Form 8-K

8-K — MARINE PRODUCTS CORP

Accession: 0001104659-26-059406

Filed: 2026-05-12

Period: 2026-05-12

CIK: 0001129155

SIC: 3730 (SHIP & BOAT BUILDING & REPAIRING)

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

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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):

May 12, 2026

Marine Products Corporation

(Exact name of registrant as specified in its charter)

_________________________

Delaware

001-16263

58-2572419

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2801 Buford Highway NE, Suite 300, Atlanta,

Georgia 30329

(Address of principal executive offices) (zip code)

(404) 321-7910

(Registrant's telephone number, including area

code)

N/A

(Former name or former address, if changed since

last report.)

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 (see General

Instruction A.2. below):

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 Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.10 par value

MPX

New York Stock Exchange

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 5.07. Submission of Matters to a Vote of Security Holders.

On May 12, 2026, Marine Products Corporation, a Delaware corporation

(“Marine Products”), held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals

related to the Agreement and Plan of Merger, dated as of February 5, 2026 (the “Merger Agreement”), by and among MasterCraft

Boat Holdings, Inc., a Delaware corporation (“MasterCraft”), Titan Merger Sub 1, Inc., a Delaware corporation and a wholly

owned, direct subsidiary of MasterCraft (“Merger Sub I”), Titan Merger Sub 2, LLC., a Delaware limited liability company and

a wholly owned, direct subsidiary of MasterCraft (“Merger Sub II”), and Marine Products. Subject to the terms and conditions

of the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement, MasterCraft will acquire Marine Products

through (i) the merger of Merger Sub I with and into Marine Products (the “First Merger”), with Marine Products surviving

the First Merger as a direct wholly owned subsidiary of MasterCraft, and (ii) immediately following the First Merger, the merger of Marine

Products with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”),

with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of MasterCraft.

As of the close of business on March 30, 2026, the record date of the

Special Meeting, there were 35,234,398 shares of common stock of Marine Products, par value $0.10 per share (“Common Stock”)

issued and outstanding, each of which was entitled to one vote with respect to each proposal voted on at the Special Meeting. A total

of 30,817,468 shares of Common Stock, representing approximately 87.46% of the outstanding shares of Common Stock entitled to vote at

the Special Meeting, were present in person or represented by proxy, constituting a quorum to conduct business at the Special Meeting.

At the Special Meeting, Marine Products’ stockholders considered

the following proposals:

1. a proposal to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Mergers (the “Merger

Agreement Proposal”);

2. a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive

officers of Marine Products in connection with the transactions contemplated by the Merger Agreement (the “Merger-Related Compensation

Proposal”); and

3. a proposal to adjourn the Special Meeting from time to time, if deemed by the chair of the Special Meeting to be necessary or appropriate,

including to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the

Merger Agreement Proposal (the “Adjournment Proposal”).

Each of the proposals was approved by the requisite vote of Marine

Products’ stockholders. The voting results for each proposal are as follows:

Merger Agreement Proposal

For

Against

Abstentions

30,470,005

331,629

15,834

Merger-Related Compensation Proposal

For

Against

Abstentions

30,268,825

500,445

48,194

Adjournment Proposal

For

Against

Abstentions

30,306,178

430,017

81,272

Although the Adjournment Proposal

was approved, adjournment of the Special Meeting was not necessary or appropriate because Marine Products’ stockholders approved

the Merger Agreement Proposal.

Item 8.01. Other Events.

As previously disclosed, in connection with the Mergers, on March 6,

2026, each of MasterCraft and Marine Products filed a Notification and Report Form as required under the Hart-Scott-Rodino Antitrust Improvements

Act of 1976, as amended (the “HSR Act”), with the Federal Trade Commission and the Antitrust Division of the Department of

Justice. On April 6, 2026, at 11:59 p.m. Eastern Time, the waiting period with respect to the Notification and Report Forms under the

HSR Act expired. Accordingly, the condition precedent to the Mergers relating to the expiration or termination of the waiting period under

the HSR Act has been satisfied. Subject to the satisfaction or waiver of certain other closing conditions set forth in the Merger Agreement,

the Mergers are expected to close on or about May 15, 2026.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this Current Report on Form 8-K (this “Current

Report”) are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,

and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future

events or future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause MasterCraft’s,

Marine Products’ or the combined company’s actual results, levels of activity, performance, or achievements or those of the

boating industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking

statements may be identified by the use of words like “may,” “will,” “could,” “would,”

“should,” “expect,” “anticipate,” “believe,” “project,” “estimate,”

“intend,” “plan,” “pro forma,” or any variations or other comparable terminology.

Forward-looking statements are subject to risks, uncertainties and

other important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements,

including, but not limited to, risks and uncertainties around the occurrence of any event, change or other circumstance that could give

rise to the termination of the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant

to the Merger Agreement; the risk that the conditions to the completion of the proposed transactions are not satisfied in a timely manner

or at all; the possibility that competing offers or proposed transaction proposals may be made; the risks arising from the integration

of the MasterCraft and Marine Products businesses; the risk that the anticipated benefits and synergies of the proposed transactions may

not be realized when expected or at all and that the proposed transactions may not be completed in a timely manner or at all; the risk

of unexpected costs or expenses resulting from the proposed transactions; the risk of litigation related to the proposed transactions,

including resulting expense or delay; the risks related to disruption to ongoing business operations and diversion of management’s

time as a result of the proposed transactions; the risk that the proposed transactions may have an adverse effect on the ability of MasterCraft

and Marine Products to retain key personnel, dealers and suppliers; the risk that the credit ratings of the combined company declines

following the proposed transactions; the risk that the announcement or the consummation of the proposed transactions has a negative effect

on the market price of the capital stock of MasterCraft and Marine Products or on MasterCraft’s and Marine Products’ operating

results; the risk of product liability litigation or government or regulatory action, including related to product liability claims; the

risk of product efficacy or safety concerns resulting in product recalls or regulatory action; risks relating to inflation and other economic

factors, such as interest rate and currency exchange rate fluctuations, government trade or similar regulatory actions (including current

and potential trade and tariff actions and other constraints on trade affecting the countries where MasterCraft and Marine Products operate

and the resulting negative impacts on each company’s supply chain, commodity costs, and consumer spending), natural disasters, acts

of war, terrorism, catastrophes, pandemics, epidemics, or other disease outbreaks, the prices and availability of MasterCraft’s

and Marine Products’ raw materials, manufacturing difficulties or delays or supply chain disruptions, disruptions in the capital

and credit markets, counterparty defaults (including dealers, suppliers and financial institutions with which MasterCraft and

Marine Products do business), impairment of goodwill and intangible assets and projections of operating results and other factors

that may affect impairment testing; changes in customer preferences; severe weather conditions; regional instabilities and hostilities;

potential competitive pressures on selling prices for the products of MasterCraft and Marine Products; general economic and political

conditions globally and in the markets in which MasterCraft and Marine Products do business; the ability to maintain key dealer relationships,

competition, including technological advances, new products, and intellectual property attained by competitors; challenges inherent in

new product research and development; uncertainty of commercial success for new and existing products and digital capabilities; challenges

to intellectual property protections; the ability of MasterCraft and Marine Products to successfully execute business development strategy

and other strategic plans; changes to applicable laws and regulations and other requirements imposed by stakeholders; and changes in behavior

and spending patterns of consumers.

These and other important factors discussed under the caption “Risk

Factors” in MasterCraft’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the SEC on August

27, 2025, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings made with the SEC, and Marine

Products’ Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, as amended

by Amendment No. 1 to the Annual Report on Form 10-K, filed with the SEC on April 29, 2026, subsequent Quarterly Reports on Form 10-Q,

Current Reports on Form 8-K, and other filings made with the SEC, in each case could cause actual results to differ materially from those

indicated by the forward-looking statements. The discussion of these risks is specifically incorporated by reference into this Current

Report.

Any such forward-looking statements represent estimates as of the date

of this Current Report. These forward-looking statements should not be relied upon as representing our views as of any date subsequent

to the date of this Current Report. Marine Products undertakes no obligation (and expressly disclaims any obligation) to update or supplement

any forward-looking statements that may become untrue or cause our views to change, whether because of new information, future events,

changes in assumptions or otherwise. Comparisons of results for current and prior periods are not intended to express any future trends

or indications of future performance, unless expressed as such, and should only be viewed as historical data.

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.

Marine Products Corporation

Date: May 12, 2026

/s/ Michael L. Schmit

Michael L. Schmit

Vice President, Chief Financial Officer

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