Latham Group, Inc. current report, 25 February 2022

Latham Group, Inc. Form 8-K Summary

Business Context and Reporting Period

Latham Group, Inc. filed a Current Report on Form 8-K dated February 25, 2022, under Item 5.02 regarding changes to its board of directors and committee assignments. The company’s common stock trades on Nasdaq under the symbol SWIM.

Key Financial Metrics

The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other financial metrics.

Material Changes

  • Dane Derbyshire was elected to the board effective February 25, 2022, as a Class III director with a term expiring at the 2024 annual meeting.
  • Mr. Derbyshire was appointed to the Nominating and Corporate Governance Committee.
  • Andrew Singer resigned from the board effective immediately following his resignation as an employee of Pamplona Capital Management. He had served on the Compensation Committee.
  • The filing states that Mr. Singer’s resignation was not due to any disagreement with management or the board concerning the company’s operations, policies, or practices.
  • Mr. Derbyshire was selected pursuant to Pamplona’s right to designate 40% of the board while owning at least 40% but less than 50% of the company’s common stock.

Compensation, Outlook, and Risks

  • Mr. Derbyshire will not receive compensation for board service but will enter into the company’s standard director indemnification agreement.
  • The filing states that Mr. Derbyshire has no material interest in a transaction requiring disclosure under Item 404(a) of Regulation S-K.
  • The filing provides no financial guidance, operating outlook, contingencies, or unusual financial items.

Investor Verification Points

  • Verify the updated board composition and committee assignments in subsequent proxy statements or filings.
  • Monitor Pamplona’s ownership level and related board-designation rights.
  • Confirm whether subsequent filings disclose changes to director compensation, committee composition, or indemnification arrangements.