Leslie's, Inc.

DEF 14A 1 lesl_2025_special_proxy_.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Leslie’s, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

NOTICE OF SPECIAL MEETING AND PROXY STATEMENT

LESLIE’S, INC.

Dear Fellow Shareholders,

You are cordially invited to attend a special meeting of the shareholders (the “Special Meeting”) of Leslie’s, Inc., a Delaware corporation (the “Company”) at 12:00 P.M. Eastern Time on September 10, 2025. The Special Meeting will be a virtual meeting conducted via live webcast at www.virtualshareholdermeeting.com/LESL2025SM. The Special Meeting will be held for the following purpose:

To adopt and approve a series of five alternative amendments to our Seventh Amended and Restated Certificate of Incorporation to (i) effect a reverse stock split of our common stock at a ratio of 1-for-10, 1-for-15, 1-for-20, 1-for-25, or 1-for-30 (each, a “Reverse Stock Split”), with such ratio and the timing of the Reverse Stock Split to be determined by our Board of Directors (the “Board”) in its sole discretion, (the “Reverse Split Proposal”) and (ii) proportionately decrease the number of authorized shares of our common stock.

To authorize an adjournment or adjournments of the Special Meeting to a later date or dates, if necessary or advisable (as determined by the Board), to solicit additional proxies if there are not sufficient votes in favor of the Reverse Split Proposal (the “Adjournment Proposal”).

Our common stock trades on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “LESL.” As previously disclosed by the Company in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 30, 2025, the Company was notified by The Nasdaq Stock Market LLC that it is not in compliance with Nasdaq Listing Rule 5450(a)(1)(the “Listing Rule”) because the average closing price of a share of our common stock was less than $1.00 per share over 30 consecutive business (trading) days.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days following the Nasdaq notification to regain compliance with the Listing Rule, during which time our common stock will continue to be listed on Nasdaq.

The reduction in the number of issued and outstanding shares of our common stock as a result of the Reverse Stock Split is, absent other factors, expected to proportionately increase the per share price of our common stock. Accordingly, the primary purpose of the Reverse Stock Split is to increase the per share price of our common stock as a means of regaining compliance with the Listing Rule. We also anticipate that an increase in the per share trading price of our common stock may encourage interest and trading in our common stock by (i) long-term investors who currently may not find our shares attractive due to the trading volatility often associated with lower priced stocks and (ii) indexes or funds with certain eligibility criteria. An increased share price can also make our common stock eligible for investment by brokerage houses and institutional investors that have internal policies and practices that prohibit them from investing in low-priced stocks, that discourage individual brokers from recommending low-priced stock to their customers or that restrict or limit the ability to purchase such stocks on margin. The Reverse Stock Split may also be beneficial for capital raising purposes and provide flexibility in using common stock as consideration in strategic transactions.

The Reverse Stock Split is described in the accompanying proxy materials. You will be able to vote at the Special Meeting if you held shares of the Company’s common stock at the close of business on July 16, 2025, the record date for the Special Meeting (the “Record Date”).

Only shareholders of record at the close of business on the Record Date are entitled to vote at the Special Meeting. The accompanying proxy statement (this “Proxy Statement”) provides detailed information about the Reverse Split Proposal and the Adjournment Proposal, which are the only matters to be considered at the Special Meeting. Please read it carefully. The Notice of Special Meeting of Shareholders (the “Notice”) and Proxy Statement are first being made available to shareholders on or about July 28, 2025.

Your vote is important. Whether or not you expect to attend and participate in the Special Meeting, we encourage you to vote in advance of the Special Meeting.

By Order of the Board of Directors,

Benjamin Lindquist

SVP General Counsel & Corporate Secretary

2005 East Indian School Road

Phoenix, Arizona 85016

July 28, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING TO BE HELD ON SEPTEMBER 10, 2025

The Notice and Proxy Statement are available free of charge at www.virtualshareholdermeeting.com/LESL2025SM.

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS AND WEBSITE REFERENCES

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our expectations regarding the impact of the Reverse Stock Split (including the market price of our common stock) and our ability to regain compliance with the Listing Rule, made in this document are forward-looking. We use words such as “may,” “will,” “likely,” “anticipates,” “believes,” “expects,” “estimates,” “future,” “intends,” “continue,” “maintain,” “remain,” “goal,” “target,” “recurring,” and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described under “Risks of the Proposed Reverse Stock Split” in this Proxy Statement, as well as in our fiscal year 2024 Annual Report on Form 10-K, as supplemented by our subsequent quarterly reports on Form 10-Q. Our forward-looking statements speak only as of the date of this document or as of the date they are made, and we undertake no obligation to update them, notwithstanding any historical practice of doing so. We caution you that these statements are not guarantees of future performance, nor promises that goals or targets will be met, and are subject to numerous and evolving risks and uncertainties that we may not be able to predict or assess. In some cases, we may determine to adjust our commitments, goals or targets or establish new ones to reflect changes in our business, operations or plans.

This document includes references to websites, website addresses and materials found on those websites. The content of any websites and materials named, hyperlinked or otherwise referenced in this document are not incorporated by reference into this document or in any other report or document we file with the SEC, and any references to such websites and materials are intended to be inactive textual references only.

Proxy Statement Summary

Your proxy is being solicited on behalf of the Board for use at the Special Meeting to be held at 12:00 P.M. Eastern Time on September 10, 2025. The Special Meeting will be a virtual meeting conducted via live webcast at www.virtualshareholdermeeting.com/LESL2025SM.

References in this Proxy Statement to “we,” “us,” or “our” refer to the Company.

This summary highlights information contained elsewhere in this Proxy Statement. This summary is not intended to be complete and does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.

Proposals To Be Voted On