UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 2, 2023
| LATHAM GROUP, INC. |
| (Exact name of registrant as specified in its charter) |
| | | |
| Delaware | 001-40358 | 83-2797583 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (I.R.S. Employer
Identification No.) |
| | | |
787 Watervliet Shaker Road Latham, NY 12110 |
| (Address of principal executive offices) (Zip Code) |
| |
| (800) 833-3800 |
| (Registrant’s Telephone Number, Including Area Code) |
| |
| |
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol | | Name of each exchange on which
registered |
| Common stock, par value $0.0001 per share | | SWIM | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amendment to Latham Group, Inc. 2021 Omnibus Equity Incentive Plan
On May 2, 2023, at the 2023 annual meeting of stockholders (the “Annual Meeting”) of Latham Group, Inc. (the “Company”), the stockholders approved the first amendment (the “First Amendment”) to the Latham Group, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Omnibus Equity Plan”), which was previously approved by the Board of Directors of the Company (the “Board”). The First Amendment became effective upon stockholder approval, and provides for (i) an increase by 8,000,000 shares of the share pool, i.e. the maximum number of shares of the Company’s common stock that may be issued pursuant to awards granted under the 2021 Omnibus Equity Plan, (ii) a prohibition on recycling of shares withheld or remitted to pay taxes for all awards, (iii) a minimum vesting period of one year for all awards, with an exception for shares representing 5% of the share pool, and (iv) a prohibition on the transfer of stock options and stock appreciation rights (“SARs”) for value or to third-party financial institutions without stockholder approval.
Except as amended by the First Amendment, the other terms of the 2021 Omnibus Equity Plan remain in full force and effect. A description of the terms of the First Amendment and 2021 Omnibus Equity Plan is included in “Proposal Three: Amendment to the 2021 Omnibus Equity Incentive Plan” in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on March 21, 2023, which description is incorporated herein by reference. Such description is a summary only and is qualified in its entirety by reference to the full text of the First Amendment and 2021 Omnibus Equity Incentive Plan included in such definitive proxy statement. The First Amendment is attached hereto as Exhibit 10 and is incorporated herein by reference.
Stock Appreciation Rights
On March 1, 2023, the Compensation Committee of the Board approved annual equity award grants under the 2021 Omnibus Equity Plan to officers and other employees. A portion of the annual equity awards granted to our executive officers included SARs for an aggregate of 790,181 shares of common stock, with a strike price of $3.24 per share, which were subject to stockholder approval of the First Amendment at the Annual Meeting because the Company did not have enough shares of common stock in the share pool to support such grant as of such date. On May 2, 2023, following stockholder approval of the First Amendment at the Annual Meeting, the foregoing SARs awards to our executive officers became effective without condition. The form of Stock Appreciation Right Award Agreement used for such awards was filed as Exhibit 10.15 to Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 7, 2023.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on May 2, 2023. At the Annual Meeting, the stockholders:
| (1) | Elected the three Class II director nominees, with each director to hold office until the 2026 annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service; |
| (2) | Ratified the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023; and |
| (3) | Approved the First Amendment. |
Set forth below are the final voting results for each matter presented to stockholders at the Annual Meeting.
Proposal 1: Election of Class II Directors
| Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Robert D. Evans | | 85,133,259 | | 18,779,118 | | 2,237,990 |
| William M. Pruellage | | 84,906,739 | | 19,005,638 | | 2,237,990 |
| Scott M. Rajeski | | 90,370,536 | | 13,541,841 | | 2,237,990 |
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
| For | | Against | | Abstain |
| 106,147,692 | | 1,970 | | 705 |
Proposal 3: Approval of Amendment to the Latham Group, Inc. 2021 Omnibus Equity Incentive Plan
| For | | Against | | Abstain | | Broker Non-Votes |
| 103,273,068 | | 454,717 | | 184,592 | | 2,237,990 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
* Filed herewith. Indicates management contract or compensatory plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 4, 2023
| | LATHAM GROUP, INC. |
| | | |
| | By: | /s/ Scott M. Rajeski |
| | Name: | Scott M. Rajeski |
| | Title: | Chief Executive Officer and President |
