Leslie's shareholders approve director removal without cause from 2027, officer exculpation

Leslie's, Inc.

Shareholders approved removal of directors with or without cause effective at 2027 annual meeting (150.7M for, 1.5M against).
Approved exculpation of certain officers from liability to fullest extent under Delaware law (145.0M for, 6.7M against).
Elected three Class I directors (Daniel, McDonell, Naylor) and Class II director Nagler each with >100M votes for.
Ratified Ernst & Young as independent auditor for FY2025 (158.1M for, 2.0M against); say-on-pay approved (149.4M for).
Seventh Amended and Restated Certificate of Incorporation filed with Delaware Secretary of State effective March 12, 2025.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Leslie's, Inc.: Adopted Seventh Amended and Restated Certificate of Incorporation permitting removal of directors without cause as of 2027 annual meeting and providing exculpation from liability for certain officers (effective 2025-03-12).

Change: charter amendment
Effective: 2025-03-12

Exact text from the filing

on March 12, 2025, the stockholders of Leslie's, Inc. (the "Company") approved the Company's Seventh Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"), which permits the removal of directors without cause as of the 2027 annual meeting of stockholders of the Company (the "Annual Meeting") and provides for the exculpation from liability for certain officers of the Company to the fullest extent permitted by Delaware law.

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Leslie's, Inc. filing history →

Source: SEC EDGAR

accession 0000950170-25-039720

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