Proposal 4: Adoption of Sixth Amended and Restated Certificate of Incorporation of Leslie’s, Inc.

We are asking shareholders to adopt the proposed amendment and restatement of the Certificate of Incorporation, in the form attached as Appendix 1 to this Proxy Statement (“Proposed Restated Certificate of Incorporation”). The Proposed Restated Certificate of Incorporation would amend the Certificate of Incorporation to:

and restate the Certificate of Incorporation to reflect the foregoing amendments. Appendix 1 shows the proposed changes to the Company’s Certificate of Incorporation, with deletions indicated by strikeouts and additions indicated by underlining.

The Board approved the Proposed Restated Certificate of Incorporation, and recommended its adoption by the Company’s shareholders, on December 15, 2022. If adopted by the Company’s shareholders, the Proposed Restated Certificate of Incorporation would become effective upon the filing of that document with the Secretary of State of the State of Delaware. The Company intends to make the filing promptly after the 2023 Annual Meeting.

Declassification of the Board

The Nominating and Corporate Governance Committee and the Board regularly review our corporate governance practices to ensure that such practices, including the procedures for the election of directors, remain in the best interests of the Company, its shareholders and other relevant constituencies. In response to the shareholder vote with respect to the election of directors at our 2022 Annual Meeting, we announced the Board’s plans to declare advisable and submit for shareholder vote an amendment to the Certificate of Incorporation at the Annual Meeting that would subject the Company’s classified board structure to a 5-year sunset. Following further review and deliberation, the Board determined that it would be in the best interests of the Company and its shareholders to instead subject the classified board structure to a sunset concluding at the Company’s 2027 Annual Meeting of Shareholders, which is prior to the seven-year anniversary of our initial public offering.

The Board believes that its classified structure, which was implemented in 2020 when we became an independent, publicly traded company, provides stability and continuity in the leadership of the business and affairs of the Company because a majority of the directors would always have prior experience as directors of the Company. A classified board has also been an important factor in assuring a focus on the Company’s long-term growth strategies and reinforcing a commitment to long-term shareholder value, and may enhance shareholder value by forcing an entity seeking control of the Company to initiate arms-length discussions with the Board because the entity is unable to replace the entire Board in a single election. While the Board believes these are important benefits, the Board also recognizes the benefit of providing shareholders an annual opportunity to express in a meaningful way their views on the performance of all our directors, as well as the sentiment among certain shareholders and members of the investment community in favor of annual elections.

After careful consideration, upon the unanimous recommendation of the Nominating and Corporate Governance Committee (composed entirely of independent directors), the Board determined that it is appropriate to propose declassifying the Board on a phased-in basis concluding with the Company’s 2027 Annual Meeting of Shareholders, subject to the requisite approval by shareholders of this Proposal. This phase-in is intended to support the Company during the years following its initial public offering, with a reduced risk of disruption from special interest groups, which might have an agenda contrary to the long-term interests of all shareholders, while also being responsive to the concerns of shareholders that believe annual elections increase the accountability of directors to the shareholders.

PROPOSAL 4: ADOPTION OF SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LESLIE’S, INC.

Currently, members of our Board are elected for staggered terms of three years. The proposed amendments would not affect the election of the class of directors at this Annual Meeting. If the Proposed Restated Certificate of Incorporation is adopted, the class of directors standing for election at our 2024 Annual Meeting of Shareholders will stand for election for three-year terms, the class of directors standing for election at our 2025 Annual Meeting of Shareholders will stand for election for two-year terms and the class of directors standing for election at our 2026 Annual Meeting of Shareholders will stand for election for one-year terms, in each case expiring at the 2027 Annual Meeting of Shareholders. Commencing with the 2027 Annual Meeting of Shareholders, the Board shall cease to be classified and the directors elected at the 2027 Annual Meeting of Shareholders (and each meeting thereafter) shall be elected for a term expiring at the next annual meeting. All directors who are elected or appointed following the effectiveness of the Proposed Restated Certificate of Incorporation and prior to the 2027 Annual Meeting will continue to hold office until the 2027 Annual Meeting. In all cases, each director will hold office until his or her successor has been elected and qualified or until such director’s earlier death, retirement, resignation or removal.

Removal of Obsolete Provisions

The Certificate of Incorporation also includes references to certain differentiated requirements before and after the date that the Sponsors cease to own at least 50% of the Company’s outstanding shares of common stock (the “Trigger Event”). Because the Sponsors no longer own at least a majority of our outstanding shares of common stock, these references no longer apply. If the Proposed Restated Certificate of Incorporation is adopted by our shareholders and becomes effective, the obsolete references to requirements in force before the date of the Trigger Event will be removed. The Proposed Restated Certificate of Incorporation also would make other technical and administrative amendments to the Certificate of Incorporation.

All of the foregoing amendments, including amendments to remove obsolete language and make other technical and administrative changes referred to above, are shown in the marked copy of the Proposed Restated Certificate of Incorporation attached as Appendix 1 to this Proxy Statement.

Legal Effectiveness of the Proposed Restated Certificate of Incorporation

If shareholders approve the Proposed Restated Certificate of Incorporation by an affirmative vote of the holders of at least 66 2/3% of the outstanding shares of our common stock, we will file the Proposed Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Proposed Restated Certificate of Incorporation will become effective upon such filing. If shareholders do not approve the Proposed Restated Certificate of Incorporation by the requisite vote, then the Proposed Restated Certificate of Incorporation will not be filed with the Secretary of State of the State of Delaware, and the Company’s Board will remain classified.

Effective as of the time of effectiveness of the Proposed Restated Certificate of Incorporation, the Board intends to approve amendments to provisions of the Company’s bylaws that will be consistent with the amendments discussed in this proposal.

An affirmative vote of the holders of at least 66 2/3% the voting power of the shares outstanding as of the record date is required to adopt Proposal 4. Abstentions and broker non-votes will have the effect of a vote against Proposal 4. If this proposal does not receive the requisite approval by the shareholders at the Annual Meeting, the proposed amendments to the Certificate of Incorporation will not be implemented, and the Company’s Board will remain classified.