Leslie's Inc

This management proposal asks shareholders to ratify the Audit Committee’s decision to engage Grant Thornton LLP as the company’s independent registered public accounting firm for fiscal year 2026. Management is seeking shareholder approval as a conventional corporate governance practice to provide shareholders a say on the choice of auditor, even though the Audit Committee retains authority to change the auditor. The proposal follows a competitive selection process prompted in part by dismissal of the prior auditor, EY, and considerations including audit quality, PCAOB reports, firm capabilities, fees, and independence. The filing discloses prior adverse opinions from EY on internal controls and outlines ongoing remediation efforts for material weaknesses in inventory and asset impairment processes; Grant Thornton’s selection reflects the Audit Committee’s view that Grant Thornton has the necessary resources and independence to audit the company as it implements remediation. The Board recommends a “FOR” vote as it believes ratification supports continuity and oversight, but shareholders should note the company’s recent internal control issues and the Audit Committee’s continuing oversight; if not ratified, the Audit Committee may reconsider the engagement.

This management proposal requests a non-binding advisory approval of the named executive officers’ compensation as disclosed in the proxy. The Compensation Committee designs pay to be largely at-risk and tied to financial (Adjusted EBITDA, sales) and operational metrics, with a mix of base salary, annual cash bonuses, and long-term equity (PSUs and RSUs). Fiscal 2025 results led to partial bonus payouts and forfeitures of some PSUs due to unmet performance thresholds, illustrating the Committee’s pay-for-performance approach. The Board recommends a “FOR” vote, arguing the programs align executives’ interests with shareholders, incorporate safeguards like clawbacks and minimum vesting, and are informed by independent consultant benchmarking and shareholder engagement. Shareholders should evaluate recent pay outcomes, the disclosed compensation philosophy, and strong prior say-on-pay support when deciding their vote.

This management proposal asks shareholders to approve a Certificate amendment to remove entrenched supermajority (66 2/3%) voting thresholds and shift to Delaware default majority voting standards for amendments and director removal; it also reduces the vote to amend Bylaws to a majority. Management frames the change as aligning governance with best practices, increasing accountability, and clarifying application of DGCL Section 242(d). The Board recommends a “FOR” vote, arguing that while supermajority provisions protect against abrupt changes, they can be seen as limiting shareholder oversight; the change emerges from a Board review that concluded the majority standard better serves shareholder interests. Legal effects, voting thresholds for adoption, and contingent Bylaws amendments are disclosed; note that approval itself still requires a 66 2/3% vote under current Certificate provisions.

This management proposal asks shareholders to approve an amended and restated Omnibus Incentive Plan that increases the share reserve and extends the plan term. Management argues equity awards are critical to recruit and retain talent, align employee incentives with shareholder value, and notes that without approval the company may face constraints in granting competitive equity. The Board considered dilution metrics (three-year average burn rate 1.65%, overhang 9.1% rising to 13.8% if approved), limits on single-participant annual awards for non-employee directors, minimum vesting, clawback provisions, and other governance protections in recommending the Plan. Approval requires a majority vote and the Board recommends “FOR.”