Latham Group, Inc. Form 8-K Summary
Business Context and Reporting Period
Latham Group, Inc. filed a Form 8-K reporting board changes. The report identifies March 29, 2023 as the earliest event date; the appointments described below became effective March 30, 2023, and the related press release was issued March 31, 2023. Latham’s common stock trades on Nasdaq under the symbol SWIM.
Financial and Operating Metrics
This filing does not report revenue, profit, cash flow, margins, debt, liquidity, or other financial performance metrics.
Material Changes
- Dane L. Derbyshire resigned immediately as a Class III director and member of the Nominating and Corporate Governance Committee in connection with his departure from Pamplona Capital Management.
- The filing states that Mr. Derbyshire’s resignation was not due to any disagreement with management or the Board concerning the Company’s operations, policies, or practices.
- Brian Pratt was appointed as a Class III director and member of the Nominating and Corporate Governance Committee to fill the vacancy. He is a director designee of Pamplona under the Stockholders Agreement and will not receive non-employee director compensation. The Board determined that he is independent.
- DeLu Jackson was appointed as a Class I director to fill an existing vacancy following the departure of a Class I director in July 2022. He was also appointed to the Audit Committee, replacing Suzan Morno-Wade, and the Nominating and Corporate Governance Committee, replacing Alex Hawkinson.
- The Board determined that Mr. Jackson is independent and satisfies applicable requirements for Audit Committee service. He will receive compensation under the Company’s Non-Employee Director Compensation Plan.
Guidance, Risks, and Other Items
The filing provides no financial guidance, outlook, material contingency, or operating risk update. Both appointees will enter into the Company’s standard director indemnity agreement. Mr. Pratt has professional ties to Pamplona, while the filing states that Mr. Jackson has no material related-party transaction requiring disclosure under Item 404(a) of Regulation S-K.
Investor Verification Points
- Confirm the effective dates of the resignation and appointments, including the distinction between the March 29 earliest event date, March 30 appointments, and March 31 filing-related press release.
- Review the Company’s Stockholders Agreement for Pamplona’s director designation rights and any related governance implications.
- Verify the resulting Board and committee composition, particularly Audit Committee membership and independence.
- Review the referenced 2023 proxy statement and Exhibit 99 for additional disclosures concerning director relationships and compensation.