Hayward Holdings, Inc. current report, 19 May 2022

Hayward Holdings, Inc. 2022 Annual Meeting

Filing date: May 19, 2022. The Form 8-K reports the results of the Company’s 2022 Annual Meeting of Stockholders held on that date. The filing contains voting results only and does not provide operating or financial-period results.

Voting Results

  • Election of directors: Christopher Bertrand, Greg Brenneman, and Ed Ward were each elected for terms expiring at the 2025 annual meeting by a plurality of votes cast.
  • Advisory vote frequency on executive compensation: Stockholders overwhelmingly recommended annual votes, with 219,907,444 votes for every year, compared with 3,867 for every two years and 27,355 for every three years. The Board determined that advisory compensation votes will be held annually beginning with the vote required at the 2024 annual meeting, until a subsequent frequency vote or Board determination changes the approach.
  • Auditor ratification: Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022, with 221,318,212 votes for, 1,380,989 against, and 66,049 abstentions.

Financial Metrics and Material Changes

The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other operating and financial metrics. It does not report a material change in the Company’s financial condition or operations.

Risks, Contingencies, and Unusual Items

No new risks, contingencies, unusual items, or management outlook were disclosed. The principal governance development is the Board’s decision to follow the stockholder recommendation for annual advisory votes on executive compensation beginning in 2024.

Investor Verification Items

  • Verify the elected directors’ terms and any subsequent changes to Board composition.
  • Confirm implementation of annual “say-on-pay” frequency votes beginning with the 2024 annual meeting.
  • Review subsequent filings for the results of executive compensation advisory votes and any changes in the independent auditor.
  • Consult the Company’s periodic financial filings for operating performance, liquidity, leverage, and outlook information not included in this 8-K.