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): August 13, 2024 |
LESLIE’S, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-39667 | 20-8397425 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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2005 East Indian School Road |
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Phoenix, Arizona |
| 85016 | ||
(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (602) 366-3999 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 13, 2024, the board of directors (the “Board”) of Leslie's, Inc. (the “Company”) approved and adopted the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”), which became effective immediately. Among other things, the amendments revise the procedural mechanics and disclosure requirements relating to business proposals submitted and director nominations made by stockholders, including by clarifying the parties as to whom disclosure is required, the types additional information the Company may request about stockholder-proposed nominees and the role of the Board with respect to determining whether such business proposals or nominations were proposed or made in accordance with the Bylaws, and by eliminating certain disclosure requirements relating to performance-related fees payable to the stockholder and interests in competitor companies held by the stockholder. The Bylaws also incorporate various other updates and technical, clarifying and conforming changes, including to reflect that in the absence of the Chairman of the Board and the Company’s Chief Executive Officer, an officer or director of the Company designated by the majority of the directors shall be the presiding chair of a stockholders’ meeting. The foregoing summary of the amendments to the Bylaws is qualified in all respects by reference to the text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
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3.1 | Amended and Restated Bylaws, effective as of August 13, 2024 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 thereunto duly authorized.
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| LESLIE'S, INC. |
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Date: | August 15, 2024 | By: | /s/ Scott Bowman |
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| Name: Title: | Scott Bowman |