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Item 9A. Controls and Procedures

2024-08-29 compared with 2023-08-29 · 60 added, 71 removed, 83 unchanged (61% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and interim chief financial officer, as appropriate, to allow timely decisions regarding required disclosures.

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As of the end of the period covered by this Form 10-K Annual Report, we carried out an evaluation under the supervision and with the participation of our management, including our chief executive officer and interim chief financial officer, of the effectiveness of our disclosure controls and procedures.

Based upon this evaluation, our chief executive officer and interim chief financial officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2023.

As of the end of the period covered by this Form 10-K Annual Report, we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures.

Based upon this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2024.

Report of Management on Internal Control Over Financial Reporting

6 unchanged sentences

Other Information

Insider Trading Arrangements and Policies .

The Company has an insider trading policy and procedures that govern the purchase, sale and other dispositions of its securities by directors, officers and employees.

We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

19 unchanged sentences

The following financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K:

• Consolidated Statements of Operations and Comprehensive Income for the fiscal years ended June 30, 2023, 2022, and 2021.

• Consolidated Statements of Operations and Comprehensive (Loss) Income for the fiscal years ended June 30, 2024, 2023, and 2022.

• Consolidated Balance Sheets as of June 30, 2024 and 2023.

6 unchanged sentences

The exhibits filed as part of this Annual Report are listed in the exhibit index immediately preceding such exhibits, which exhibit index is incorporated herein by reference.

Stock Purchase Agreement dated December 31, 2020 among Malibu Boats, LLC, MBG Holdco, Inc., Maverick Boat Group, Inc., and the other parties named therein.

Incorporated by Reference

Description Form File No.

Exhibit Filing Date

Certificate of Incorporation of Malibu Boats, Inc.

S-1 333-192862 3.1 January 8, 2014

Bylaws of Malibu Boats, Inc.

Certificate of Formation of Malibu Boats Holdings, LLC 2

First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC, dated as of February 5, 2014 3

First Amendment, dated as of February 5, 2014, to First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC 4

Second Amendment, dated as of June 27, 2014, to First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC 5

10-Q 001-36290 3.2 February 7, 2023

Certificate of Formation of Malibu Boats Holdings, LLC S-1 333-192862 3.3 January 8, 2014

First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC, dated as of February 5, 2014 8-K 001-36290 10.1 February 6, 2014

First Amendment, dated as of February 5, 2014, to First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC 10-Q/A 001-36290 3.5 May 13, 2014

Second Amendment, dated as of June 27, 2014, to First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC 8-K 001-36290 3.1 June 27, 2014

Description of Class A Common Stock

Form of Class A Common Stock Certificate 2

Form of Class B Common Stock Certificate 2

Form of Class A Common Stock Certificate S-1 333-192862 4.1 January 8, 2014

Form of Class B Common Stock Certificate S-1 333-192862 4.2 January 8, 2014

Exchange Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc.

and Affiliates of Black Canyon Capital LLC and Horizon Holdings, LLC 3

and Affiliates of Black Canyon Capital LLC and Horizon Holdings, LLC 8-K 001-36290 10.2 February 6, 2014

Exchange Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc.

and the Members of Malibu Boats Holdings, LLC 3

Tax Receivable Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc., Malibu Boats Holdings, LLC and the Other Members of Malibu Boats Holdings, LLC 3

Third Amended and Restated Credit Agreement, dated July 8, 2022, by and among Malibu Boats, LLC, Malibu Boats Holdings, LLC, the other guarantors party thereto, the lenders party thereto, and Truist Bank, as administrative agent, as issuing bank and as swingline lender 1

and the Members of Malibu Boats Holdings, LLC 8-K 001-36290 10.3 February 6, 2014

Tax Receivable Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc., Malibu Boats Holdings, LLC and the Other Members of Malibu Boats Holdings, LLC 8-K 001-36290 10.4 February 6, 2014

Third Amended and Restated Security Agreement, dated July 8, 2022, by and among Malibu Boats, LLC, Malibu Boats Holdings, LLC, the other debtors party thereto, and Truist Bank, as administrative agent

Employment Agreement by and between Malibu Boats, Inc.

and Ritchie Anderson, dated February 5, 2014 3

8-K 001-36290 10.2 July 12, 2022

Employment Agreement by and between Malibu Boats, Inc.

and Jack Springer, dated February 5, 2014 3

and Ritchie Anderson, dated February 5, 2014 8-K 001-36290 10.7 February 6, 2014

Employment Agreement by and between Malibu Boats, Inc.

and Wayne Wilson, dated February 5, 2014 3

Long-Term Incentive Plan 2

Amendment Number One, dated as of June 24, 2014, to the Long Term Incentive Plan 5

Form of Stock Option Agreement for Long-Term Incentive Plan 8

and Jack Springer, dated February 5, 2014 8-K 001-36290 10.8 February 6, 2014

Long-Term Incentive Plan S-1 333-192862 10.15 January 8, 2014

Amendment Number One, dated as of June 24, 2014, to the Long Term Incentive Plan 8-K 001-36290 10.2 June 27, 2014

Form of Stock Option Agreement for Long-Term Incentive Plan 10-K 001-36290 10.12 September 8, 2017

Form of Restricted Stock Agreement for Long-Term Incentive Plan

10-K 001-36290 10.13 September 8, 2017

Form of Restricted Stock Unit Award Agreement for Long-Term Incentive Plan (executive)

10-K 001-36290 10.14 September 8, 2017

Form of Restricted Stock Unit Award Agreement for Long-Term Incentive Plan (non-executive)

Form of Indemnification Agreement 6

Director Compensation Policy 12

Form of Time and Performance Based Restricted Stock Award Agreement (executive) 9

Purchase and Sale Agreement, dated March 28, 2023 14

10-K 001-36290 10.15 September 8, 2017

Form of Indemnification Agreement S-1 333-192862 10.19 December 13, 2013

Director Compensation Policy 10-K 001-36290 10.14 August 25, 2022

Form of Time and Performance Based Restricted Stock Award Agreement (executive) 10-Q 001-36290 10.1 February 6, 2020

Confidential General Release and Settlement Agreement, dated June 30, 2023, by and among the Batchelder Plaintiffs, Malibu Boats, Inc.

and Malibu Boats, LLC 15

and Malibu Boats, LLC 8-K 001-36290 10.1 July 3, 2023

Employment Agreement by and between Bruce Beckman and Malibu Boats, Inc., dated November 7, 2023 8-K 001-36290 10.3 November 8, 2023

Transition, Release and Consulting Agreement by and between Malibu Boats, Inc.

and Jack Springer, dated February 19, 2024 8-K 001-36290 10.1 February 20, 2024

Restricted Stock Unit Award Agreement, dated as of February 20, 2024, between Malibu Boats, Inc.

and Ritchie L.

Anderson 10-Q 001-36290 10.3 May 2, 2024

Employment Agreement by and between Malibu Boats, Inc.

and Steven Menneto, dated July 18, 2024

Malibu Boats Inc.

Insider Trading Policy

Subsidiaries of Malibu Boats, Inc.

2 unchanged sentences

pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certificate of the Interim Chief Financial Officer of Malibu Boats, Inc.

Certificate of the Chief Financial Officer of Malibu Boats, Inc.

pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Executive Officer and Interim Chief Financial Officer of Malibu Boats, Inc.

Certification of the Chief Executive Officer of Malibu Boats, Inc.

pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Malibu Boats Inc.

Clawback Policy

101 The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 were formatted in Inline XBRL:

(i) Consolidated Statements of Operations and Comprehensive Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

(i) Consolidated Statements of Operations and Comprehensive (Loss) Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

104 The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, formatted in Inline XBRL (Included as Exhibit 101).

* Management contract or compensatory plan or arrangement.

+ Portions of this exhibit have been omitted pursuant to a confidential treatment request.

Omitted information has been filed separately with the SEC.

(1) Filed as an exhibit to the Company's Current Report on Form 8-K (File No.

001-36290) filed on July 12, 2022.

(2) Filed as an exhibit to Amendment No.

1 to the Company’s registration statement on Form S-1 (Registration No.

333-192862) filed on January 8, 2014.

(3) Filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-36290) filed on February 6, 2014.

(4) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q/A (File No.

001-36290) filed on May 13, 2014.

(5) Filed as an exhibit to the Company's Current Report on Form 8-K (File No.

001-36290) filed on June 27, 2014.

(6) Filed as an exhibit to the Company’s registration statement on Form S-1 (File No.

333-192862) filed on December 13, 2013.

(7) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No.

001-36290) filed on February 1, 2017.

(8) Filed as an exhibit to the Company's Annual Report on Form 10-K (File No.

001-36290) filed on September 8, 2017.

(9) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No.

001-36290) filed on February 6, 2020.

(10) Filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-36290) filed on January 5, 2021.

(11) Filed as an exhibit to the Company's Annual Report on Form 10-K (File No.

001-36290) filed on August 26, 2021.

(12) Filed as an exhibit to the Company's Annual Report on Form 10-K (File No.

001-36290) filed on August 25, 2022.

(13) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No.

001-36290) filed on February 7, 2023.

(14) Filed as an exhibit to the Company's Current Report on Form 8-K (File No.

001-36290) filed on April 3, 2023.

(15) Filed as an exhibit to the Company's Current Report on Form 8-K (File No.

001-36290) filed on July 3, 2023.

++ Filed herewith

Form 10-K Summary

1 unchanged sentence

MALIBU BOATS, INC.

August 29, 2023 /s/ Jack D.

August 29, 2024 /s/ Steven D.

Chief Executive Officer

(Principal Executive Officer)

August 29, 2023 /s/ David S.

Interim Chief Financial Officer

(Principal Financial and Accounting Officer)

August 29, 2024 /s/ Bruce W.

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature Title Date

Springer August 29, 2023

/s/ Steven D.

Menneto August 29, 2024

Chief Executive Officer and Director

(Principal Executive Officer)

Black August 29, 2023

Interim Chief Financial Officer

(Principal Financial and Accounting Officer)

Beckman August 29, 2024

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

/s/ Michael K.

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures