Latham (SWIM) 8-KDeparture of Directors or Certain Officers

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): July 24, 2023

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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.

Amendments to Employment Agreements and Offer Letters – Executive Officers

On July 24, 2023, Latham Pool Products, Inc. (“Latham Pool”), a wholly owned subsidiary of Latham Group, Inc. (the “Company”), entered into amendments to the employment agreements (collectively, the “Amendments”) of Scott Rajeski and Sanjeev Bahl, the continuing named executive officers of the Company, as well as other employees on Latham Pool’s executive leadership team (excluding Mark Borseth, the Interim Chief Financial Officer) and the controller of Latham Pool (each, a “Participant”). The Amendments effectively terminate the applicable employment agreements, provide for a general release of claims and set forth the terms of the Offer Letters with each Participant. Concurrently, Latham Pool entered into an offer letter (collectively, the “Offer Letters”) with each Participant, which sets forth the terms and conditions of continuing employment, on an at-will basis, with Latham Pool. The Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) determined to effectuate the Amendments and Offer Letters in order to standardize the employment terms and severance benefits of key leaders of the Company.

Each Offer Letter (i) sets forth specified compensation matters, including initially to continue the annual base salary and target bonus (as a percentage of the annual base salary) in effect as of the effective date of the Amendment, except to increase the annual base salary in an amount equal to the cash value of specified annual perquisites provided to the applicable Participant (and thereafter, such perquisites will no longer be provided), (ii) specifies eligibility to continue to participate in the Company’s annual equity and cash incentive programs and the other employee benefit plans and programs generally available, and (iii) provides for the execution of ancillary agreements among the parties, including a Confidentiality, Non-Competition, and Non-Solicitation Agreement and a Mutual and Binding Employment Arbitration Agreement. Each Offer Letter of Participants, including Messrs. Rajeski and Bahl, also provides such Participants with eligibility to receive the termination benefits set forth in the Latham Pool Products, Inc. Officer Severance Plan (the “Severance Plan”), described below.

The foregoing summaries of the material terms of the form of Amendment and the form of Offer Letter applicable to the Participants, including Messrs. Rajeski and Bahl, are qualified in their entirety by reference to the full text of the form of Amendment and the form of Offer Letter, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Officer Severance Plan

The Severance Plan provides the Participants with certain payments and benefits (i) following specified termination events and (ii) following specified termination events subsequent to a change of control of the Company. The Severance Plan supersedes prior severance plans or arrangements, including any prior severance plans or arrangements in any employment agreements that contain applicable severance provisions. The Severance Plan will expire on December 31, 2025 (unless a Change of Control has occurred prior to such date), although payment and benefit obligations from a termination event prior to such date will continue thereafter.

Under the Severance Plan, a Participant receives the following payments and benefits, if the Administrator (as defined in the Severance Plan) determines that (i) the Participant resigned for Good Reason (as defined in the Severance Plan) or (ii) the Participant was involuntarily terminated by Latham Pool for reasons other than for Cause (as defined in the Severance Plan):

If the Participant resigns for Good Reason or the Participant is involuntarily terminated by Latham Pool for reasons other than for Cause, in each case within 12 months following a Change in Control (as defined in the Severance Plan), a Participant receives:

In the event of a termination due to death or disability:

The right to receive payments and benefits under the Severance Plan also is subject to the Participant’s delivery and non-revocation of a valid release of claims, a non-compete and non-solicitation agreement and any other document deemed appropriate by the Administrator. Payments will be delayed until the effectiveness of the release and as required by Section 409A of the Internal Revenue Code of 1986, as amended. Upon a determination by the Administrator that the Participant has engaged in Detrimental Activity (as defined in the Severance Plan), the payments and benefits under the Severance Plan will cease and prior payments and benefits would be subject to recovery.

The foregoing summary of the material terms of the Severance Plan is qualified in its entirety by reference to the full text of the Severance Plan, which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

Amendment to Employment Agreement – M. Borseth

On July 24, 2023, the Company and J. Mark Borseth entered into an amendment (the “Borseth Amendment”) of that certain employment agreement between such parties, dated February 13, 2023 (the “Borseth Employment Agreement”).

The Borseth Amendment:

The Borseth Amendment also confirms that Mr. Borseth is not a participant in the Severance Plan.

Except as amended by the Borseth Amendment, the Borseth Employment Agreement remains in full force and effect, the terms of which are summarized in the Company’s Current Report on Form 8-K/A filed on February 6, 2023. The foregoing summary of the material terms of the Borseth Amendment is qualified in its entirety by reference to the full text of the Borseth Amendment, which is attached hereto as Exhibit 10.4 and is incorporated herein by reference.

(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: July 25, 2023