16 unchanged sentences
Other Information
−Removed: Form of Management Incentive Bonus Plan
−Removed: On March 1, 2023, the compensation committee (the “compensation committee”) of our board of directors approved a new form of our annual, performance-based Management Incentive Bonus Plan (“MIB”) that is applicable to our executive officers and certain other key employees, which is attached hereto as Exhibit 10.17 and is incorporated herein by reference.
−Removed: The new form of MIB initially is applicable for the annual performance period ending as of December 31, 2023.
−Removed: Form of Equity Award Agreements
−Removed: On March 1, 2023, the compensation committee approved an updated Form of Restricted Stock Unit Award Agreement and a new Form of Stock Appreciation Right Award Agreement for grants of RSUs and stock appreciation rights (“SARs”) under the Latham Group, Inc.
−Removed: 2021 Omnibus Incentive Plan, which are attached hereto as Exhibits 10.14 and 10.15, respectively, and are incorporated herein by reference.
−Removed: The new forms of equity award agreements were used for the annual equity awards to executive officers on March 1, 2023.
−Removed: Non-Employee Director Compensation Policy
−Removed: On February 21, 2023, the compensation committee ratified the Non-Employee Director Compensation Policy without change, which is attached hereto as Exhibit 10.16 and is incorporated herein by reference.
+Added: Form of Equity Award Agreement
+Added: On March 4, 2024, the Compensation Committee approved a new Form of Performance Stock Unit Award Agreement for grants of performance stock units under the Latham Group, Inc.
+Added: 2021 Omnibus Incentive Plan, which is attached hereto as Exhibit 10.20 and is incorporated herein by reference.
+Added: The new form of equity award agreement was used for a portion of the annual equity awards to executive officers on March 4, 2024.
+Added: Rule 10b5-1 Plans
+Added: During the three months ended December 31, 2023, none of the Company's directors or Section 16 officers adopted or terminated (i) any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this item will be included in our definitive Proxy Statement pertaining to our 2023 Annual Meeting of Stockholders, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of the 2022 fiscal year, and is herein incorporated by reference.
−Removed: Code of Conduct and Business Ethics
−Removed: We have adopted a Code of Conduct and Ethics, which is applicable to all directors, officers, and employees, including our Chief Executive Officer and Chief Financial Officer.
−Removed: Our Code of Conduct and Business Ethics is posted on our Investor Relations website at https://ir.lathampool.com/ on the Governance page of the website.
−Removed: To the extent required by SEC rules, we intend to disclose any amendments to our code of conduct and ethics, and any waiver of a provision of the code with respect to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our web site referred to above within four business days following any such amendment or waiver, or within any other period that may be required under SEC rules from time to time.
+Added: The information required by this item is set forth under the following captions in our definitive proxy statement to be filed in connection with our 2024 Annual Meeting of Stockholders (the “Proxy Statement”), all of which is incorporated herein by reference:
+Added: “Proposal One:
+Added: Election of Class III Directors,” “Board of Directors and Corporate Governance – Class I Directors—Term Expiring at the 2025 Annual Meeting,” “Board of Directors and Corporate Governance – Class II Directors—Term Expiring at the 2026 Annual Meeting,” “Board of Directors and Corporate Governance – Board Committees – Audit Committee,” “Board of Directors and Corporate Governance – Key Governance Policies – Code of Business Conduct and Ethics,” “Executive Officers” and “Delinquent Section 16(a) Reports.”
Executive Compensation
−Removed: The information required by this item will be included in our definitive Proxy Statement pertaining to our 2023 Annual Meeting of Stockholders, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of the 2022 fiscal year, and is herein incorporated by reference.
+Added: The information required by this item is set forth under the following captions in our Proxy Statement, all of which is incorporated herein by reference:
+Added: “Director Compensation” and “Named Executive Officer Compensation Tables.”
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information required by this item will be included in our definitive Proxy Statement pertaining to our 2023 Annual Meeting of Stockholders, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of the 2022 fiscal year, and is herein incorporated by reference.
+Added: The information required by this item is set forth under the following captions in our Proxy Statement, all of which is incorporated herein by reference:
+Added: “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plans.”
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information required by this item will be included in our definitive Proxy Statement pertaining to our 2023 Annual Meeting of Stockholders, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of the 2022 fiscal year, and is herein incorporated by reference.
+Added: The information required by this item is set forth under the following captions in our Proxy Statement, all of which is incorporated herein by reference:
+Added: “Board of Directors and Corporate Governance – Director Independence” and “Certain Relationships and Related Party Transactions.”
Principal Accounting Fees and Services
−Removed: The information required by this item will be included in our definitive Proxy Statement pertaining to our 2023 Annual Meeting of Stockholders, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of the 2022 fiscal year, and is herein incorporated by reference.
+Added: The information required by this item is set forth under the following caption in our Proxy Statement, which is incorporated herein by reference:
+Added: “Other Audit Committee Matters.”
Exhibits and Financial Statement Schedules
24 unchanged sentences
Exhibit Description
−Removed: Offer Letter by and between Joel R.
−Removed: Culp and Latham Pool Products, Inc., dated January 18, 2019 (incorporated by reference to Exhibit 10.11 to Latham Group, Inc.’s Registration Statement on Form S-1 filed with the SEC on April 15, 2021 (File No.
−Removed: Employment Agreement by and between Joel R.
−Removed: Culp and Latham Pool Products, Inc., dated February 11, 2019 (incorporated by reference to Exhibit 10.12 to Latham Group, Inc.’s Registration Statement on Form S-1 filed with the SEC on April 15, 2021 (File No.
−Removed: Employment Agreement by and between Robert L.
−Removed: Masson II and Latham Pool Products, Inc., dated June 9, 2022 (incorporated by reference to Exhibit 10.1 to Latham Group, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2022 (File No.
Retirement Agreement by and between J.
Mark Borseth and Latham Pool Products, Inc., dated June 12, 2022 (incorporated by reference to Exhibit 10.2 to Latham Group, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2022 (File No.
+Added: Employment Agreement by and between J.
+Added: Mark Borseth and Latham Group, Inc., dated February 6, 2023 (incorporated by reference to Exhibit 10.1 to Latham Group, Inc.’s Current Report on Form 8-K filed with the Commission on February 6, 2023 (File No.
+Added: Amendment to Employment Agreement, by and between J.
+Added: Mark Borseth and Latham Group, Inc., dated July 24, 2023 (incorporated by reference to Exhibit 10.4 to Latham Group, Inc.’s Current Report on Form 8-K filed with the SEC on July 25, 2023 (File No.
+Added: Offer Letter, by and between Oliver C.
+Added: Gloe and Latham Pool Products, Inc., dated October 20, 2023 (incorporated by reference to Exhibit 10.2 to Latham Group, Inc.’s Current Report on Form 8-K filed with the SEC on October 24, 2023 (File No.
+Added: Form of Amendment to Employment Agreement (Specified Executive Officers) (incorporated by reference to Exhibit 10.1 to Latham Group, Inc.’s Current Report on Form 8-K filed with the SEC on July 25, 2023 (File No.
+Added: Form of Offer Letter (Specified Executive Officers) (incorporated by reference to Exhibit 10.2 to Latham Group, Inc.’s Current Report on Form 8-K filed with the SEC on July 25, 2023 (File No.
+Added: Latham Pool Products, Inc.
+Added: Officer Severance Plan (incorporated by reference to Exhibit 10.3 to Latham Group, Inc.’s Current Report on Form 8-K filed on July 25, 2023 with the SEC (File No.
Latham Group, Inc.
2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to Latham Group, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2021 (File No.
+Added: First Amendment to the Latham Group, Inc.
+Added: 2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10 to Latham Group, Inc.’s Current Report on Form 8-K filed with the SEC on May 4, 2023 (File No.
Form of Nonqualified Option Award Agreement under the 2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to Latham Group, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2021 (File No.
1 unchanged sentence
Form of Restricted Stock Unit Award Agreement under the 2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to Latham Group, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2021 (File No.
−Removed: Form of Restricted Stock Unit Award Agreement under the 2021 Omnibus Equity Incentive Plan dated March 2023
−Removed: Form of Stock Appreciation Right Award Agreement under the 2021 Omnibus Equity Incentive Plan dated March 2023
+Added: Form of Restricted Stock Unit Award Agreement under the 2021 Omnibus Equity Incentive Plan dated March 2023 (incorporated by reference to Exhibit 10.14 to Latham Group, Inc.’s Annual Report on Form 10-K filed with the SEC on March 7, 2023 (File No.
+Added: Form of Stock Appreciation Right Award Agreement under the 2021 Omnibus Equity Incentive Plan dated March 2023 (incorporated by reference to Exhibit 10.15 to Latham Group, Inc.’s Annual Report on Form 10-K filed with the SEC on March 7, 2023 (File No.
+Added: Form of Performance Stock Unit Award Agreement under the 2021 Omnibus Equity Incentive Plan (filed herewith)
+Added: Exhibit Description
Latham Group, Inc.
−Removed: Non-Employee Director Compensation Plan
+Added: Non-Employee Director Compensation Plan (incorporated by reference to Exhibit 10.16 to Latham Group, Inc.’s Annual Report on Form 10-K filed with the SEC on March 7, 2023 (File No.
Form of Latham Group, Inc.
−Removed: Management Incentive Bonus Plan
−Removed: Subsidiaries of the registrant
−Removed: Consent of Deloitte & Touche LLP, independent registered public accounting firm
+Added: Management Incentive Bonus Plan (incorporated by reference to Exhibit 10.17 to Latham Group, Inc.’s Annual Report on Form 10-K filed with the SEC on March 7, 2023 (File No.
+Added: Subsidiaries of the registrant (filed herewith)
+Added: Consent of Deloitte & Touche LLP, independent registered public accounting firm (filed herewith)
Certification of CEO, pursuant to SEC Rule 13a-14(a) and 15d-14(a) (filed herewith)
4 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
+Added: Policy for the Recovery of Erroneously Awarded Compensation
iXBRL Instance Document
1 unchanged sentence
iXBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Exhibit Description
iXBRL Taxonomy Extension Definition Linkbase Document
18 unchanged sentences
(Principal Executive Officer)
−Removed: /s/ Robert L.
+Added: /s/ Oliver C.
Chief Financial Officer
6 unchanged sentences
(Principal Accounting Officer)
−Removed: /s/ William M.
March 13, 2024
−Removed: /s/ Dane Derbyshire
−Removed: March 7, 2023
−Removed: Dane Derbyshire
+Added: Cline, Chairman
+Added: /s/ Brian Pratt
March 13, 2024
+Added: /s/ DeLu Jackson
March 13, 2024
1 unchanged sentence
March 13, 2024
−Removed: /s/ Alexander L.
March 13, 2024
2 unchanged sentences
Suzan Morno-Wade
+Added: /s/ William M.
+Added: March 13, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.