DEF: Hayward Holdings Sets Date for 2025 Annual Stockholders Meeting, Board to Elect Directors

Hayward Holdings will hold its 2025 annual meeting of stockholders virtually on May 22, 2025, to elect directors, approve executive compensation, and ratify the appointment of its independent accounting firm.

Summary

• Hayward Holdings, Inc. will hold its 2025 annual meeting of stockholders virtually on May 22, 2025, at 8:00 a.m. Eastern Time.
• Stockholders will vote to elect three Class I directors to serve until the 2028 annual meeting, approve executive compensation on an advisory basis, and ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The board of directors recommends voting for the election of Ronald Keating, Lawrence Silber, and Edward Ward as Class I directors.
• The board also recommends voting for the approval of executive compensation and the ratification of PricewaterhouseCoopers LLP's appointment.
• The record date for determining stockholders eligible to vote at the annual meeting is March 24, 2025.
• Christopher Bertrand will not be standing for reelection at the Annual Meeting.
• The size of the Board will be reduced to nine members and the size of Class I will be reduced to three directors effective as of the commencement of the Annual Meeting.

Sentiment

Score: 7

Explanation: The document presents a positive outlook for the company, highlighting its commitment to sustainability, strong financial performance, and good corporate governance practices. However, it also acknowledges potential risks and uncertainties related to the macroeconomic environment and other factors.

Positives

• The company is committed to enhancing accessibility and enabling attendance for all stockholders by holding a virtual annual meeting.
• The company is committed to operating with integrity and accountability.
• The company has a strong, recurring aftermarket sales driven by one of the largest installed bases in the world.
• The company offers energy-efficient and more environmentally sustainable products catering to increased focus on outdoor living.
• The company has industry-leading smart home technology (Omni) for increased pool owner connectivity and automation.
• The company received the 2024 ENERGY STAR Partner of the Year Award from the U.S. Environmental Protection Agency (EPA) and the U.S. Department of Energy.
• More than 60% of eligible North American products, by revenue, met ENERGY STAR criteria.
• The company conducted its third annual global employee engagement survey, achieving 80% participation from its global workforce.
• The company launched an Employee Stock Purchase Program to eligible U.S. employees.
• The company ranked in the top quartile industry ranking for ESG performance by Morningstar Sustainalytics.

Risks

• The document mentions the uncertain macroeconomic environment and the impact of adverse weather conditions, natural disasters, tariffs and other trade restrictions, and geopolitical conflicts on the business.

Future Outlook

The company is in the process of refining its data collection processes and setting goals for its priority sustainability topics, aiming to reduce environmental impact and create long-term value.

Management Comments

• Kevin P. Holleran, President, Chief Executive Officer and Director: 'The Company has benefited from his experience and expertise, and we express our sincere appreciation for his leadership since he became a director in October 2020.'

Industry Context

The document highlights Hayward's position as a global leader in pool and outdoor living technology, emphasizing its commitment to sustainability and innovation in the context of increasing consumer focus on outdoor living and energy efficiency.

Comparison to Industry Standards

• The document mentions benchmarking executive compensation against a peer group of companies in similar industries, including A. O. Smith Corporation, Pentair plc, and The Toro Company.
• The company ranked in the top quartile industry ranking for ESG performance by Morningstar Sustainalytics, a leading ESG research, ratings and data firm.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders are encouraged to participate in the virtual Annual Meeting and vote on key proposals.
• Employees are subject to a Business Ethics and Code of Conduct Policy.
• The company is committed to providing innovative and environmentally sustainable products to customers.
• The company aims to maintain favorable relationships with suppliers.

Next Steps

• Stockholders are urged to vote and submit their proxy as soon as possible.
• The company intends to file a proxy statement and white proxy card with the SEC in connection with the solicitation of proxies for its 2026 annual meeting of stockholders.

Key Dates

Keywords

annual meeting, proxy statement, directors, executive compensation, PricewaterhouseCoopers, stockholders, corporate governance, Hayward Holdings