other Long Term HTML 68K
Assets - Summary of Estimated Fair Value of Assets
Acquired and Liabilities Assumed at Acquisition
Date (Detail)
81: R65 Goodwill Intangible Assets and Other Long Term HTML 41K
Assets - Summary of Estimated Fair Value of Assets
Acquired and Liabilities Assumed at Acquisition
Date (Parenthetical) (Detail)
82: R66 Goodwill Intangible Assets and Other Long Term HTML 44K
Assets - Summary of Changes in Carrying Amount of
Goodwill by Reportable Segment (Detail)
83: R67 Accrued Expenses - Summary of Accrued Expenses HTML 41K
(Details)
84: R68 Short-Term Borrowings and Long-Term Debt - HTML 82K
Additional Information (Detail)
85: R69 Short-Term Borrowings and Long-Term Debt - HTML 50K
Schedule of Long-Term Debt (Detail)
86: R70 Short-Term Borrowings and Long-Term Debt - HTML 68K
Schedule of Long-Term Debt (Parenthetical)
(Detail)
87: R71 Short-Term Borrowings and Long-Term Debt - Summary HTML 51K
of Aggregate Maturities of Long Term Debt (Detail)
88: R72 Income Taxes - Summary of Income Before Income Tax HTML 41K
Provision (Detail)
89: R73 Income Taxes - Components of Income Taxes HTML 56K
Provision (Detail)
90: R74 Income Taxes - Summary of Tax Rates (Detail) HTML 48K
91: R75 Income Taxes - Components of Deferred Tax Asset HTML 57K
(Detail)
92: R76 Income Taxes - Additional Information (Detail) HTML 43K
93: R77 Shareholders' Equity - Additional Information HTML 39K
(Detail)
94: R78 Stock-Based Compensation - Additional Information HTML 38K
(Detail)
95: R79 The Incentive Stock Plans - Additional Information HTML 64K
(Detail)
96: R80 The Incentive Stock Plans - Summary of Activity HTML 83K
from Incentive Stock Plans (Detail)
97: R81 Employee Stock Purchase Plan - Additional HTML 56K
Information (Detail)
98: R82 Employee Stock Purchase Plan - Weighted Average HTML 42K
Assumptions of Employee Stock Purchase Plan
(Detail)
99: R83 Restricted Stock Awards - Additional Information HTML 47K
(Detail)
100: R84 Restricted Stock Awards - Restricted Stock Award HTML 53K
Activity (Detail)
101: R85 Net Income Per Share - Basic and Diluted Net HTML 39K
Income Per Share (Detail)
102: R86 Net Income Per Share - Additional Information HTML 35K
(Detail)
103: R87 Commitments and Contingencies - Additional HTML 35K
Information (Detail)
104: R88 Employee 401(k) Profit Sharing Plans - Additional HTML 42K
Information (Detail)
105: R89 Segment Information - Additional Information HTML 38K
(Detail)
106: R90 Segment Information - Summary of Depreciation and HTML 42K
Amortization of Reportable Segments (Detail)
107: R91 Segment Information - Summary of Revenue and HTML 51K
Income from Operations of Reportable Segments
(Details)
109: XML IDEA XML File -- Filing Summary XML 204K
16: XML XBRL Instance -- hzo-10k_20210930_htm XML 3.35M
108: EXCEL IDEA Workbook of Financial Reports XLSX 127K
12: EX-101.CAL XBRL Calculations -- hzo-20210930_cal XML 213K
13: EX-101.DEF XBRL Definitions -- hzo-20210930_def XML 725K
14: EX-101.LAB XBRL Labels -- hzo-20210930_lab XML 1.51M
15: EX-101.PRE XBRL Presentations -- hzo-20210930_pre XML 1.20M
11: EX-101.SCH XBRL Schema -- hzo-20210930 XSD 221K
110: JSON XBRL Instance as JSON Data -- MetaLinks 494± 755K
111: ZIP XBRL Zipped Folder -- 0001564590-21-057762-xbrl Zip 562K
EXHIBIT 4.2
DESCRIPTION OF THE COMPANY’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
The following is a brief description of the common stock, par value $0.001 per share (the “Common Stock”) of MarineMax, Inc. (the “Company”), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934.
Description of Common Stock
The following description of the Common Stock, related provisions of the Company’s Articles of Incorporation (the “Articles”) and Bylaws (the “Bylaws”) and applicable Florida law is qualified in its entirety by, and should be read in conjunction with, the Articles, the Bylaws, and applicable Florida law.
Authorized Capital Stock
The authorized capital stock of the Company consists of 40,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). There are no shares of Preferred Stock currently outstanding.
Common Stock
Fully Paid and Nonassessable
All of the outstanding shares of the Company’s Common Stock are fully paid and non-assessable.
Voting Rights
Holders of Common Stock are entitled to one vote per share on all matters to be voted upon by the shareholders. Holders of Common Stock are not entitled to cumulate votes for the election of directors.
Dividends
Subject to preferences that may be applicable to any outstanding Preferred Stock, the holders of Common Stock are entitled to receive such dividends, if any, as may be declared from time to time by the members of the board of directors of the Company (the “Board”) out of funds legally available therefor.
Right to Receive Distributions Upon Liquidation, Dissolution or Winding Up of the Company
In the event of the liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of liabilities,
subject to prior distribution rights of any Preferred Stock then outstanding.
No Preemptive or Similar Rights
The Common Stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Common Stock.
Certain Anti-Takeover Effects
General
Provisions of the Company’s Articles and Bylaws are intended to enhance continuity and stability in our Board and in our policies, but may have the effect of delaying or preventing a change in control or making it more difficult to remove incumbent management, even if such transactions could be beneficial to the interests of shareholders. A summary description of these provisions follows:
Classified Board
Pursuant to the Company’s Articles, the Company has a staggered Board. The Company’s Articles provide that our Board is divided into three classes. The term of our Class II directors expires at our 2021 annual meeting of shareholders, the term of our Class III directors expires at our 2022 annual meeting of shareholders, and the term of our Class I directors expires at our 2023 annual meeting of shareholders. At each of our annual meetings of shareholders, the successors of the class of directors whose term expires at the meeting of shareholders will be elected for a three-year term, one class being elected each year by our shareholders. We believe that the three-year terms help to ensure the continuity and stability of our management and policies, which we believe are beneficial to shareholders.
Authority to Issue Preferred Stock
Our Board may issue, without shareholder approval, up to 1,000,000 shares of Preferred Stock, and fix the rights and preferences thereof, without a further vote of the shareholders, which may prevent a takeover. The purpose of authorizing the Board to issue preferred stock and determine its powers, rights, privileges and preferences is to eliminate delays associated with a shareholder vote on specific issuances. The issuance of preferred stock provides flexibility in connection with possible acquisitions and other corporate purposes.
Other Provisions of Our Articles and Bylaws
The Articles also provide that directors may only be removed for cause and upon the affirmative vote of 66 2/3% or more of the voting interest of shareholders entitled to vote. The Articles also contain advance notice requirements by shareholders for director nominations and other actions to be taken at annual meetings. The Articles and Bylaws
also grant our Board, or the affirmative vote of at least 66 2/3% of the voting interest of shareholders, the power to adopt, amend or repeal the Bylaws. The Articles also contain a higher vote threshold for affiliated and control-share acquisitions. Subject to certain limitations stated in the Articles, the affirmative vote of not less than 66 2/3% of the voting shares, excluding those beneficially owned by a Related Person (as defined in the Articles) who is party to the Business Combination (as defined in the Articles), shall be required for the approval or authorization of any Business Combination. In addition, certain of our officers and managers have employment agreements containing certain provisions that call for substantial payments to be made to such employees in certain circumstances upon a change in control.
These provisions of the Articles and the Bylaws could discourage potential acquisition proposals and could delay or prevent a change in control of the Company. These provisions are intended, however, to: (i) enhance the likelihood of continuity and stability in the composition of the Board and in the policies formulated by the Board and to discourage certain types of transactions that may involve an actual or threatened change of control of the Company that may negatively impact shareholder value; (ii) reduce the Company’s vulnerability to an unsolicited acquisition proposal and encourage persons seeking to acquire control of us to first negotiate with our Board; and (iii) discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our shares that could result from actual or rumored takeover attempts. Such provisions also may have the effect of preventing changes in our management. We believe that the benefits of increased protection against an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging such proposals. Among other things, enhanced ability to negotiate such proposals could result in an improvement of their terms.
Transfer Agent
The transfer agent for the Common Stock is American Stock Transfer & Trust Company, LLC.
Listing
The Company’s Common Stock is listed on NYSE under the trading symbol “HZO.”
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/17/23 Marinemax Inc. 10-K 9/30/23 119:17M Donnelley … Solutions/FA 11/18/22 Marinemax Inc. 10-K 9/30/22 113:21M Donnelley … Solutions/FA |