Leslie's (LESL) Proxy Filing summary

Executive summary

• Annual meeting scheduled for March 24, 2026, with virtual participation and voting options for shareholders.

• Board emphasizes strong governance, risk oversight, leadership succession, and shareholder engagement as ongoing priorities.

• Company continues to focus on profitable growth, operational efficiency, prudent risk management, and long-term value creation.

Voting matters and shareholder proposals

• Election of three Class II directors and one Class III director for one-year terms.

• Ratification of Grant Thornton LLP as the new independent registered public accounting firm for fiscal 2026.

• Advisory vote on executive compensation (say-on-pay).

• Approval of amendments to remove supermajority voting requirements from the Certificate of Incorporation.

• Approval of the Amended and Restated 2020 Omnibus Incentive Plan, increasing share reserve and extending plan term.

Board of directors and corporate governance

• Board is declassifying, with all directors to stand for annual election by 2027.

• Board is 89% independent, with diverse gender and racial/ethnic representation and an average age of 58.

• All board committees (Audit, Compensation, Nominating and Corporate Governance) are composed solely of independent directors.

• Annual board and committee self-assessments, director education, and stock ownership guidelines in place.

• Shareholder engagement is ongoing throughout the year, with feedback informing governance and compensation decisions.