Leslie's Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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.
As described under Item 5.07 of this Current Repot on Form 8-K, on March 12, 2025, the stockholders of Leslie's, Inc. (the "Company") approved the Company's Seventh Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"), which permits the removal of directors without cause as of the 2027 annual meeting of stockholders of the Company (the "Annual Meeting") and provides for the exculpation from liability for certain officers of the Company to the fullest extent permitted by Delaware law. On the same day, to effect such amendments, the Company filed the Certificate of Incorporation with the Secretary of State of the State of Delaware, which became effective upon its filing. The Certificate of Incorporation is filed herewith as Exhibit 3.1, and is incorporated herein by reference. The terms of the Certificate of Incorporation are further described in Appendix 1 to our Definitive Proxy Statement filed on January 27, 2025 (the “Proxy Statement”), which is incorporated herein by reference. The Certificate of Incorporation that reflects the approved amendments is filed as Exhibit 3.1 to this Current Report on Form 8-K and is further incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 12, 2025, the Company held its 2025 annual meeting of stockholders (the "2025 Annual Meeting"). At the 2025 Annual Meeting, shareholders: (i) approved the (a) election of three Class I directors, each to serve for a two-year term expiring at the 2027 Annual Meeting and until their successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal; and (b) approved the election of one Class II Directors, to serve for a one-year term expiring at the Company’s 2026 annual meeting of shareholders (the "2026 Annual Meeting") and until her successor is duly elected and qualified, or until her earlier death, resignation, retirement, disqualification or removal; (ii) ratified the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending October 4, 2025; (iii) approved on a non-binding basis, advisory basis, the compensation paid to the Company's named executive officers; and (iv) approved the adoption of the Seventh Amendment and Restated Certificate of Incorporation, including; (a) adoption of the Removal Amendment (as defined in the Proxy Statement), permitting the removal of directors with or without cause as of the 2027 Annual Meeting and (b) approved the adoption of the Exculpation Amendment (as defined in the proxy statement), limiting the liability of certain Company 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 2025 Annual Meeting, as applicable:
(1) Election of three Class I director nominees and one Class II director nominee:
(1.01 - 1.03) Class I Nominees
Director Nominee |
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For |
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Withheld |
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Broker Non-Votes |
Yolanda Daniel |
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100,636,610 |
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51,808,000 |
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7,739,626 |
Jason McDonell |
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152,195,849 |
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248,761 |
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7,739,626 |
Maile Naylor |
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152,239,429 |
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205,181 |
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7,739,626 |
(1.04) Class II Nominee
Director Nominee |
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For |
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Withheld |
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Broker Non-Votes |
Lorna Nagler |
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152,191,878 |
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252,732 |
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7,739,626 |
(2) Ratification of selection of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for 2025.
For |
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Against |
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Abstain |
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Broker Non-Votes |
158,123,192 |
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2,047,860 |
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13,184 |
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- |
(3) Non-Binding, Advisory Vote to Approve Named Executive Officer Compensation.
For |
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Against |
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Abstain |
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Broker Non-Votes |
149,392,819 |
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2,423,302 |
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628,489 |
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7,739,626 |
(4) Adoption of the Seventh Amended and Restated Certificate of Incorporation of Leslie's, Inc:
(4a) Adoption of the Removal Amendment, permitting the removal of directors with or without cause as of the 2027 Annual Meeting.
For |
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Against |
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Abstain |
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Broker Non-Votes |
150,683,630 |
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1,546,041 |
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214,949 |
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7,739,616 |
(4b) Adoption of the Exculpation Amendment, limiting of certain Company officers.
For |
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Against |
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Abstain |
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Broker Non-Votes |
145,029,313 |
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6,654,655 |
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760,652 |
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7,739,616 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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3.1 |
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Seventh Amended and Restated Certificate of Incorporation, effective as of March 12, 2025 |
104 |
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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 hereunto duly authorized.
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LESLIE’S, INC. |
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By: |
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/s/ Benjamin Lindquist |
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Name: |
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Benjamin Lindquist |
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Title: |
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Senior Vice President, General Counsel & Corporate Secretary |
Date: March 14, 2025