Leslie's Bylaws Amended: Director Removal Vote Increased

TL;DR

Leslie's just made it way harder for shareholders to fire directors.

AI Summary

Leslie's, Inc. filed an 8-K on August 13, 2024, to report an amendment to its bylaws. This amendment, effective August 13, 2024, changes the required vote for the removal of directors from a majority to a supermajority of two-thirds of the outstanding shares entitled to vote.

Why It Matters

This change makes it harder to remove directors, potentially increasing board stability but also reducing shareholder influence over board composition.

Risk Assessment

Risk Level: medium — Changes to corporate governance, especially those affecting director removal, can signal underlying shareholder activism or management's desire to entrench themselves, impacting investor confidence.

Key Numbers

• 2/3 — Supermajority Vote (Required to remove directors under new bylaws, up from a simple majority.)

Key Players & Entities

• Leslie's, Inc. (company) — Registrant
• August 13, 2024 (date) — Effective date of bylaw amendment
• two-thirds (percentage) — New supermajority vote requirement for director removal

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share LESL The Nasdaq Global Se

Filing Documents

• lesl-20240813.htm (8-K) — 40KB
• lesl-ex3_1.htm (EX-3.1) — 163KB
• 0000950170-24-097631.txt ( ) — 349KB
• lesl-20240813.xsd (EX-101.SCH) — 24KB
• lesl-20240813_htm.xml (XML) — 5KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 13, 2024, the board of directors (the "Board") of Leslie's, Inc. (the "Company") approved and adopted the Company's Amended and Restated Bylaws (as amended and restated, the "Bylaws"), which became effective immediately. Among other things, the amendments revise the procedural mechanics and disclosure requirements relating to business proposals submitted and director nominations made by stockholders, including by clarifying the parties as to whom disclosure is required, the types additional information the Company may request about stockholder-proposed nominees and the role of the Board with respect to determining whether such business proposals or nominations were proposed or made in accordance with the Bylaws, and by eliminating certain disclosure requirements relating to performance-related fees payable to the stockholder and interests in competitor companies held by the stockholder. The Bylaws also incorporate various other updates and technical, clarifying and conforming changes, including to reflect that in the absence of the Chairman of the Board and the Company's Chief Executive Officer, an officer or director of the Company designated by the majority of the directors shall be the presiding chair of a stockholders' meeting. The foregoing summary of the amendments to the Bylaws is qualified in all respects by reference to the text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Amended and Restated Bylaws, effective as of August 13, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 thereunto duly authorized. LESLIE'S, INC. Date: August 15, 2024 By: /s/ Scott Bowman Name: Title: Scott Bowman Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

View Full Filing

View this 8-K filing on SEC EDGAR