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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 24, 2026

 

 

LESLIE’S, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39667

20-8397425

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

2005 East Indian School Road

 

Phoenix, Arizona

 

85016

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (602) 366-3999

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common stock, par value $0.001 per share

 

LESL

 

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 24, 2026, Leslie’s, Inc. (the “Company”) held its 2026 annual meeting of shareholders (the "2026 Annual Meeting"). At the 2026 Annual Meeting, shareholders: (i) approved the (a) election of three Class II directors, each to serve for a one-year term expiring at the 2027 annual meeting of the shareholders (the “2027 Annual Meeting”) or until their successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal; and (b) approved the election of one Class III director, to serve for a one-year term expiring at the 2027 Annual Meeting or until his successor is duly elected and qualified, or until his earlier death, resignation, retirement, disqualification or removal; (ii) ratified the selection of Grant Thornton LLP as the independent registered public accounting firm for the Company for the fiscal year ending October 3, 2026; (iii) approved on a non-binding advisory basis, the compensation paid to the Company's named executive officers; (iv) did not approve the proposed Amendments to the Certificate of Incorporation of Leslie’s, Inc. to remove and replace supermajority voting requirements; and (v) approved the adoption of the Leslie’s, Inc. Amended and Restated 2020 Omnibus Incentive Plan.

Set forth below are the votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes, as to each item of business at the 2026 Annual Meeting, as applicable:

 

(1) Election of three Class II director nominees and one Class III director nominee:

 

(1.01 - 1.03) Class II Nominees

 

Director Nominee

 

For

 

Withheld

 

Broker Non-Votes

Seth Estep

 

4,265,281

 

565,351

 

1,937,021

Lorna Nagler

 

4,673,515

 

157,117

 

1,937,021

John Strain

 

4,081,977

 

748,655

 

1,937,021

 

(1.04) Class III Nominee

 

Director Nominee

 

For

 

Withheld

 

Broker Non-Votes

John Hartmann

 

4,700,317

 

130,315

 

1,937,021

 

(2) Ratification of selection of Grant Thornton LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year ending October 3, 2026.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

6,575,206

 

191,295

 

1,152

 

-

 

(3) Non-Binding, Advisory Vote to Approve Named Executive Officer Compensation.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

4,270,495

 

454,578

 

105,559

 

1,937,021

 


(4) Did not approve amendments to the Certificate of incorporation of Leslie's, Inc. to remove and replace supermajority voting requirements.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

4,523,294

 

205,271

 

102,067

 

1,937,021

 

(5) Approval of the Leslie's Inc. Amended and Restated 2020 Omnibus Incentive Plan.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

4,364,447

 

360,524

 

105,661

 

1,937,021

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

 

 

10.1

Leslie's Inc. Amended and Restated 2020 Omnibus Incentive Plan

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)


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 hereunto duly authorized.

 

LESLIE’S, INC.

 

 

 

 

 

By:

 

/s/ Benjamin Lindquist

 

Name:

 

Benjamin Lindquist

 

Title:

 

Senior Vice President, General Counsel & Corporate Secretary

 

 

Date: March 26, 2026