Filing Summary
Business Context and Reporting Period
Leslie’s, Inc. filed this Form 8-K on March 18, 2022, reporting matters from its annual meeting of shareholders held on March 17, 2022. The filing does not report operating or financial results.
Shareholder Votes and Corporate Actions
| Proposal | Result | Vote Summary |
|---|---|---|
| Election of Class I directors | Approved | Michael R. Egeck: 106,835,685 for; Yolanda Daniel: 105,802,698 for; Eric Kufel: 97,437,721 for. Each director received a three-year term expiring at the 2025 annual meeting. |
| Ratification of Ernst & Young LLP | Approved | 170,510,067 for; 3,516,436 against; 44,069 abstentions. |
| Named executive officer compensation | Approved on a non-binding advisory basis | 165,786,980 for; 4,028,422 against; 95,101 abstentions; 4,160,069 broker non-votes. |
| Frequency of future compensation votes | Annual vote selected | One year: 169,742,713; two years: 6,167; three years: 110,180; 51,443 abstentions; 4,160,069 broker non-votes. |
Financial Metrics, Liquidity, Debt, and Cash Flow
The filing text does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics.
Material Changes, Outlook, and Risks
- The company will include a non-binding advisory vote on named executive officer compensation every year, consistent with the Board’s recommendation.
- In response to the director-election vote, the Board intends to consider declaring advisable and submitting at the 2023 annual meeting an amendment to the Amended and Restated Certificate of Incorporation that would subject the classified board structure to a five-year sunset.
- The proposed classified-board amendment is only an intended future action; the filing does not state that the amendment has been approved or submitted.
- No management guidance, financial outlook, contingencies, or unusual financial items are disclosed.
Investor Verification Checklist
- Verify the final terms and shareholder approval status of any proposed classified-board sunset amendment at the 2023 annual meeting.
- Confirm the directors’ terms and subsequent board composition.
- Review future annual meeting materials for the annual say-on-pay vote and related voting results.
- Consult the company’s periodic financial filings for financial performance, liquidity, debt, and outlook information not included in this 8-K.