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): March 17, 2022 |
LESLIE’S, INC.
(Exact name of Registrant as Specified in Its Charter)
| | | | |
Delaware | 001-39667 | 20-8397425 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | | | |
2005 East Indian School Road | |
Phoenix, Arizona | | 85016 |
(Address of Principal Executive Offices) | | (Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: (602) 366-3999 |
(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:
☐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:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
|
Common stock, par value $0.001 per share | | LESL | | The NASDAQ Global Select 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 5.07 Submission of Matters to a Vote of Security Holders.
On March 17, 2022, Leslie’s, Inc. (the “Company”) held its 2022 annual meeting of shareholders (the “2022 Annual Meeting”). At the 2022 Annual Meeting, shareholders (i) approved the election of three Class I directors, each to serve for a three-year term expiring at the Company’s 2025 annual meeting of shareholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal; (ii) ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending October 1, 2022; (iii) approved on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers; and (iv) approved on a non-binding, advisory basis, a frequency of one year for future non-binding, advisory votes to approve the compensation paid to the Company’s named executive officers.
Set forth below are the votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes, as to each item of business at the 2022 Annual Meeting, as applicable:
(1) Election of Class I Directors
| | | | | | |
Director Nominee | | For | | Withheld | | Broker Non-Votes |
Michael R. Egeck | | 106,835,685 | | 63,074,818 | | 4,160,069 |
Yolanda Daniel | | 105,802,698 | | 64,107,805 | | 4,160,069 |
Eric Kufel | | 97,437,721 | | 72,472,782 | | 4,160,069 |
(2) Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022.
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
170,510,067 | | 3,516,436 | | 44,069 | | — |
(3) Non-binding, advisory vote to approve named executive officer compensation.
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
165,786,980 | | 4,028,422 | | 95,101 | | 4,160,069 |
(4) Non-binding, advisory vote to approve the frequency of future non-binding, advisory votes to approve named executive officer compensation.
| | | | | | | | |
1 Year | | 2 Years | | 3 Years | | Abstain | | Broker Non-Votes |
169,742,713 | | 6,167 | | 110,180 | | 51,443 | | 4,160,069 |
The Company has decided, going forward, to include a non-binding, advisory vote to approve the compensation of the Company’s named executive officers every year, consistent with the Company’s Board of Directors’ (the “Board”) recommendation to shareholders.
In response to the shareholder vote with respect to the election of directors at the 2022 Annual Meeting, the Board intends to consider declaring advisable and submitting for shareholder vote an amendment to the Company’s Amended and Restated Certificate of Incorporation at its 2023 Annual Meeting of Shareholders that would subject its classified board structure to a 5-year sunset.
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.
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| LESLIE’S, INC. |
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| By: | | /s/ Steven M. Weddell |
| Name: | | Steven M. Weddell |
| Title: | | Executive Vice President and Chief Financial Officer |
Date: March 18, 2022
