LESL Leslies Inc

 

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): December 18, 2023

 

 

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:

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. ☐

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Leslie’s, Inc. (the “Company”) announced that on December 18, 2023, Steven L. Ortega notified the Company of his intention to not stand for re-election and retire as Chairman of the Company’s Board of Directors (the “Board”) at the expiration of his term at the Company’s 2024 Annual Meeting of Shareholders currently scheduled for March 15, 2024. Mr. Ortega advised the Company that his decision to not stand for re-election and retire as Chairman of the Board is not due to any disagreement with the Company on any matter relating to its operations, policies or practices.

Additionally, on December 18, 2023, James Ray, Jr., notified the Company of his resignation as a director of the Company, effective as of December 18, 2023, following his appointment as Chief Executive Officer and a member of the Board of Directors of Commercial Vehicle Group, Inc., a publicly traded company. Mr. Ray advised the Company that his decision to resign is not due to any disagreement with the Company on any matter relating to its operations, policies or practices.

 

Item 7.01 Regulation FD Disclosure.

 

Consistent with Board succession planning, on December 19, 2023, the Board designated John Strain, a current independent director of the Company, as lead independent director, effective immediately, and as Chairman-elect of the Board in advance of the Company’s 2024 Annual Meeting of Shareholders. Effective as of December 19, 2023, the size of the Board is reduced from nine to eight directors. Effective at the Company’s 2024 Annual Meeting of Shareholders, the size of the Board will be reduced from eight to seven directors.

In addition, on December 19, 2023, the Company issued a press release announcing the retirement, resignation and appointments of Messrs. Ortega, Ray and Strain, respectively, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release of Leslie's, Inc., dated December 19, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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:	December 19, 2023	By:	/s/ Scott Bowman
		Name: Title:	Scott Bowman Chief Financial Officer

 

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Exhibit 99.1

 

Leslie’s Announces Changes to its Board of Directors

 

Steven L. Ortega Will Retire at Leslie’s 2024 Annual Meeting of Shareholders

John Strain Assumes Role of Lead Independent Director and Named Chairman-Elect

James Ray, Jr., Lead Independent Director, Steps Down from Board

 

PHOENIX, December 19, 2023 (GLOBE NEWSWIRE) – Leslie’s, Inc. ("Leslie's" or the “Company”; NASDAQ: LESL) announced today that Steven L. Ortega, Chairman of the Board of Directors (the “Board”), has decided not to seek reelection at Leslie’s 2024 Annual Meeting of Shareholders in March 2024, marking his retirement from the Board at that time.

 

Mr. Ortega’s retirement follows a tenure with the Company of nearly two decades, during which he played a key role driving Leslie’s growth and building its reputation as one of the largest and most trusted direct-to-consumer brands in the U.S. pool and spa care industry. Mr. Ortega joined Leslie’s in 2005 and served in roles of increasing responsibility, including as Chief Executive Officer and President from 2017 to 2020. He has served as Chairman of the Board since 2020 and has overseen numerous transformational business changes during his career.

 

Mike Egeck, Chief Executive Officer, said, “Steve’s tremendous leadership, business acumen and embodiment of our mission has helped shape Leslie’s into the company it is today. Under his stewardship, Leslie’s reached many historic milestones, including surpassing 1,000 store locations and becoming a public company. We extend our heartfelt thank you to Steve on behalf of our more than 4,000 dedicated team members and wish him the very best in his retirement."

 

Mr. Ortega said, “I am incredibly proud of what our team has accomplished since I joined Leslie’s over 18 years ago and have recently been contemplating stepping away to spend more time pursuing civic endeavors. As a significant shareholder, I have full confidence in the capable leadership of Mike Egeck and the Board and believe their strategy and execution roadmap will drive long-term shareholder value.”

 

Leslie’s also announced today that James Ray, Jr., Lead Independent Director, has also stepped down from Leslie’s Board, effective December 18, 2023. The announcement comes as Mr. Ray re-assesses his board commitments given his recent appointment as Chief Executive Officer of a publicly traded company.

 

In light of these changes, Board member John Strain has been appointed Lead Independent Director effective immediately and named Chairman-elect in advance of the Company’s 2024 Annual Meeting of Shareholders. Mr. Strain joined the Leslie’s Board in August 2018 and has more than 30 years of experience in the retail technology and e-commerce industries. Most recently, Mr. Strain served as the Head of e-Commerce and Technology at Gap, Inc., where he was responsible for technology, product management, data and analytics, and loyalty and payments.

 

Mr. Strain said, “As one of the largest specialty retailers in the industry, Leslie’s is well-positioned to advance our Strategic Growth Initiatives and drive profitable growth. I look forward to continuing to work closely with the Board and leadership team in the years to come.”

 

 

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As a result of today’s announcement, the size of Leslie’s Board is reduced from nine to eight directors effective as of December 19, 2023. The size of the Board will be reduced from eight to seven directors effective at the Company’s 2024 Annual Meeting of Shareholders.

 

About Leslie's

Founded in 1963, Leslie's is the largest and most trusted direct-to-consumer brand in the U.S. pool and spa care industry. The Company serves the aftermarket needs of residential and professional consumers with an extensive and largely exclusive assortment of essential pool and spa care products. The Company operates an integrated ecosystem of more than 1,000 physical locations and a robust digital platform, enabling consumers to engage with Leslie's whenever, wherever, and however they prefer to shop. Its dedicated team of associates, pool and spa care experts, and experienced service technicians are passionate about empowering Leslie's consumers with the knowledge, products, and solutions necessary to confidently maintain and enjoy their pools and spas.

 

For more information about Leslie's, visit lesliespool.com or follow and engage with us: @lesliespoolcare on Instagram, Leslie's on Facebook, and @lesliespoolcare on X (formerly Twitter).

 

Contact

 

Investors

Farah Soi/Caitlin Churchill

ICR

investorrelations@lesl.com

 

 

 

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v3.23.4

Document And Entity Information	Dec. 18, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 18, 2023
Entity Registrant Name	Leslie's, Inc.
Entity Central Index Key	0001821806
Entity Emerging Growth Company	false
Entity File Number	001-39667
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-8397425
Entity Address, Address Line One	2005 East Indian School Road
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85016
City Area Code	(602)
Local Phone Number	366-3999
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	LESL
Security Exchange Name	NASDAQ

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