UNITED STATES
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

Date of Report (Date of earliest event reported):  November 28, 2022


OneWater Marine Inc.
(Exact name of registrant as specified in its charter)
 

Delaware
001-39213
83-4330138
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

6275 Lanier Islands Parkway
Buford, Georgia
30518
(Address of principal executive offices)
(Zip Code)

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:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share
ONEW
The Nasdaq Global Market

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).

Emerging growth company ☐

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.

On November 28, 2022, Greg A. Shell, Sr. resigned from his position as a director on the board of directors (the “Board”) of OneWater Marine Inc. (the “Company”) and all committees on which he served due to the compliance policy of his new employer, which requires his resignation from any outside boards of directors. Mr. Shell’s resignation did not result from any disagreement with the Company on any matter relating to the Board or the Company’s management, operations, policies, or practices.

Item 7.01
Regulation FD Disclosure.

On December 1, 2022, the Company issued a press release announcing the resignation of Mr. Shell and certain other Board changes, including (i) that the Chairman of the Board, Mitchell W. Legler, will retire and not be renominated for a new term at the Company’s 2023 annual meeting of stockholders (the “Annual Meeting”) in accordance with the Company’s director retirement policy that states directors not be nominated for a new term after reaching age 80 and (ii) that the Board anticipates that the current Vice Chairman of the Board, John F. Schraudenbach, will become Chairman of the Board following the election of directors at the Annual Meeting. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated into this Item 7.01 by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act unless specifically identified therein as being incorporated therein by reference.

Item 9.01
Financial Statements and Exhibits.

 
(d)
Exhibits.

Exhibit Number
  
Description
 
Press Release issued by OneWater Marine Inc., dated December 1, 2022.
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).

*
Furnished herewith.

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.
ONEWATER MARINE INC.




By:
/s/ Jack Ezzell


Name: Jack Ezzell


Title:   Chief Financial Officer
Dated: December 1, 2022