Item 2.02 Results of Operations and Financial Condition.
On January 19, 2023, Latham Group, Inc. (the "Company") issued a press release
reaffirming its guidance for fiscal 2022 and announcing the information set
forth in Item 5.02 below. A copy of the Company's press release is attached
hereto as Exhibit 99 and is incorporated herein by reference.
The information furnished with this Item 2.02 (including Exhibit 99 referenced
under Item 9.01 below) of this Current Report on Form 8-K shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference into any other filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 16, 2023, Robert L. Masson II, Chief Financial Officer of Latham
Group, Inc. (the "Company"), notified the Company that he will resign his
position with the Company effective as of March 17, 2023 (the "Effective Date")
for family reasons. In connection with Mr. Masson's announced resignation, he
did not express any disagreement on any matter relating to the Company's
operations, policies or practices. The Company expects that Mr. Masson will
remain the Company's Chief Financial Officer until the Effective Date. The
Company has initiated an external search process for a new Chief Financial
Officer.
On January 19, 2023, the Company approved the appointment of J. Mark Borseth as
Strategic Advisor to the Company, effective February 13, 2023. Following the
Effective Date, Mr. Borseth will become the Company's Interim Chief Financial
Officer. Mr. Borseth, age 64, served as Strategic Advisor of the Company from
July 2022 until December 2022. Previously, he served as the Company's Chief
Financial Officer from February 2020 to July 2022. Prior to joining us,
Mr. Borseth served in the roles of president and chief executive of?cer from
October 2017 to August 2019, interim chief executive of?cer and chief ?nancial
of?cer from July 2017 to September 2017 and senior vice president and chief
?nancial of?cer from 2015 to June 2017 of Ranpak, a manufacturer of paper
packaging converter machines and paper products. From 2009 to 2014, Mr. Borseth
served as executive vice president and chief ?nancial of?cer at Constar
International, a producer of polyethylene terephthalate plastic containers,
leading its turn-around out of bankruptcy in January 2011 and December 2013.
Prior to that, Mr. Borseth served as senior vice president and chief ?nancial
of?cer at Eclipse Aviation, a jet manufacturer, from 2007 to 2009. From 1984 to
2007, Mr. Borseth served in various ?nancial and operational roles of increasing
responsibility at 3M, a multinational manufacturer, including president and
general manager of 3M Canada and treasurer of 3M. Mr. Borseth holds a Bachelor
of Science degree in business administration and management, and a Master of
Business Administration degree from Minnesota State University, Mankato.
The Company intends to enter into a new employment agreement with Mr. Borseth,
and will file an amendment to this Current Report on Form 8-K within four
business days after the execution of such agreement. In connection with his
prior transition from Chief Financial Officer to Strategic Officer, the Company
previously entered into a retirement agreement with Mr. Borseth, dated June 12,
2022 (the "Retirement Agreement"), the terms of which are summarized in the
Company's Current Report on Form 8-K filed on June 14, 2022 . The summary of
the material terms of the Retirement Agreement is subject to the full and
complete terms of the Retirement Agreement, a copy of which is incorporated by
reference as Exhibit 10 to this Current Report on Form 8-K.
There are no arrangements or understandings between Mr. Borseth and any other
persons pursuant to which he was selected as Interim Chief Financial Officer of
the Company. Mr. Borseth has no familial relationships with any executive
officer or director of the Company. There have been no transactions in which the
Company has participated and in which Mr. Borseth had a direct or indirect
material interest that would be required to be disclosed under Item 404(a) of
Regulation S-K.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10* 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 the Company's Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission on August 11, 2022 (File
No. 001-40358))
99 Press release of Latham Group, Inc., dated January 19, 2023,
announcing the departure of Mr. Masson and reaffirming fiscal 2022
guidance
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
____________
* Indicates management contract or compensatory plan.
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