2026

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS AND

PROXY STATEMENT

LETTER FROM THE CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD

Yours Sincerely,				Yours Sincerely,
		John Strain Chairman 2005 East Indian School Road Phoenix, Arizona 85016 January [●], 2026				Jason McDonell Chief Executive Officer 2005 East Indian School Road Phoenix, Arizona 85016 January [●], 2026

Notice of Annual Meeting of Shareholders

VOTING ITEMS

Shareholders will also transact any other business that may be properly presented at the Annual Meeting. This Proxy Statement is first being made available to our shareholders on or about January [●], 2026.

The purpose of the Annual Meeting is to consider and take action on the proposals stated above and more thoroughly discussed in the proxy materials. We are holding the Annual Meeting in a virtual-only format this year. To attend the Annual Meeting online, vote or submit questions during the meeting, shareholders of record will need to go to the meeting website listed above and log in using their 16-digit control number included on their proxy card. Beneficial owners should review these proxy materials and their voting instruction form for how to vote in advance of and how to participate in the Annual Meeting or, otherwise, contact their bank, broker or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the annual meeting.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of shareholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the chair or secretary of the Annual Meeting will convene the meeting at 12:30 p.m. Eastern Time on the date specified above and at the Company’s address specified below solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the Company’s Investor Relations page at https://ir.lesliespool.com/.

We encourage you to review these proxy materials and vote your shares before the Annual Meeting, your vote is important.

By Order of the Board of Directors,

Benjamin Lindquist

Senior Vice President, General Counsel and Corporate Secretary

2005 East Indian School Road

Phoenix, Arizona 85016

January [●], 2026

Whether or not you expect to participate in the virtual annual meeting, please vote as promptly as possible in order to ensure your representation at the annual meeting. You may vote online or, if you requested printed copies of the proxy materials, by telephone or by using the proxy card or voting instruction form provided with the printed proxy materials.

HOW TO VOTE

TABLE OF CONTENTS

Table of Contents

TABLE OF CONTENTS 

 TABLE OF CONTENTS

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

COMPANY OVERVIEW AND BUSINESS STRATEGY

Founded in 1963 by Phil Leslie Jr. in Southern California, the Company today known simply as “Leslie’s” has over six decades of disruptive retail innovation in the $15 billion U.S. pool and spa care industry. Today, we are the largest and most trusted direct-to-consumer brand in our segment, serving residential consumers and pool professionals, and many of the largest commercial property operators in the country. With approximately 950 retail locations, an integrated, digitally forward omnichannel strategy, and a horizontally integrated, nationwide ecosystem under the Leslie’s and In the Swim^® brands, among others, we have built a market-leading share of residential aftermarket product spend, based on 2024 industry analyst reports, and a physical network larger than the sum of our 20 largest competitors. We offer an extensive assortment of professional-grade products, the majority of which are exclusive to Leslie’s, manufacturer certified installation and repair services, and in some markets, weekly pool maintenance services. Our dedicated, knowledgeable team of associates, pool and spa care experts, and experienced service technicians, are passionate about empowering every single Leslie’s customer with the knowledge, products, and solutions necessary to confidently maintain and thoroughly enjoy their pools and spas. The considerable scale of our integrated marketing and distribution ecosystem, which is powered by our direct-to-consumer network, uniquely enables us to efficiently reach and service nearly every pool and spa in the continental United States.

PROXY STATEMENT SUMMARY

We operate primarily in the pool and spa aftermarket industry, a fundamentally attractive category in retail, given its scale, historical predictability, and growth outlook. More than 85% of our product assortment is comprised of non-discretionary products essential to the care of residential and commercial pools and spas. This includes chemicals, new and replacement parts, cleaning and maintenance equipment, safety, recreational, and fitness-related products. We also offer important essential services, such as equipment installation and repair for residential and commercial customers. We have relationships with professional pool operators from major hotel and apartment owners to municipal, county and state governments, all the way to sole proprietors. In addition to a strong consumer and commercial retail and service presence, we operate a wholesale specialty pool and spa parts distribution business, giving us unique access to hard-to-find specialty parts; an integrated manufacturing plant, giving us vertical scale and competitive cost on parts of our chemical assortment; and a regionally located, hub-and-spoke distribution system throughout the continental United States.

We offer complimentary, commercial-grade in-store water testing and analysis via our proprietary AccuBlue^® system, leading to increased consumer engagement, conversion, basket size, and loyalty, resulting in higher lifetime value. Our water treatment expertise is powered by data and intelligence accumulated from the millions of water tests we have performed over the years, positioning us as the most trusted water treatment service provider in the recreational pool and spa industry. We then brought AccuBlue^® direct to pool owners’ backyards with AccuBlue Home^®, a pioneering app-enabled water testing device. These differentiated capabilities allow us to meet the needs of any pool and spa owner, whether they care for their pool or spa themselves or rely on a professional, whenever, wherever, and however they choose to engage with us.

SUSTAINABILITY

Leslie’s strives to make a positive difference for all of our stakeholders – including our customers, associates, shareholders, and the communities we serve. Our business strategy integrates sustainability and efficiency and our fundamental focus is on delivering total solutions for pool and spa owners and our professional customer base. In fact, we believe that supporting the interests of all of our stakeholders is the foundation upon which we can build improved performance and strong financial results.

The actions and accomplishments presented in our annual Sustainability Reports, on our website, demonstrate how we work to prioritize and manage key sustainability risks and opportunities. We believe that by dedicating the necessary attention and resources to internal programs and processes, we can enhance Leslie’s operational and reporting performance.

Sustainability and Social Responsibility

Sustainability and social responsibility oversight has been a focus area for us since we became a public company in October 2020. From the outset, our Board of Directors (“Board”) has set sustainability and social responsibility priorities across our business units and through our management team. The responsibilities of the Board’s Nominating and Corporate Governance Committee include reviewing and monitoring sustainability and social responsibility matters and is reflected in the Committee’s Charter. Our sustainability and social responsibility oversight structure includes:

PROXY STATEMENT SUMMARY

Environmental, Health, and Safety Management

Our highest operational priority is to have Leslie’s products and services offer safe and enjoyable experiences for our customers and associates. We seek to take a preventative and systematic approach to health and safety matters and to instill a culture of safety across the Company. We strive to emphasize and demonstrate our collective responsibility as members of the communities we work in, play in, and serve.

We also believe that our manufacturing and distribution centers, offices, and retail stores, and the logistical decisions we make, each uniquely contribute to our resource use. Over the years, we have endeavored to improve our operational efficiencies by considering ways to enhance our monitoring programs and implement practices that reduce our impact. Leslie’s environmental management approach supports and supplements our compliance efforts by setting and achieving goals to reduce our environmental footprint in a holistic way.

Measures we have undertaken to understand our environmental impact include expanding our environmental monitoring program to include waste and an enhanced list of Scope 3 greenhouse gas (“GHG”) emissions alongside our current water, energy, and Scope 1 and 2 GHG emissions reporting. We aim to continue to align our reporting with leading frameworks including the Sustainable Accounting Standards Board standards and the United Nations Sustainable Development Goals.

Sustainable Products and Supply Chain

We strive to create backyard moments that are safe and enjoyable for people and the planet through the products we offer, the awareness we raise, the partners we engage, and even the packaging practices we apply. By monitoring and setting expectations within our supply chain, we aim to maintain and expand responsible practices throughout our day-to-day operations. In collaboration with our vendor partners, we strive to provide new innovative products that improve energy and water conservation and reduce chemical consumption.

Community Engagement and Water Safety

Each day, we are inspired to serve others through the products we offer and the services we provide. We help dedicated pool owners meet their needs and build lasting backyard memories. We raise awareness and educate the public on proper water safety, and we support and partner with our local and national communities to make a difference in peoples’ lives. Guided by our Philanthropic Council and Charitable Foundation, we give back both in and out of the water.

Leslie’s philanthropic pursuits are guided by four core pillars and their respective pillar partners: (i) water safety and community: YMCA and Boys & Girls Club; (ii) social responsibility: NAACP; (iii) health and wellness: St. Jude Children’s Research Hospital; and (iv) disaster relief: American Red Cross. Leslie’s Philanthropy Council oversees philanthropic programs and Leslie’s Charitable Foundation. Programs Leslie’s has supported include drowning education campaigns with the American Red Cross and Boys & Girls Club, an annual charity dinner with St. Jude Children’s Hospital, a sickle-cell awareness blood drive and disaster relief support for local communities.

HUMAN CAPITAL MANAGEMENT

As of October 4, 2025, we employed approximately 3,790 employees. Of these employees, approximately 2,990 work within our physical network, approximately 210 work as in-field service technicians, approximately 360 work in our corporate office, and approximately 230 work in our distribution centers. We believe that we have good relations with our employees. None of our employees are currently covered under any collective bargaining agreements.

Our voluntary turnover rate over the past twelve months was 18% for corporate employees, and for all non-corporate roles including field team members, the turnover rate was 23%. In August 2025, we completed our annual employee engagement survey. Our commitment to culture was reflected in a 3% increase in active engagement since the last survey. The strength of our leadership team was made evident in an 87% favorable score on overall leadership effectiveness, which is a compilation of six survey questions each employee answers to rate his or her direct supervisor’s performance. The executive leadership team prioritized the clarity of our strategic plan and delivery of that plan through an all-leadership summit, resulting in 86% of team members reporting that they feel clear on the goals, objectives, and strategy of the Company (a 2% increase from the prior survey).

PROXY STATEMENT SUMMARY

DIRECTOR NOMINEES

The following provides summary information about each Class II director nominee up for election at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”).

Age

Other Public   Boards

Committee Memberships

Name and Occupation

AC

CC

NCGC

Seth Estep    EVP, Chief Merchandising Officer, Tractor Supply Company

46

0

Lorna Nagler    Board Chair, Ulta Beauty

69

1

John Strain    Chairman, Former Chief Digital and Technology Officer, Gap, Inc.

57

0

The following provides summary information about the Class III director nominee up for election at the 2026 Annual Meeting.

Age

Other Public   Boards

Committee Memberships

Name and Occupation

AC

CC

NCGC

John Hartmann    Independent Director, Boyd Group Services, Inc.

62

1

Seth Estep currently serves on the Board and was last elected by our shareholders at the 2024 annual meeting of shareholders. Lorna Nagler currently serves on the Board and was last elected by our shareholders at the 2025 annual meeting of shareholders. John Strain currently serves on the Board and was last elected by our shareholders at the 2023 annual meeting of shareholders. John Hartmann was identified as a new director candidate by a search that was conducted by the Nominating and Corporate Governance Committee and elected as a director by the Board in 2026.

PROXY STATEMENT SUMMARY

ALL OTHER DIRECTORS

The following provides summary information about all other directors not up for election at the Annual Meeting, as of January 7, 2026. In 2023, we commenced the declassification of our Board with the implementation of our Sixth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”). In accordance with the Certificate of Incorporation, Class II directors with terms expiring at this Annual Meeting will stand for re-election to a one-year term at this Annual Meeting (Mr. Hartmann, as a Class III director, will stand for election for a one-year term). Current Class I directors were last elected by shareholders at the 2025 Annual Meeting to serve a two-year term. Current Class III directors were last elected by shareholders at the 2024 Annual Meeting to serve a three-year term. Beginning with our 2027 Annual Meeting, all directors will stand for election for one-year terms.

Age

Class

Other Public Boards

Committee Memberships

Name and Occupation

AC

CC

NCGC

Yolanda Daniel    Former VP Finance, Federal Reserve Bank of Chicago

59

I

0

Jason McDonell  CEO, Leslie’s, Inc.

52

I

0

Maile Naylor    Former Investment Officer, MFS Investment Management

52

I

2

Susan O’Farrell    Former CFO, BlueLinx Holdings, Inc.

62

III

2

Claire Spofford  (1)  Former CEO and President, J. Jill

64

III

1

PROXY STATEMENT SUMMARY

SKILLS AND EXPERIENCE

Daniel

Estep

Hartmann

McDonell

Nagler

Naylor

O’Farrell

Spofford

Strain

Governance/Risk Management

















Finance/Accounting













Brand and Consumer Marketing











Digital Commerce and Marketing













Retail/Merchandising















Strategic Management

















Supply Chain













Public Company Experience



















Investor Relations







Information Technology and Cyber Security







Human Capital Management















Senior Leadership



















Sustainability







BACKGROUND

Gender  Male   O Female

O







O

O

O

O



African American or Black



Hispanic or Latinx

Asian



White















PROXY STATEMENT SUMMARY

Skills and Experience Categories
		Governance/Risk Management		Supports our objective to have corporate governance and risk management practices that reflect industry best practices
		Finance/Accounting		Important to oversee and understand our financial statements, capital structure and internal controls
		Brand and Consumer Marketing		Important as marketing and communications are critical to building and expanding our market share
		Digital Commerce and Marketing		Important in overseeing the development of our multi-channel strategy
		Retail/Merchandising		Important in understanding our industry, business needs and strategic goals
		Strategic Management		Important in implementing our goals and aligning on long-term business investments and objectives and our capital allocation
		Supply Chain		Important to oversee upstream and downstream structure and design of the supply chain, all of which are critical to our strategic goals
		Public Company Experience		Important to oversee the workings of a public company
		Investor Relations		Important as to help build and maintain investor trust and confidence
		Information Technology and Cyber Security		Important as we assess our technology and cybersecurity needs, along with the needs of our customers, among other reasons to protect our customers’ data
		Human Capital Management		Important to oversee our significant associate base that is growing, so that we place the best investments in our associates
		Senior Leadership		Important as leadership experience can provide insight on business operations, growth and culture
		Sustainability		Helpful in our work as a values driven organization

CORPORATE GOVERNANCE HIGHLIGHTS

Corporate Governance

DIRECTOR INDEPENDENCE

Nasdaq listing rules require a majority of a listed company’s Board of Directors to be comprised of independent directors who, in the opinion of the Board of Directors do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Subject to specified exceptions, each member of a listed company’s audit, compensation and nominating committees must be independent, and audit and compensation committee members must satisfy additional independence criteria under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our Board has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information provided by each director, our Board has affirmatively determined that no person who served as a director during any part of fiscal year 2025, with the exception of Mr. McDonell, has or had a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each director (except for Mr. McDonell) is independent under applicable Nasdaq rules. In making these determinations, our Board considered the current and prior relationships that each non-employee director who served during any part of fiscal year 2025 has or had with the Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.” Our Board also affirmatively determined that each of the directors currently serving on the Audit Committee and the Compensation Committee satisfy the additional independence criteria applicable to directors on such committee under Nasdaq listing rules and the rules and regulations established by the Securities and Exchange Commission (“SEC”).

BOARD LEADERSHIP STRUCTURE

The Board annually reviews its leadership structure to evaluate whether the structure remains appropriate for the Company. The Board selects its Chairman and the Chief Executive Officer (“CEO”) in a way it considers is in the best interests of the Company. The Board does not have a policy on whether the role of Chairman and CEO should be separate or combined. The Board has determined, however, that whenever the Chairman is not an independent director, the Board shall appoint an independent director to serve as lead independent director.

Currently, the Board believes that the roles of Chairman and CEO should be separate and that the Chairman should be an independent director as this structure enables our independent Chairman to oversee corporate governance matters and our CEO to focus on leading the Company’s business. Our Chairman is John Strain, an independent director.

The Board believes that its programs for overseeing risk, as described under “Risk Oversight,” would be effective under a variety of leadership frameworks. Accordingly, the Board’s risk oversight function did not significantly impact its selection of the current leadership structure.

LEAD INDEPENDENT DIRECTOR

Whenever the chairperson is not an independent director, the Board will designate an independent director to serve as lead independent director. The Lead Independent Director’s responsibilities will include the following:

CORPORATE GOVERNANCE

In addition, the Lead Independent Director also will have the authority to call meetings of the independent directors.

DIRECTOR NOMINATIONS

In accordance with its charter, the Nominating and Corporate Governance Committee determines the qualifications, qualities, skills, and other expertise required to be a director and recommends to the Board criteria to be considered in selecting nominees for directors. These inform the committee’s annual evaluation of the experience and characteristics appropriate for Board members and director candidates in light of the Board’s composition, and the skills and expertise needed for effective operation of the Board and its committees. The Board and the Nominating and Corporate Governance Committee also seek to include qualified director candidates with a diversity of gender, ethnicity, tenure, skills and experience in each pool of candidates from which Board nominees are chosen, and the Nominating and Corporate Governance Committee will include gender and other historically underrepresented groups in such pool of candidates (and instruct any director search firm it engages to do so).

When identifying potential director candidates, the Nominating and Corporate Governance Committee relies on any source available for the identification and recommendation of candidates, including current directors, officers and shareholders. In addition, the Nominating and Corporate Governance Committee from time to time may engage a third-party search firm to identify or evaluate or assist in identifying or evaluating potential candidates, for which the third-party search firm will be paid a fee. The Nominating and Corporate Governance Committee also may engage a third-party to conduct a background check of the candidate. If the Nominating and Corporate Governance Committee determines to further pursue the candidate, the committee then will evaluate the extent to which the candidate meets the Board membership qualifications described below. The Nominating and Corporate Governance Committee reviews the qualifications of director candidates and incumbent directors in light of such criteria approved by Board, and any shareholder recommendations for director are evaluated in the same manner as other candidates considered by the Nominating and Corporate Governance Committee. Shareholders that wish to recommend a director candidate should follow the procedures set forth below under “Communications with Directors,” and shareholders that wish to nominate a director for election to our Board should follow the procedures described under the “Submission of Shareholder Proposals for the 2026 Annual Meeting” heading.

We generally believe it is important for our directors to possess the following qualifications and attributes: educational background, knowledge of our business, integrity, professional reputation, independence, wisdom, and ability to represent the best interests of our shareholders. In addition, the Board believes that diversity, including gender, race and ethnicity, brings a diversity of viewpoints to the Board that is important to the effectiveness of the Board’s oversight of the Company, and the Board and the Nominating and Corporate Governance Committee also evaluate candidates’ ability to contribute to the Board’s diversity, including with respect to gender, ethnic diversity, and diversity of professional experience, such as whether the person is a current or was a former chief executive officer or chief financial officer of a public company or the head of a division of a prominent international organization. The Board assesses its effectiveness in this regard as part of the annual Board and Board Committee annual self-assessment process described below.

The Nominating and Corporate Governance Committee recommends policies regarding director qualification requirements and the process for identifying and evaluating director candidates for adoption by the Board. The above-mentioned attributes, along with the leadership skills and other experiences of our officers and Board members described above, are expected to provide the Board with a diverse range of perspectives and judgment necessary to facilitate our goals of shareholder value appreciation through organic and acquisition-related growth.

CORPORATE GOVERNANCE

BOARD AND BOARD COMMITTEES ANNUAL SELF-ASSESSMENTS

On an annual basis, the Board and the Board Committees conduct written self-assessments on their respective performance throughout the past year. These written self-assessments are completed by each Board director and Board Committee member, and then the results are compiled and initially reviewed by the Chairman of the Board and the Chair of the Nominating and Corporate Governance Committee. The Chairman of the Board and the Chair of the Nominating and Corporate Governance Committee then review the results with each director and the Committee results with the Chair of the respective Board Committee.

BOARD COMMITTEES

Our Board has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

In accordance with our Corporate Governance Guidelines, the independent directors meet in executive session without management present on a regularly scheduled basis.

During the fiscal year ended October 4, 2025, the Board held eighteen meetings, and there were eleven meetings of the Audit Committee, six meetings of the Compensation Committee and six meetings of the Nominating and Corporate Governance Committee. All incumbent directors attended at least 75% of Board meetings, both (i) in the aggregate and (ii) for committees on which they served occurring during fiscal year 2025.

Directors are expected to attend the annual meeting of shareholders absent unusual circumstances. All of the then current members of the Board attended the prior year’s annual meeting of the shareholders and the special meeting of the shareholders.

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

RISK OVERSIGHT

The Company’s Board actively oversees and monitors the management of the most significant risks that could impact the Company. A core responsibility of the Board is to understand the principal risks associated with the Company’s business on an ongoing basis, and oversee the key risk decisions of management, weighing the appropriate balance between risks and rewards. Each Board Committee oversees different risk categories, as further detailed below. While the Audit Committee has primary responsibility for risk oversight, both the Audit Committee and the Board are actively involved in risk oversight and both receive reports on our risk management activities from our executive management team on a regular basis. Members of both the Audit Committee and the Board also engage in periodic discussions with members of management as they deem appropriate to review and address the proper management of the Company’s risks. In addition, each committee of the Board considers risks associated with its respective area of responsibility. For information relating to our program to assess, identify, and manage risks from cybersecurity threats, refer to our Annual Report on Form 10-K for the fiscal year ended October 4, 2025.

Management is responsible for identifying material risks, implementing appropriate mitigation strategies, and ensuring timely communication of these risks to the Board and the Committees. To support effective oversight, management administers a comprehensive Enterprise Risk Management (“ERM”) program designed to integrate risk considerations into strategic and operational decision making.

The Company’s ERM Committee is chaired by the Chief Audit Executive and is comprised of senior leadership representing each of the Company’s functional areas. The ERM Committee meets at least quarterly to discuss enterprise-wide risk, develop mitigation plans, analyze specific issues over the period since the last meeting, and draft and report findings to executive leadership, the Board, and the relevant Committees.

CORPORATE GOVERNANCE

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of our Compensation Committee is or has been an officer or employee of the Company or any of its subsidiaries. During the fiscal year ended October 4, 2025, none of our executive officers served on the compensation committee or board of directors of any entity whose executive officers serve as a member of our Board or Compensation Committee.

COMMUNICATIONS WITH DIRECTORS

Shareholders may contact the Board, including to recommend director candidates, by mailing correspondence “c/o Corporate Secretary” to the Company’s principal offices at 2005 East Indian School Road, Phoenix, Arizona 85016. Correspondence will be forwarded to the respective director, except that director candidate recommendations will be forwarded to the Nominating and Corporate Governance Committee. In addition, the Corporate Secretary reserves the right not to forward advertisements or solicitations, customer complaints, obscene or offensive items, communications unrelated to the Company’s affairs, business or governance, or otherwise inappropriate materials.

BOARD ACCESS TO MANAGEMENT

Directors have full access to officers and key employees of the Company as needed to fulfill their oversight role. While the Board views this practice is essential, directors use their discretion to ensure that access is not disruptive to the business operations of the Company. To that end, members of the management team regularly attend meetings of the Board and are encouraged to schedule presentations to provide additional insight into the items under discussion that may enhance directors’ understanding of key issues affecting the Company’s business and performance.

ONGOING DIRECTOR EDUCATION

The Company is committed to providing an initial orientation to board service to new directors, followed by continuing updates covering such operational, financial, accounting, and legal issues and environmental, social and corporate governance matters as may be appropriate given each Board member’s background, experience and education. As an ongoing aspect of their service, directors are encouraged to propose supplemental educational activities that they view appropriate, including visits to Company facilities, meetings with Company officers, and supplemental information affecting the Company or their role as a director. In addition, the Company regularly retains third party advisors to present to directors on various topics relevant to the Company’s business. During 2025, such presentations included presentations on shareholder activism and fiduciary duties, among others.

SHAREHOLDER ENGAGEMENT

Commitment to Ongoing Shareholder Engagement

We are committed to maintaining regular and meaningful engagement with our shareholders on a year-round basis. We seek to maintain open communication with our shareholders in order to ensure that we understand their perspectives on various topics including our strategy, operations, governance practices, executive compensation, sustainability and other issues that are important to them. This ongoing dialogue is an important part of our governance philosophy and supports informed decision making by our Board and management team.

During 2025, members of our Board and management team engaged with shareholders on numerous occasions. These discussions covered a broad range of topics, including financial results, strategy, operations, executive compensation, and corporate governance. Feedback from these engagement efforts is shared with the Board and management team and informs our approach to strategic planning and oversight in the best interests of the Company and its shareholders.

CORPORATE GOVERNANCE

Engagement Program

The Company maintains a structured, year-round shareholder engagement program designed to facilitate ongoing dialogue with shareholders and provide the Board and management with insight into shareholder perspectives on matters of importance to them:

CORPORATE GOVERNANCE

DIRECTOR COMPENSATION

The Board reviews the Company’s director compensation program annually with the assistance of FW Cook. Board compensation is reviewed in relation to the same peer group used to benchmark the executive compensation program and with reference to the market median to confirm that directors are paid competitively for their time commitment. The following table sets forth the compensation earned by our non-employee directors for service as a member of the Board for the fiscal year ended October 4, 2025.

Our non-employee directors are eligible to receive cash compensation for their service on our Board and committees in the form of annual cash retainers as follows.

CORPORATE GOVERNANCE

Equity Compensation

Upon initial election and re-election to our Board, our non-employee directors receive an award of RSUs, with the number of shares determined by dividing $125,000 by the closing price of our common stock on the date of the grant. All RSUs granted to our non-employee directors vest on the earlier of the one-year anniversary date from the grant date or the day prior to the Company’s next annual meeting. For grants made in connection with a director’s initial election or appointment to our Board, the $125,000 dollar amount is pro-rated based on the number of days remaining in the 365-day period following the last annual meeting.

Expense Reimbursement

Our directors will be reimbursed for travel, food, lodging and other expenses directly related to their activities as directors.

Director Indemnification

Our directors are also entitled to the protection provided by the indemnification provisions in our bylaws. Our Board may revise the compensation arrangements for our directors from time to time.

Share Ownership

Our Board believes that, in order to more closely align the interests of our non-employee directors with the long-term interests of the Company’s shareholders, all non-employee directors should maintain a minimum level of equity interests in the Company’s common stock. Such stock ownership guidelines are based on the value of common stock owned as a multiple of the non-employee director’s retainer. For a non-employee director, the stock ownership multiple is 5x their annual cash retainer. The guidelines will be reviewed annually and revised as appropriate to keep pace with competitive and good governance practices. For purposes of determining stock ownership levels, the following forms of equity interests in the Company are included: common stock of the Company; Company restricted stock or RSUs granted under the Company’s 2020 Omnibus Incentive Plan (or any predecessor or successor plan) which are to be settled in shares of common stock, except to the extent such restricted stock or RSUs are subject to vesting conditions other than conditions based solely on the passage of time and continued service. Under the guidelines, non-employee directors are required to hold 50% of the net shares resulting from stock option exercises or vesting of other stock-based awards until they reach the applicable level. As of the record date, all non-employee directors were in compliance with the guidelines either by virtue of holding the required number of shares or by compliance with the 50% retention ratio.

Proposal 1: Election of Directors

Our Certificate of Incorporation specifies that the Board currently consists of three classes of directors serving staggered terms until the 2027 Annual Meeting of Shareholders (the “2027 Annual Meeting”), when the Board will be declassified. There are three Class II directors and one Class III director whose terms of office expire at the Annual Meeting. Based on the recommendation of the Nominating and Corporate Governance Committee, the Board nominated three Class II directors for election at the Annual Meeting to hold office until the 2027 Annual Meeting or until their successors have been duly elected and qualified, or his or her earlier death, resignation, retirement, disqualification or removal. Further, based on the recommendation of the Nominating and Corporate Governance Committee, the Board nominated one Class III director for election at the Annual Meeting to hold office until the 2027 Annual Meeting of Shareholders or until her successor has been duly elected and qualified, or her earlier death, resignation, retirement, disqualification or removal. In accordance with the Certificate of Incorporation, all directors then serving on the Board, including any directors elected at this Annual Meeting, will stand for election to a one-year term at the 2027 Annual Meeting.

Each of the nominees standing for election at the Annual Meeting has consented to serve as a director, if elected, and all of the nominees are currently directors. We have no reason to believe that any of the nominees will be otherwise unavailable or, if elected, will decline to serve. If any nominee becomes unable or unwilling to stand for election as a director, proxies will be voted for any substitute as designated by the Board, or alternatively, the Board may reduce the size of the Board.

		Our Board recommends a vote “FOR” the election of each nominee.

PROPOSAL 1: ELECTION OF DIRECTORS

DIRECTOR NOMINEES

For each of the four director nominees standing for election, as well as the four other directors with terms expiring at future annual meetings, the following describes certain biographical information and the specific experience, qualifications, attributes or skills that qualify them to serve as our directors and, as applicable, the Board committees on which they serve.

CLASS II NOMINEES FOR ELECTION TO A ONE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING OF SHAREHOLDERS

In 2023, we commenced the declassification of our Board with the implementation of the Certificate of Incorporation. In accordance with the Certificate of Incorporation, directors with terms expiring at our 2026 Annual Meeting will stand for re-election to a one-year term at the 2026 Annual Meeting, and beginning with our 2027 Annual Meeting, all directors will be elected to a one-year term.

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 1: ELECTION OF DIRECTORS

CLASS III NOMINEES FOR ELECTION TO A ONE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING OF SHAREHOLDERS

On January 6, 2026, the Board elected Mr. Hartmann, effective January 7, 2026. Mr. Hartmann was designated as a Class III director, but the Board recognizes the benefit of providing shareholders the opportunity to express their views on directors who join the Board during the current fiscal year, and accordingly, determined that he would stand for election to a one-year term at this Annual Meeting.

PROPOSAL 1: ELECTION OF DIRECTORS

DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF SHAREHOLDERS

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 1: ELECTION OF DIRECTORS