Leslie's (LESL) Proxy Filing summary

Executive summary

• Annual meeting scheduled for March 24, 2026, to be held virtually; shareholders of record as of January 2026 are eligible to vote on key proposals.

• Board and management emphasize strong governance, risk oversight, and alignment with long-term shareholder value.

• Company highlights its leadership in the pool and spa aftermarket industry, with a focus on sustainability, operational efficiency, and customer-centric growth.

Voting matters and shareholder proposals

• Election of three Class II directors and one Class III director for one-year terms expiring at the 2027 annual meeting.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending October 3, 2026.

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

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

• Approval of the Amended and Restated 2020 Omnibus Incentive Plan.

Board of directors and corporate governance

• Board consists of a diverse group with 89% independence, average age 58, and a mix of gender and racial/ethnic diversity.

• Board declassification process underway, with all directors to stand for annual election by 2027.

• Separate independent Chairman and CEO roles; only independent directors serve on committees.

• Annual board and committee self-assessments, ongoing director education, and robust shareholder engagement program.

• Director overboarding and stock ownership policies in place to ensure effective oversight.