Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective October 25, 2021, Matthew Lischick resigned as a director of Leslie's,
Inc. (the "Company"). Matthew Lischick advised the Company that his resignation
is not due to any disagreement with the Company on any matter relating to its
operations, policies or practices. Effective upon Matthew Lischick's resignation
as a director, the size of the Company's Board of Directors will be reduced from
ten to nine directors.
Additionally, effective October 25, 2021, the Company's Board of Directors
designated James Ray, Jr. as the lead independent director.
Item 8.01 Other Events.
Stockholder Matters
In accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as
amended ("Rule 14a-8"), and the Amended and Restated Bylaws (the "Bylaws") of
the Company, the deadlines for the receipt of any stockholder proposals and
director nominations to be considered at the 2022 Annual Meeting are set forth
below.
Any stockholder proposal submitted pursuant to Rule 14a-8 for inclusion in the
Company's proxy materials for the 2022 Annual Meeting must be received by the
Company's Corporate Secretary at the Company's principal executive offices no
later than the close of business on December 1, 2021 (which the Company believes
is a reasonable time before it begins to print and send its proxy materials).
Such proposals also need to comply with the Securities and Exchange Commission
stockholder proposal rules.
In addition, any stockholder seeking to nominate a director or to bring other
business before the 2022 Annual Meeting outside of Rule 14a-8 under the advance
notice provisions included in the Company's Bylaws must provide timely notice,
as set forth in the Bylaws. Specifically, written notice of any such proposed
business or nomination must be received by the Company's Corporate Secretary at
the Company's principal executive offices no earlier than the close of business
on November 23, 2021 and no later than the close of business on December 23,
2021. Any notice of proposed business or nomination also must comply with the
notice and other requirements set forth in the Company's Bylaws and with any
applicable law.
For purposes of the above, the "close of business" shall mean 5:00 p.m. local
time at the principal executive offices of the Company.
Registration Rights and Lock-Up Agreement
On October 25, 2021, the Company entered into the Third Amendment to its
Registration Rights and Lock-Up Agreement (the "Amendment"), with Bubbles
Investor Aggregator, L.P., which amended the Registration Rights and Lock-Up
Agreement, dated as of November 2, 2020, by and among the Company, the Sponsor
Investors (as defined below), and each of the persons listed on the signature
pages thereto under the caption "Other Investors" or who became party to and
bound by the Registration Rights and Lock-Up Agreement as an "Other Investor" on
the terms and subject to the conditions of the Registration Rights and Lock-Up
Agreement (as previously amended, the "Registration Rights Agreement"). The
Amendment provides for the termination of the Registration Rights Agreement for
all stockholders to the Registration Rights Agreement (the "Released Holders")
with the exception of Bubbles Investor Aggregator, L.P. and Explorer Investment
Pte Ltd. As a result of such termination, the Released Holders will no longer
have the right to participate in future offerings under the Registration Rights
Agreement and have been released from all restrictions under the Registration
Rights Agreement, including any and all lock-up agreements. Under the
Registration Rights Agreement, the Released Holders were previously subject to a
lock-up agreement terminating 720 days following the date of the final
prospectus in the Company's initial public offering, or October 18, 2022, which
will no longer apply.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
4.1 Third Amendment to Registration Rights and Lock-up Agreement between
Leslie's, Inc. and Bubbles Investor Aggregator, L.P.
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