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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the

Securities Exchange Act of 1934 (Amendment

(Amendment No.    )

MASTERCRAFT BOAT HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

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MCBCMASTERCRAFT BOAT HOLDINGS, INC.

100 Cherokee Cove Drive

Vonore, Tennessee 37885

September 13, 2018October 11, 2019

Dear Stockholder:

We cordially invite you to attend the 20182019 Annual Meeting of Stockholders of MCBCMasterCraft Boat Holdings, Inc. to be held on Tuesday, October 23, 2018,2019, at 8:00 a.m. Eastern time at the HiltonThe Embassy Suites Knoxville Airport– West, at 2001 Alcoa Highway, Alcoa,9621 Parkside Drive, Knoxville, TN 37701.37922

The items of business are listed in the followingformal Notice of Annual Meeting of Stockholders and are more fully addressed in the Proxy Statement.

        We are pleased to take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to stockholders over the Internet. We believe that this e-proxy process expedites stockholders' receipt of proxy materials, while also lowering the costs and reducing the environmental impact of our Annual Meeting. On September 13, 2018, we began mailing a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and annual report and howare enclosed with this letter. The Proxy Statement describes the matters to vote over the Internet or how to request and return a proxy card by mail. For information on how to vote your shares, please refer to the Notice of Internet Availability of Proxy Materials, proxy materials email or proxy card you receive to ensure that your shares will be represented and votedacted upon at the Annual Meeting even if you cannot attend. Meeting.

Your vote is important. To be sure your shares are voted at the meeting,Annual Meeting, even if you plan to attend the meeting in person, please follow the instructions provided to you and vote your shares today. This will not prevent you from voting your shares in person if you are able to attend. You may vote over the Internet or by mailing a proxy or voting instruction card. Voting over the Internet or by written proxy will ensure your representation at the Annual Meeting, regardless of whether you attend in person. If you hold your shares in your own name and choose to attend the Annual Meeting, you may revoke your proxy and personally cast your votes at the Annual Meeting. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow instructions from such firm to vote your shares.

On behalf of your Board of Directors, thank you for your continued support of and interest in MCBCMasterCraft Boat Holdings, Inc.

		Sincerely,
Frederick A. Brightbill Chairman of the Board

Table of ContentsMasterCraft Boat Holdings, Inc.

MCBC HOLDINGS, INC.
100 Cherokee Cove Drive

Vonore, Tennessee 37885

NOTICE OF 20182019 ANNUAL MEETING OF STOCKHOLDERS

To be held October 23, 2018
2019

		By order of the Board of Directors,
Frederick A. Brightbill Chairman of the Board
September 13, 2018

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MCBC HOLDINGS, INC.
100 Cherokee Cove Drive
Vonore, Tennessee 37885

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting Information

•

October 23, 2018 at 8:00 a.m. Eastern time



•

The Hilton Knoxville Airport at 2001 Alcoa Highway, Alcoa, Tennessee 37701



•

The record date is September 4, 2018

Items of Business

Director Nominees

        The Board of Directors (the "Board") of MCBC Holdings, Inc. ("we," "our," "us," the "Company," or "MasterCraft") is asking you to elect the three nominees for director named below for terms that expire at the 2021 annual meeting of stockholders (the "2021 Annual Meeting"). The following table provides summary information about the two director nominees. The directors will be elected by a plurality vote. For more information about the director nominees, see page 7.

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Continuing Directors

        The following table provides summary information about the five continuing directors whose terms expire at the 2019 annual meeting of stockholders (the "2019 Annual Meeting") and the 2020 annual meeting of stockholders (the "2020 Annual Meeting"). For more information about the continuing directors, see page 8.

Ratification of the Appointment of the Independent Registered Public Accounting Firm
October 11, 2019

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MasterCraft Boat Holdings, Inc.

100 Cherokee Cove Drive

Vonore, Tennessee 37885

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting Information

Items of Business

Director Nominees

The Board of Directors (the “Board”) of MasterCraft Boat Holdings, Inc. (“we,” “our,” “us,” the “Company,” or “MasterCraft”) is asking you to elect the three nominees for director named below for terms that expire at our 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). The following table provides summary information about the three director nominees. The directors will be elected by the affirmative vote of a majority of the votes cast. Pursuant to our Corporate Governance Guidelines, if an incumbent director fails to

receive a majority of the votes cast, the incumbent director will promptly tender his or her irrevocable offer of resignation to the Board. The Board, upon recommendation by the Nominating and Corporate Governance Committee, can then choose to accept the resignation, reject it or take such other action that the Board deems appropriate. For more information about the director nominees, see page 9.

Continuing Directors

The following table provides summary information about the five continuing directors whose terms expire at the 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) and the 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”). For more information about the continuing directors, see page 10.

2019 Performance Highlights

Governance Evolution

Our Board is committed to strong corporate governance. As we continue our transition from a “controlled company” to a widely-held company following the completion of our former sponsors’ sell-down of their equity ownership positions, we are committed to evolving our Board and our corporate governance processes to reflect the changes in our Company’s business and stockholder base. We are committed to establishing and maintaining strong corporate governance practices that reflect high standards of ethics and integrity and promote long-term stockholder value.

This past year, we have made a number of changes to our governance structure that we believe align with the best interests of our Company and our stockholders. Set forth below are the changes we have made to our governance practices in the past year, as well as governance-related proposals we are recommending our stockholders adopt at the Annual Meeting. We feel that these changes represent significant steps toward enhancing our governance practices.

2019 Compensation Program Highlights

Our executive compensation program is designed to facilitate high performance and generate results that will create value for our stockholders. We structure compensation to pay for performance, reward our executives with equity in the Company in order to align their interests with the interests of our stockholders and allow our executives to share in our stockholders’ success, which we believe creates a performance culture, maintains morale and attracts, motivates and retains top executive talent.

The primary elements of our fiscal year 2019 executive compensation program are base salary, annual bonuses, equity incentive awards and certain employee benefits. Our Compensation Committee reviews and approves our executive compensation program, and maintains the discretion to adjust awards and amounts paid

to our executive officers as it deems appropriate. We believe our named executive officers are compensated in a manner consistent with our strategy, compensation best practices and alignment with stockholders interests.

2020 Annual Meeting of Stockholders

Stockholder proposals submitted for inclusion in the proxy statement for our Annual Meeting of stockholders expected to be held in September or October 2020 pursuant to SECRule 14a-8 must be received by us by June 12, 2020. Director nominations or other business to be brought before the 2020 Annual Meeting by a stockholder, other thanRule 14a-8 proposals described above, must be received by us between June 25, 2020 and July 25, 2020. For more information, see page 43.

QUESTIONS RELATING TO THIS PROXY STATEMENT

What is a proxy?

It is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have designated two of our officers as proxies for the Annual Meeting. These officers are Terry McNew and Timothy M. Oxley.

What is a proxy statement?

It is a document that Securities and Exchange Commission ("SEC"(“SEC”) regulations require us to give you when we ask you to vote designating Terry McNew and Timothy M. Oxley as proxies to vote on your behalf.

What is the difference between a stockholder of record and a stockholder who holds stock in street name?

If your shares are registered in your name with our transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), you are a stockholder of record. If your shares are held in the name of your bank, broker or other nominee, your shares are held in street name.

What is the record date and what does it mean?

        SeptemberOctober 4, 20182019 is the record date for the Annual Meeting to be held on October 23, 2018.2019. The record date is established by the Board of Directors as required by the Delaware General Corporation Law ("(“Delaware Law"Law”). Owners of record of our common stock at the close of business on the record date are entitled to receive notice of the meeting and vote at the meeting and any adjournments or postponements of the meeting.

How do I vote as a stockholder of record?

As a stockholder of record, you may vote by one of the four methods described below:

By the Internet. Over the Internet at the web address noted in the Notice of Availability of Proxy Materials orenclosed proxy card you receive (if you have access to the Internet, we encourage you to vote in this manner). The Internet voting procedure is designed to verify the voting authority of stockholders.

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You will be able to vote your shares by the Internet and confirm that your vote has been properly recorded.

        By Telephone.    By telephone through the number noted in the proxy card you receive (if you request and receive a proxy card). The telephone voting procedure is designed to verify the voting authority of stockholders. The procedure allows you to vote your shares and to confirm that your vote has been properly recorded.

By Mail. You may sign and date your proxy card (if you request and receive a proxy card) and mail it in the prepaid and addressed envelope enclosed therewith.herewith.

In Person. You may vote in person at the Annual Meeting.

Please follow the directions in the Notice of Availability of Proxy Materials or proxy card you received carefully.

How do I vote as a street name stockholder?

If your shares are held in "street name"“street name” through a bank, broker or other nominee, you should receive information from the bank, broker or other nominee about your specific voting options. If you have questions about voting your shares, you should contact your bank, broker or other nominee. The availability of telephone and Internet voting depends on the voting processes of your bank, broker or other nominee.

If you wish to vote in person at the Annual Meeting, you will need to bring a legal proxy to the meeting. You must request a legal proxy through your bank, broker or other nominee. Please note that if you request a legal proxy, any previously executed proxy will be revoked and your vote will not be counted unless you appear at the meeting and vote in person, or legally appoint another proxy to vote on your behalf.

What if I sign and return a proxy card, but do not provide voting instructions?

Proxies that are properly executed and delivered, and not revoked, will be voted as specified on the proxy card. If no direction is specified on the proxy card, the proxy will be voted as follows:

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for the election of the three nominees for director described in this Proxy Statement; and



•

for ratification of the appointment of our independent registered public accounting firm for fiscal year 2019.

What if I change my mind after I return my proxy?

You may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. You may do this by:

•

voting again by the Internet or by telephone, if available, prior to 11:59 p.m. Eastern Time, on October 22, 2018;



•

2019;

public accounting firm is considered a "routine"“routine” matter for this Proxy Statement. The election of director nominees isand proposed amendments to our Certificate of Incorporation are not considered a routine matter.matters. Because neither the election of director nominees is notnor the proposed amendments to our Certificate of Incorporation are considered a "routine" matter“routine” matters for stockholder consideration, the brokers will not have discretionary authority to vote your shares with respect to such mattermatters and if you do not instruct your bank or broker how to vote your shares, no votes will be cast on your behalf with respect to such matter.matters.

We encourage you to provide instructions to your brokerage firm by voting your proxy. This action ensures your shares will be voted at the meeting in accordance with your wishes.

How may I vote for each proposal?

ForProposal 1—Election of Directors, you may votefor all nominees,withhold from all nominees orwithhold from individual nominees.

ForProposal 2—Approval of Amendment to Certificate of Incorporation to declassify the Board of Directors, you may votefor,against orabstain from voting.

ForProposal 3—Approval of Amendment to Certificate of Incorporation to eliminate Supermajority Voting, you may votefor,against orabstain from voting.

ForProposal 4—Ratification of the Appointment of our Independent Registered Public Accountants, you may votefor,against orabstain from voting.

How are votes tabulated?

According to our bylaws,Bylaws, each of the proposed items will be determined as follows:

Proposal 1—Election of Directors:    The election To be elected, each nominee must receive an affirmative “FOR” vote of directors will be determined by a pluralitymajority of the votes cast. If you do not vote on such proposal or cast a withhold vote, it will have no effect on such proposal.

Proposal 2—RatificationApproval of Amendment to Certificate of Incorporation to declassify the AppointmentBoard of our Independent Registered Public Accountants:Directors:    The ratificationFor this proposal to pass, the proposal must receive an affirmative “FOR” vote of the appointment of our independent registered public accountants will be determined by

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not less than a majority of votes cast affirmatively or negatively.the voting power of all outstanding shares of our common stock. If you abstain from voting on such proposal or your broker is unable to vote your shares, it will have the same effect as a vote against such proposal.

Proposal 3—Approval of Amendment to Certificate of Incorporation to eliminate Supermajority Voting: For this proposal to pass, the proposal must receive an affirmative “FOR” vote of not less than 66^2/3% of the voting power of all outstanding shares of our common stock. If you abstain from voting on such proposal or your broker is unable to vote your shares, it will have the same effect as a vote against such proposal.

Proposal 4—Ratification of the Appointment of our Independent Registered Public Accountants: The ratification of the appointment of our independent registered public accountants will be determined by a majority of the votes cast for or against this proposal. If you abstain from voting on such proposal, it will have no effect on such proposal.

Any other matters: The voting results of any other matters are determined by a majority of votes cast affirmatively or negatively, except as may otherwise be required by law.

No cumulative voting rights are authorized, and dissenters'dissenters’ rights are not applicable to the matters being voted upon.

How are proxies solicited and what is the cost?

We will bear all expenses incurred in connection with the solicitation of proxies. We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of common stock. Our directors, officers and employees may solicit proxies by mail, telephone and personal contact. They will not receive any additional compensation for these activities. In addition, we have retained AST and Broadridge Financial Solutions, Inc. to assist in the distribution of proxy materials. We have also retained Alliance Advisors to assist in the solicitation of proxies with respect to shares of our common stock held of record by brokers, nominees and institutions and, in certain cases, by other holders. Such solicitation may be made through the use of mail, by telephone or by personal calls. The anticipated cost of thethese services of Alliance Advisors is $11,000estimated to be approximately $51,000, plus expenses.

Where can I find the voting results of the Annual Meeting?

We expect to announce preliminary voting results at the Annual Meeting. We will publish the final results in a current report onForm 8-K within four business days of the Annual Meeting. We will file that report with the SEC, and you can get a copy from:

•

our website atwww.mastercraft.com by clicking on the Investors link, followed by the Financials link,



•

the SEC's website atwww.sec.gov,



•

•

our website atwww.mastercraft.com by clicking on the Investors link, followed by the Financials link,

•

the SEC’s website atwww.sec.gov,

the SEC at 1(800) SEC-0330, or



•

leaders to create the insurance policy that paved the way for an entire boat sharing industry. Prior to this, Ms. Baumgarten served as a PrincipalPartner and Chief Operating Officer at AH Global, a Director of Brightbill Advisors,Strategy at DaVita, a management consulting firm, since 2009Development Manager at Westfield Group, a Consultant at IBM, and previously served as Principala Consultant at Vantage Development and JB Acquisitions. Prior to that he served as PresidentPricewaterhouseCoopers. Ms. Baumgarten holds a Bachelor of the Aluminum Boat Group at Brunswick Corporation and in various leadership roles at Mercury Marine, including President of the Outboard Business Unit and Integrated Operations Division. Mr. Brightbill has served on many private company boardsArts degree from Wellesley College, cum laude, and has held a varietyMaster of leadership positions, including President and CFO. Mr. Brightbill graduated with a B.S. in FinanceBusiness Administration from the Stanford University Graduate School of Illinois at Urbana Champaign and received his M.B.A. from the University of Chicago.Business. We believe Mr. Brightbill'sMs. Baumgarten’s substantial experience in the boating industry as well as hisand her strategic and marketing expertise gained through senior leadership and operational skillspositions enable himher to play a key role in all matters involving our Board of Directors and makes himher well qualified to serve as a member of our Board of Directors.Board.

        W. Patrick Battle—Mr. Battle has served as a member of our Board of Directors since May 2017. Since 2010, Mr. Battle has been the Managing Partner of Stillwater Family Holdings and was instrumental in launching Experience and Fermata Partners. Mr. Battle served as Chairman of IMG College from 2007 until 2011, following the acquisition of The Collegiate Licensing Company (CLC) by IMG Worldwide. Under his leadership, IMG College became the leader in developing and managing integrated licensing, marketing, and multimedia rights programs for more than 200 U.S. universities, conferences, bowls, and the NCAA. Prior to joining IMG in 2007, Mr. Battle was the President and Chief Executive Officer of CLC, where he worked since 1984. Mr. Battle has served on the board of Acuity Brands, Inc. since 2014 and is currently a member of the Compensation Committee and the Governance Committee. Mr. Battle graduated from Georgia State University with a B.A. in Marketing. We believe Mr. Battle's Mr. Battle's operational, strategic, and marketing expertise gained through senior leadership positions qualifies him to play a key role in all matters involving our Board of Directors and make him well qualified to serve as a member of our Board of Directors.

The Board of Directors recommends that you vote FOR the three director nominees.

Continuing Directors with Terms Expiring at the 2019 or 2020 Annual Meetings

        The directors listed below are expected to remain in office for the duration of their terms in accordance with our bylaws.

Roch Lambert—Mr. Lambert has served as a member of our Board of Directors since October 2016. Mr. Lambert currently serves as Chief Executive Officer of Curt Group, an aftermarket automotive accessories manufacturer. Prior to this position, Mr. Lambert served as a Chief Executive Officer of Rec Boat Holdings, an international designer, manufacturer and distributor of powerboats, from 2010 to 2016. Prior to joining Rec Boat, Mr. Lambert served as Vice President and General Manager of several divisions at Bombardier Recreation Products, an international recreational products company, including theSea-Doo,Ski-Doo and Evinrude divisions from 2008 to 2009, the Evinrude division from 2001 to 2008 and theSea-Doo division from1997-2001. He also served in various leadership, engineering and production roles for Bombardier and Aquilon Technologies, a manufacturer of attachments for farm equipment OEMs. Mr. Lambert also currently serves on the boards of three private companies and has previously served on the boards of other private companies. Mr. Lambert graduated from the Ecole Polytechnique de Montreal with a B.Eng. in mechanical/aeronautical engineering and a graduate business degree from the Universite Laval. We believe Mr. Lambert'sLambert’s substantial industry experience, his leadership positions in diverse manufacturing businesses and his vast knowledge of operational matters in the recreational products and powerboat industries, enable him to play a key role in all matters involving our Board of Directors and make him well qualified to serve as a member of our Board of Directors.

Mr. Campion is a member of the Boardboard of Directorsdirectors of Haynes International, Inc., where he serves as the Chairman of the Audit Committee and as a member of the Risk Committee and the Compensation Committee. Mr. Campion has previously served on the boards of many public and private companies. Mr. Campion graduated from the University of Michigan College of Engineering with a B.S. in applied mathematics in 1970 and earned an M.B.A. from the University of Michigan School of Business Administration in 1976.Administration. We believe Mr. Campion'sCampion’s substantial accounting and tax experience, his leadership positions in diverse manufacturing businesses and his board service experience, including as chair of several audit committees, enable him to play a key role in all matters involving our Board of Directors and make him well qualified to serve as a member of our Board of Directors.Board.

Tzau-Jin        Tzau-Jin (TJ) Chung—Mr. Chung has served as a member of our Board of Directors since December 2016. Mr. Chung is currently a partner at Core Industrial Partners, a private equity firm. Mr. Chung retired as CEO of Teletrac Navman, a Danaher operating company and a leading global SaaS provider of fleet management solutions in May 2016. From 2007 to 2012, Mr. Chung was CEO of Navman Wireless where he led the MBO of the company. Before Navman Wireless, Mr. Chung served as President of New Technologies Division at Brunswick Corporation. Mr. Chung also served as VP & Chief Strategy Officer of Brunswick and VP of Mercury Marine, a $1.6 billion division of Brunswick. Before joining Brunswick, Mr. Chung was an executive at Emerson Electric. Mr. Chung currently serves on the board of Littelfuse, where he serves as the Chairman of the Compensation Committee and as a member of the Nominating and Governance and the Technology Committees. Mr. Chung also serves on the board of Airgain, where he serves as a member of the Audit Committee. Mr. Chung holds an MBA from Duke University'sUniversity’s Fuqua School of Business, an MS in Computer Science from North Carolina State University, and a BS in Electrical Engineering from the University of Texas at Austin. We believe Mr. Chung'sChung’s substantial experience in the boating industry and other industries, his leadership and strategic skills and his expertise in technology enable him to play a key role in all matters involving our Board and makes him well qualified to serve as a member of our Board.

Terry McNew—Mr. McNew was appointed President and Chief Executive Officer of MasterCraft in 2012. Mr. McNew has over 30 years of experience in the boating industry with executive roles at both Brunswick Corp. and Correct Craft. Mr. McNew served as President and Chief Executive Officer of Correct Craft from 2004 to 2006. He served as Executive Vice President of Brunswick Corp’s Recreational Boat Group prior to joining us, where he was in charge of manufacturing, product development, and engineering and quality systems. Prior to these roles, Mr. McNew held senior positions at Sea Ray Boat Group, starting there in 1988 as a laminator and chop gun operator and ultimately leading manufacturing and product development and environmental teams. Mr. McNew currently serves on the boards of directors of West Marine and the National Marine Manufacturers Association Boat Manufacturers Division. In addition, Mr. McNew is a member of the SEC Small Business Capital Formation Advisory Committee. Mr. McNew received his B.S. in Business Administration and Economics from the University of Central Florida-College of Business Administration in 1986 and is certified as a Six Sigma Black Belt from the University of Tennessee. Mr. McNew brings to the Company more than two decades of extensive knowledge of the boating industry as well as leadership and operational skills, which we believe qualify him to serve as our President, Chief Executive Officer and a member of our Board.

Frederick A. Brightbill—Mr. Brightbill has served as a member of our Board since 2009 and as the chairman of our Board since July 2015. Mr. Brightbill has served as a Principal of Brightbill Advisors, a management consulting firm, since 2009 and previously served as Principal at Vantage Development and JB Acquisitions. Prior to that he served as President of the Aluminum Boat Group at Brunswick Corporation and in various leadership roles at Mercury Marine, including President of the Outboard Business Unit and Integrated Operations Division. Mr. Brightbill has served on many private company boards and has held a variety of leadership positions, including President and CFO. Mr. Brightbill graduated with a B.S. in Finance from the University of Illinois at Urbana Champaign and received his M.B.A. from the University of Chicago. We believe Mr. Brightbill’s experience in the boating industry as well as his leadership and operational skills enable him to play a key role in all matters involving our Board of Directors and makes him well qualified to serve as a member of our Board.

W. Patrick Battle—Mr. Battle has served as a member of our Board since May 2017. Since 2010, Mr. Battle has been the Managing Partner of Stillwater Family Holdings and was instrumental in launching Experience and Fermata Partners. Mr. Battle served as Chairman of IMG College from 2007 until 2011, following the acquisition of The Collegiate Licensing Company (CLC) by IMG Worldwide. Under his leadership, IMG College became the leader in developing and managing integrated licensing, marketing, and multimedia rights programs for more than 200 U.S. universities, conferences, bowls, and the NCAA. Prior to joining IMG in 2007, Mr. Battle was the President and Chief Executive Officer of CLC, where he worked since 1984. Mr. Battle has served on the board of Acuity Brands, Inc. since 2014 and is currently a member of Acuity’s Compensation Committee and Governance Committee. Mr. Battle graduated from Georgia State University with a B.A. in Marketing. We believe Mr. Battle’s operational, strategic, and marketing expertise gained through senior leadership positions qualifies him to play a key role in all matters involving our Board and make him well qualified to serve as a member of our Board.

PROPOSAL 2—APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS

Our Certificate of Incorporation currently provides for a classified Board divided into three classes of directors, with each class elected for staggered three-year terms. We instituted this structure at the time of our initial public offering to provide us with stability and continuity and encourage a long-term perspective from our Board.

In evaluating the continuation of the classified Board, we considered arguments in favor of and against declassification. While we believe that the continuity and long-term perspectives associated with a classified Board are important considerations, there are many potential advantages to declassification of the Board, including the ability of stockholders to evaluate directors annually. Annually elected boards are perceived by many institutional stockholders as increasing the accountability of directors to such stockholders. After carefully weighing these considerations, we determined it is in the best interests of the Company and our stockholders to amend our Certificate of Incorporation to declassify the Board. This will result in a fully declassified Board by the 2022 Annual Meeting.

The proposed amendment to the Certificate of Incorporation would eliminate the classification of our Board over a three-year period beginning at the 2020 Annual Meeting as follows:

The proposed amendment would not affect the existing terms of our directors, and the directors who are nominated for election at the Annual Meeting will still be elected for three-year terms, even if the proposed amendment is approved. The proposed amendment would not change the present number of directors or the Board’s authority to change that number and to fill any vacancies or newly created directorships.

Under Delaware law, directors of companies that have a classified board of directors may be removed only for cause, unless the Certificate of Incorporation provides otherwise. Delaware law provides that directors of companies that do not have a classified board of directors may be removed with or without cause. Accordingly, if the proposed amendment is approved, any director elected at or after the Annual Meeting may be removed from office for any reason, with or without cause, by the affirmative vote of the holders of a majority of our outstanding shares of common stock entitled to vote in an election of directors.

The proposed amendment to the Certificate of Incorporation described in this proposal is attached to this Proxy Statement as Appendix A. The proposed amendment would become effective upon the filing of a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware, which we would file promptly following the 2019 Annual Meeting of Stockholders if our stockholders approve the proposed amendment. The affirmative vote of the holders of a majority of our outstanding shares of common stock entitled to vote on the record date is required to approve this proposed amendment. If our stockholders approve the proposed amendment to the Certificate of Incorporation, the Board will make certain conforming changes to our Bylaws.

This Proposal 2 is separate from, and is not conditioned on, the approval of Proposal 3 (Approval of Amendment to Certificate of Incorporation to Eliminate Supermajority Voting). Your vote on Proposal 3 does not affect your vote on Proposal 2. You can vote FOR, AGAINST, or ABSTAIN from voting on either of these proposals.

The Board recommends that you vote FOR approval of the proposal to amend the Certificate of Incorporation to declassify the Board of Directors.

PROPOSAL 3—APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING

Our Certificate of Incorporation provides that certain amendments to provisions of the Certificate of Incorporation require the affirmative vote of holders oftwo-thirds (66²/₃%) or more of our outstanding shares of common stock entitled to vote in an election of directors. We refer to this voting standard as the “Supermajority Vote.”

Specifically, our Certificate of Incorporation provides that any amendment to the provisions governing special meetings of stockholders and stockholder voting by written consent must be approved by a Supermajority Vote. We established the Supermajority Vote provision at the time of our initial public offering to protect the interests of our stockholders by ensuring that fundamental changes to our Certificate of Incorporation have the support of a broad consensus of all stockholders.

After considering the advantages and disadvantages of the Supermajority Vote provision, including through dialogue with our stockholders, review of current governance best practices and reflection on the Board’s determination in July 2019 to remove the supermajority voting standard in our Bylaws for stockholder Bylaw amendments, the Board has determined it is in the best interests of the Company and our stockholders to amend our Certificate of Incorporation to eliminate the Supermajority Vote.

If approved, future stockholder-approved amendments to the provisions of our Certificate of Incorporation governing special meetings of stockholders and stockholder voting by written consent would not be subject to a Supermajority Vote and would instead require the affirmative vote of a majority of our outstanding shares of common stock entitled to vote at any annual or special meeting of stockholders.

The proposed amendment to the Certificate of Incorporation described in this proposal is attached to this Proxy Statement as Appendix A. The proposed amendment would become effective upon the filing of a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware, which we would file promptly following the 2019 Annual Meeting of Stockholders if our stockholders approve the proposed amendment. The affirmative vote of the holders of a supermajority (66²/₃%) of our outstanding shares of common stock entitled to vote on the record date is required to approve this proposed amendment.

This Proposal 3 is separate from, and is not conditioned on, the approval of Proposal 2 (Approval of Amendment to Certificate of Incorporation to Declassify the Board of Directors). Your vote on Proposal 2 does not affect your vote on Proposal 3. You can vote FOR, AGAINST, or ABSTAIN from voting on either of these proposals.

The Board recommends that you vote FOR approval of the proposal to amend the Certificate of Incorporation to eliminate the Supermajority Vote.

ENVIRONMENTAL AND SOCIAL

As a manufacturer of recreational powerboats meant to be used and enjoyed outdoors on the water, we recognize the importance of social and environmental responsibility and global sustainability. Over the past several years, we have undertaken initiatives to reduce our environmental impact, ensure a healthy and safe workplace for our employees, and act as good corporate citizens in the communities we serve, including:

Our continued commitment is making the best products in the best way possible. But we can always do better. We will continue to approach these areas of opportunity and undertake broader, organization-wide sustainability initiatives related to all boating operations, setting forth long-term goals for energy use, the environment, our products, and employee health and safety across our portfolio of brands. We will hold ourselves accountable to the highest standards, striving for reductions in energy usage at all of our facilities, minimizing our environmental footprint, developing the safest and most sustainable products in the boating marketplace, all while keeping the safety and well-being of our employees at the forefront of everything we do.

To learn more about our sustainability program, see our website at www.mastercraft.com/makingboatingbetter.

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CORPORATE GOVERNANCE

Stockholder Outreach and Engagement

        InAs we have done in prior years, in the summer of 2019, we reached out to holders representing approximately 61% of our outstanding common stock in order to betterfurther understand our investors'investors’ views regarding corporate governance matters and our executive compensation programs, in late 2017 and early 2018, we reached out to holders representing approximately 62% of our outstanding common stock.programs. As a result of this outreach, we had conversations with holders representing approximately 24%30% of our outstanding common stock, with a number of additional holders declining our invitation as they did not have any concerns with our current corporate governance or executive compensation practices. The calls were led by Fredrick A. Brightbill, our ChairpersonChairman of the Board and Chairman of the Nominating and Governance Committee, and Peter G. Leemputte, Chairman of our Compensation Committee.Committee, and Timothy M. Oxley, our Chief Financial Officer.

In connection with this outreach, we discussed matters such as the Company'sCompany’s evolution, the Board'sBoard’s perspective on corporate governance and executive compensation matters, how our investors view such topics, and investor feedback regarding the Company'sCompany’s specific corporate governance and executive compensation practices. Our stockholders provided candid, constructive feedback, highlighting their specific views regarding various governance practices and other matters. We

As discussed in the “Proxy Statement Summary—Governance Evolution” section of this Proxy Statement, this past year, we have consideredmade a number of changes to our governance structure that we believe align with the feedback expressed bybest interests of our Company and our stockholders. Set forth below are the changes we have made to our governance practices in the past year, as well as governance-related proposals we are recommending our stockholders and have taken, and expect to take, certain actions as a result thereof. Further, we will continue to take stockholder feedback into consideration when future decisions are made with respect to corporateadopt at the Annual Meeting. We feel that these changes represent significant steps toward enhancing our governance matters and executive compensation.practices.

Board Composition and Director Independence

Composition

Our amended and restated bylawsBylaws provide that our Board of Directors shall consist of such number of directors as determined from time to time by resolution adopted by a majority of the total number of directors then in office. OurEffective upon the election of Ms. Baumgarten to the Board of Directorsin October 2018, our Board currently consists of seveneight members, W. Patrick Battle, Jaclyn Baumgarten, Frederick A. Brightbill, Donald C. Campion, TJ Chung, Roch Lambert, Peter G. Leemputte and Terry McNew. Our amended and restated certificateCertificate of incorporationIncorporation provides that our Board of Directors is divided into three classes, with each director serving athree-year term. If approved by our stockholders at the Annual Meeting, the proposed amendment to our Certificate of Incorporation to declassify the Board would eliminate the classification of the Board over a three-year period beginning at the 2020 Annual Meeting. Any director to be elected after the Annual Meeting would be elected for aone-yearterm. Our Board would be fully declassified by the 2022 Annual Meeting.

Following their initial terms, each class of directorsdirector may be elected for an additional three-yearone-year term. OurDelaware law provides that directors of companies that do not have a classified board may be removed onlywith or without cause. Accordingly, if the proposed amendment is approved, any director elected at or after the 2019 Annual Meeting may be removed from office for any reason, with or without cause, by the affirmative vote of at least 66²/3%the holders of a majority of our then outstanding shares of common stock and only for cause.entitled to vote in an election of directors.

Independence

We follow the director independence standards set forth in The Nasdaq Stock Market, or NASDAQ, corporate governance standards and the federal securities laws.

The Board of Directors reviewed and analyzed the independence of each director and director nominee. The purpose of the review was to determine whether any particular relationships or transactions involving directors or their affiliates or immediate family members were inconsistent with a determination that the director is independent for purposes of serving on the Board of Directors and its committees. During this review, the Board of Directors examined whether there were any transactions and/or relationships between directors or their affiliates or immediate family members and the Company and the substance of any such transactions or relationships.

As a result of this review, our Board of Directors has determined that Messrs.Mr. Battle, Ms. Baumgarten, Mr. Brightbill, Mr. Campion, Mr. Chung, Mr. Lambert and Mr. Leemputte and are independent, as defined under the rules of NASDAQ and meet the requirements set forth in our director independence guidelines. The members of our Nominating and Corporate Governance Committee are Messrs. Brightbill, Battle and Lambert. The members of our Compensation Committee are Messrs. Leemputte, Campion and Chung. The members of our Strategy Committee are Mr. Battle, Ms. Baumgarten, Mr. Chung and Mr. Lambert. The members of our Audit Committee are Messrs. Campion, Brightbill and Leemputte. Our Board of Directors has determined that Messrs. Campion, Brightbill and Leemputte are independent for Audit Committee purposes, as defined under the rules of NASDAQ.

Director Skills, Qualifications and Experiences

Under the charter of the Nominating and Corporate Governance Committee, the Nominating and Corporate Governance Committee is responsible for determining criteria and qualifications for director nominees to be used in reviewing and selecting director candidates, including those described in the Corporate Governance Guidelines. The Board and the Nominating and Corporate Governance Committee believe that it is important that our directors demonstrate:

The Nominating and Corporate Governance Committee is responsible for recommending to the Board a slate of nominees for election at each annual meeting of stockholders. Nominees may be suggested by directors, members of management, stockholders or, in some cases, by a third-party search firm. The Nominating and Corporate Governance Committee considers a wide range of factors when assessing potential director nominees. This includes consideration of the current composition of the Board, any perceived need for one or more particular areas of expertise, the balance of management and independent directors, the need for committee-specific expertise, the evaluations of other prospective nominees and the qualifications of each potential nominee relative to the attributes, skills and experience described above.

The Board believes that, taken as a whole, it should represent a diverse set of skills, knowledge, experiences and backgrounds appropriate in light of the Company’s needs. In this regard the Board subjectively takes into consideration diversity (with respect to race, gender and national origin) when considering director nominees. The Board does not make any particular weighting of diversity or any other characteristic in evaluating nominees and directors, but considers the diversity in experience, skills and background of each nominee and director wholistically.

Using our director skills matrix as a guide, as well as the results of our annual Board and committee self-assessment process, the Nominating and Corporate Governance Committee evaluates the composition of our Board annually and identifies for consideration by the full Board areas of expertise and other qualities that would complement and enhance our current Board. The diverse set of core competencies represented on our current Board is summarized below:

Seven out of eight directors are independent. The average tenure of our directors is four years. For additional information on each director, see the biographies in the “Proposal 1—Election of Directors” section of this Proxy Statement.

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Board Leadership Structure

Mr. Brightbill has been elected by our Board of Directors to serve as the Chairman of our Board of Directors.Board. Our Chairman provides leadership to ensure that the Board functions in an independent, cohesive fashion.

We believe our Chief Executive Officer should be principally responsible for running the Company, while our Chairman is responsible for running the Board. The Board has considered the time that is required of Mr. McNew as Chief Executive Officer and believes that by having another director serve as Chairman of the Board, Mr. McNew is able to focus his entire energy on running MasterCraft.our Company. Under our Corporate Governance Guidelines and our bylaws,Bylaws, our Chairman'sChairman’s specific responsibilities include to:

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preside over all meetings of the Board of Directors and stockholders;



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appropriate, and as the Board may request. The composition, duties and responsibilities of these committees are described below. The table below sets forth the current membership of each of the committees:

Audit Committee

Our Audit Committee is responsible for, among other things, engaging our independent public accountants, reviewing with the independent public accountants the plans and results of the audit engagement, approving professional services provided by the independent public accountants, reviewing the independence of the independent public accountants, considering the range of audit andnon-audit fees, and reviewing the adequacy of our internal accounting controls.

Our Audit Committee currently consists of Messrs. Campion, Brightbill, and Leemputte, with Mr. Campion serving as chair. Our Board of Directors has affirmatively determined that Messrs. Campion, Brightbill, and Leemputte each meet the definition of "independent director"“independent director” for purposes of serving on the Audit Committee underRule 10A-3 and NASDAQ rules. In addition, our Board of Directors has determined that each Audit Committee member is "financially literate"“financially literate” and that Messrs. Campion and Leemputte each qualify as an "Audit“Audit Committee Financial Expert,"” as such term is defined in Item 407(d)(5) ofRegulation S-K.

Our Board of Directors has adopted a written charter for the Audit Committee. The Audit Committee held eight11 meetings during the 20182019 fiscal year.

Compensation Committee

Our Compensation Committee is responsible for determining compensation for our most highly paid employees and administering our other compensation programs. The Compensation Committee is also charged with establishing, periodicallyre-evaluating and, where appropriate, adjusting and administering policies concerning compensation of management personnel.

Our Compensation Committee consists of Messrs. Leemputte, Campion, and Chung, with Mr. Leemputte serving as chair. Our Board of Directors has affirmatively determined that Messrs. Leemputte, Campion, and Chung each meet the definition of "independent director"“independent director” for purposes of serving on a Compensation Committee under NASDAQ rules.

Our Board of Directors has adopted a written charter for the Compensation Committee. The Compensation Committee held threeseven meetings during the 20182019 fiscal year.

Our Nominating and Corporate Governance Committee consists of Messrs. Brightbill, Battle and Lambert, with Mr. Brightbill serving as chair. Our Board of Directors has affirmatively determined that Messrs. Brightbill, Battle and Lambert each meet the definition of "independent director"“independent director” for purposes of serving on a Nominating and Corporate Governance Committee under NASDAQ rules.

Our Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee held foursix meetings during the 20182019 fiscal year.

Strategy Committee

Our Strategy Committee is responsible for overseeing the Company’s ongoing strategic planning initiatives. The Strategy Committee’s primary activities include the development and refinement of a strategic plan that identifies long-term goals and business objectives deemed to be in the Company’s best interests. The Strategy Committee is also charged with advising the Company’s executive officers in the identification of significant issues and opportunities facing the Company, assisting such officers with prioritization and growth initiatives and monitoring the progress of the implementation of the strategic plans. The Committee also helps our executive officers to identify short-term goals and objectives for the Company’s annual performance.

Our Strategy Committee consists of Mr. Battle, Ms. Baumgarten, Mr. Chung and Mr. Lambert, with Mr. Battle serving as chair.

Risk Oversight

Our Board of Directors is responsible for overseeing our risk management. The Board focuses on our general risk management strategy and the most significant risks facing us, and ensures that appropriate risk mitigation strategies are implemented by management. The Board is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

Our Board has delegated to the Audit Committee responsibility with respect to risk assessment and risk management. Pursuant to its charter, the Audit Committee discusses with management and the Company'sCompany’s independent auditor the Company'sCompany’s policies with respect to risk assessment and risk management, the Company'sCompany’s significant financial risk exposures and the actions management has taken to limit, monitor or control such exposures. Our other committees of the Board committees will also consider and address risk as they perform their respective committee responsibilities. All committees will report to the full Board as appropriate, including when a matter rises to the level of a material or enterprise level risk.

Our management is responsible forday-to-day risk management. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels. We believe that the leadership structure of our Board of Directors supports its effective oversight of the Company'sCompany’s risk management.

Director Resignation Policy

In July 2019, upon recommendation by the Nominating and Corporate Governance Committee, our Board amended our Corporate Governance Guidelines to provide that, in an uncontested election of directors, an incumbent director who fails to receive the affirmative vote of a majority of the votes cast must promptly tender an irrevocable offer of resignation to the Board. The Board, upon recommendation by the Nominating and Corporate Governance Committee, will then consider a number of factors in determining whether to accept or reject the resignation, including the director’s contributions to the Company and the reasons he or she did not obtain the requisite stockholder vote.

Committee Charters and Corporate Governance Guidelines

The charters of each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee and the Strategy Committee and our Corporate Governance Guidelines may be accessed on our website atwww.mastercraft.com by clicking on the Investors link, followed by the Governance link, and are available in print upon request from our Corporate Secretary.

Codes of Ethics and Conduct

We have a Code of Ethics and Conduct, which is applicable to all directors and employees, including our executive and financial officers. The Code of Ethics and Conduct is available on our website atwww.mastercraft.com by clicking on the Investors link, followed by the Governance link, and is available in print upon request from our Corporate Secretary. Any amendments to, or waivers of, the Code of Ethics and Conduct will be disclosed on our website promptly following the date of such amendment or waiver.

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Selection of Director Nominees

General Criteria and Process

It is the Nominating and Corporate Governance Committee'sCommittee’s responsibility to review and recommend to the Board a slate of Directors nominees for director for election at each annual meeting of stockholders and to identify one or more candidates to fill any vacancies that may occur on the Board. In developing recommendations for new director candidates, the Nominating and Corporate Governance Committee identifies potential individuals whose qualifications and skills reflect those desired by the Board, of Directors. and evaluates and recommends to the Board all nominees for board membership as specified in the committee’s charter.

As expressed in our Corporate Governance Guidelines and discussed in the “Corporate Governance—Board Composition and Director Independence—Director Skills, Qualifications and Experiences” section of this Proxy Statement,” we do not set specific criteria for directors, but the Company seeks to align the composition of the Board composition with the Company'sCompany’s strategic direction so that the Board membersdirectors bring skills, experience and backgrounds that are relevant to the key strategic and operational issues that they will oversee and approve. Directors are selected for their integrity, ethics, seasoned judgment, breadth of experience, diversity, insight, knowledge and business acumen.acumen, among other things. Leadership skills and executive experience, expertise in recreational boating or vehicles, dealer network knowledge, familiarity with issues affecting global businesses, financial and accounting knowledge, prior experience in the Company'sCompany’s geographic markets, expertise in operations, strategic planning and marketing expertise, among others, may also be among the relevant selection criteria. The Nominating and Corporate Governance Committee also believes that directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serve on the Board for an extended period of time. In addition, the Company strives to maintain a Board of Directors that reflects passion and commitment to MasterCraft.the Company. These criteria will vary over time depending on the needs of the Board of Directors. Accordingly, the Board of Directors may adopt new criteria and amend or abandon existing criteria as and when it determines such action to be appropriate.Board.

        Under the charter of the Nominating and Corporate Governance Committee, the Nominating and Corporate Governance Committee is responsible for determining criteria and qualifications for Board nominees to be used in reviewing and selecting director candidates, including those described in the Corporate Governance Guidelines.

For each of the nominees to the Board, of Directors, the biographies included in this Proxy Statement highlight the experiences and qualifications that were among the most important to the Nominating and Corporate Governance Committee in concluding that the nominee should serve as a director. The Nominating and Corporate Governance Committee also believes that directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serve on the Board of Directors for an extended period of time.

        In developing recommendations for new director candidates, the Nominating and Corporate Governance Committee identifies potential individuals whose qualifications and skills reflect those desired by the Board of Directors, and evaluates and recommends to the Board of Directors all nominees for Board membership as specified in the committee's charter.

Stockholder Recommendation of Candidates for Director

Stockholders wishing to recommend candidates to be nominated for election to the Company'sCompany’s Board of Directors may do so by sending to the attention of the Company'sour Corporate Secretary at the address provided in this Proxy Statement a statement setting forth the information required by the advance notice provision in the Company's bylaws.our Bylaws. Stockholder recommendations provided to the Company'sour Corporate Secretary will be considered and evaluated by the Nominating and Corporate Governance Committee in the same manner as candidates recommended from other sources.

For information regarding stockholder nominations of directors and stockholder proposals, please see the "Next“Next Annual Meeting—Stockholder Proposals"Proposals” section of this Proxy Statement.

Meetings of the Board of Directors

During the fiscal year ended June 30, 2018,2019, the Board of Directors met thirteenseven times. All of our directors attended 100%at least 75% (the threshold for disclosure under SEC rules) of the total meetings held by the Board of Directors and any committee on which the director served during the period of the fiscal year that the director was a member of the Board. We expect that each continuing director will attend the Annual Meeting of stockholders, absent a valid reason.

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Executive Sessions ofNon-Management Directors

The independent directors meetmet in executive session, without anynon-independent directors or members of management present, at least twice each year.six times during fiscal 2019.

Compensation Committee Interlocks and Insider Participation

The directors serving on the Compensation Committee of the Board of Directors during the fiscal year ended June 30, 20182019 were Peter G. Leemputte (Chairman), Donald C. Campion and TJ Chung. None of these individuals is or has at any time during the past year been an officer or employee of ours. During the 20182019 fiscal year, none of our executive officers served as a director of any corporation for which any of these individuals served as an executive officer and there were no other Compensation Committee interlocks or relationships with the companies with which these individuals or our other directors are affiliated.

Communications with the Board of Directors

Any interested parties who have concerns that they wish to make known to the Company's Company’snon-management directors, should send any such communication to the Board of Directors as a group or thenon-management directors as a group in care of the Company'sCompany’s registered office at 100 Cherokee Cove Drive, Vonore, Tennessee 37885 to the attention of theour Corporate Secretary or send an email to the Board of Directors as a group or thenon-management directors as a group at a specified email address provided by the Company on our website. TheOur Corporate Secretary shall review all written and emailed correspondence received from stockholders and other interested parties and forward such correspondence periodically to the directors. Advertisements, solicitations for business, requests for employment, requests for contributions or other inappropriate material will not be forwarded to the directors.

Director Compensation

The following table sets forth information concerning the fiscal year 20182019 compensation of ournon-employee directors that served during the period from July 1, 20172018 through June 30, 2018:2019: