DEFR14A: Leslies, Inc. Files Revised Proxy Statement for 2025 Annual Meeting

Leslies, Inc. has filed a revised definitive proxy statement to include Inline XBRL data tagging, with no other changes to the original disclosures, for its 2025 Annual Meeting of Shareholders.

Summary

• Leslies, Inc. has filed a revised proxy statement for its 2025 Annual Meeting to include Inline XBRL data tagging, which was previously omitted due to a processing error.
• The 2025 Annual Meeting will be held virtually on March 12, 2025, at 12:00 p.m. Eastern Time.
• Shareholders of record as of January 15, 2025, are eligible to vote at the meeting.
• The meeting will include a report on Leslies activities for the fiscal year ended September 28, 2024.
• The proxy statement includes proposals for the election of directors, ratification of the independent auditor, approval of executive compensation, and amendments to the company's certificate of incorporation.
• The company is the largest direct-to-consumer brand in the U.S. pool and spa care industry, with over 1,000 branded locations and a robust e-commerce platform.
• Leslies has a market-leading share of approximately 15% of residential aftermarket product spend as of 2023.
• The company's digital sales are estimated to be greater than five times as large as that of its largest digital competitor.
• More than 80% of Leslies' assortment is comprised of non-discretionary products essential to the care of residential and commercial pools and spas.

Sentiment

Score: 4

Explanation: The document contains both positive aspects, such as the company's market position and sustainability efforts, and negative aspects, such as the company's financial performance against its incentive plan metrics. The overall sentiment is slightly negative due to the missed financial targets and the lack of bonuses for executives.

Positives

• Leslies is the largest direct-to-consumer brand in the U.S. pool and spa care industry.
• The company has a market-leading share of approximately 15% of residential aftermarket product spend.
• Leslies' digital sales are estimated to be greater than five times as large as that of its largest digital competitor.
• The company offers an extensive assortment of professional-grade products, many of which are exclusive to Leslies.
• Leslies provides complimentary in-store water testing and analysis via its proprietary AccuBlue system.
• The company has a strong focus on sustainability and social responsibility, with oversight from the Board of Directors.
• Leslies has a culture of inclusion and diversity, with programs and initiatives to support its associates.
• The company has a philanthropic council and charitable foundation that supports various community initiatives.

Negatives

• The company's performance against its incentive plan metrics for fiscal year 2024 was below the thresholds set at the beginning of the year.
• NEOs received no cash bonuses for the fiscal year and forfeited the second tranche of their fiscal year 2023 PSUs.
• The balance of the fiscal year 2023 PSUs are not currently anticipated to be earned and the fiscal year 2024 PSUs are tracking below target.
• The company's Adjusted EBITDA for fiscal year 2024 was $108.7 million, below the target of $180 million.
• The company's actual fiscal year 2024 Adjusted Net Income was $50 million, below the threshold of $480 million.
• The company's actual fiscal year 2024 Cumulative Revenue was $2,781.3 million, below the threshold of $4,810 million.

Risks

• The company's future success depends on its ability to attract, train, retain, and motivate qualified personnel.
• The company's forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially.
• The company's environmental and social-related statements may be based on standards that are still developing and assumptions that are subject to change.
• The company's sustainability goals and targets are not guarantees of future performance and are subject to numerous and evolving risks and uncertainties.
• The company's executive compensation program is subject to a clawback policy that could result in the recoupment of certain compensation in the event of a financial restatement.

Future Outlook

The document includes forward-looking statements regarding the company's environmental and sustainability plans and goals, which are subject to risks and uncertainties.

Management Comments

• On behalf of the Board of Directors, it is our pleasure to invite you to attend the 2025 Annual Meeting of Shareholders of Leslies, Inc.
• The meeting will include a report on Leslies activities for the fiscal year ended September 28, 2024, and there will be an opportunity for comments and questions from shareholders.
• On behalf of our Board of Directors, we would like to thank you for your continued interest and investment in Leslies.

Industry Context

This announcement is consistent with the trend of companies holding virtual annual meetings to increase accessibility and reduce costs. The focus on sustainability and social responsibility also reflects a growing trend in corporate governance.

Comparison to Industry Standards

• The company's market share of 15% in the residential aftermarket product spend is a strong indicator of its leading position in the pool and spa care industry.
• The company's digital sales being five times larger than its largest digital competitor highlights its strong online presence.
• The company's integrated marketing and distribution ecosystem with over 1,000 branded locations is a significant competitive advantage.
• The company's focus on sustainability and social responsibility aligns with industry best practices and investor expectations.
• The company's executive compensation program is designed to be market-based and aligned with the interests of shareholders, which is a common practice among public companies.
• The company's use of a peer group for compensation benchmarking is a standard practice to ensure competitive pay levels.

Management Changes

Corporate Governance

Related Party Transactions

• Stephen Ortega, an employee of the Company who serves as a Category Director, is the son of Steven Ortega, the former Chairman of the Board. During fiscal year 2024, Stephen Ortega earned approximately $134,000 in compensation and was granted restricted stock units with respect to 3,600 RSUs, vesting over a four-year period. His compensation is consistent with the total compensation provided to other employees of the same level with similar responsibilities.

Stakeholder Impact

• Shareholders will have the opportunity to vote on key proposals, including the election of directors and amendments to the certificate of incorporation.
• Employees may be impacted by changes in executive compensation and the company's overall performance.
• Customers will continue to benefit from the company's products and services, as well as its focus on sustainability and social responsibility.
• The company's suppliers and creditors will be impacted by the company's financial performance and strategic decisions.

Next Steps

• Shareholders are encouraged to review the proxy materials and vote their shares before the Annual Meeting.
• The company will file the Proposed Restated Certificate with the Secretary of State of the State of Delaware promptly following the Annual Meeting if any of the amendments are approved.
• The company will announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K.

Key Dates

Keywords

proxy statement, annual meeting, directors, executive compensation, audit firm, certificate of incorporation, sustainability, pool care, spa care, retail, e-commerce