UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
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 22, 2022 (
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
| ||
| (Address of principal executive offices) (Zip Code) | ||
| ( | ||
| (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 (see General Instruction A.2. below):
| 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 | ||
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
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 1.01 | Entry into a Material Definitive Agreement. |
The information set forth under Item 5.02 in this 8-K is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 20, 2022, Christopher O’Brien notified the Board of Directors (the “Board”) of Latham Group, Inc. (the “Company”) that he will resign effective immediately. At the time of his resignation, Mr. O’Brien was a member of the Board’s Compensation Committee. His decision to resign is not the result of any disagreement with management or the Board related to the Company’s operations, policies, or practices.
In connection with Mr. O’Brien’s resignation, Wynnchurch Capital Partners IV, L.P. and WC Partners Executive IV, L.P. (collectively, the “Wynnchurch Funds”) have irrevocably waived all their rights under Section 2.1 of the Stockholders Agreement among the Company, Pamplona Capital Partners V, L.P. and the Wynnchurch Funds, dated as of April 27, 2021, including, without limitation, the right to nominate a director, remove a designee, fill a vacancy and appoint an observer to our board of directors. The Wynnchurch Funds have also entered into a voting agreement under which they and their affiliates committed not to vote more than 9.9% shares of our outstanding common stock owned by the Wynnchurch Funds and their affiliates from July 20, 2022 until the date, if any, that the Wynnchurch Funds and their affiliates own more than 50% of shares of our outstanding common stock.
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 22, 2022
| LATHAM GROUP, INC. | |||
| By: | /s/ Scott M. Rajeski | ||
| Name: | Scott M. Rajeski | ||
| Title: | Chief Executive Officer and President | ||