UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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 (July 20, 2022)

LATHAM GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware	001-40358	83-2797583
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

787 Watervliet Shaker Road Latham, NY 12110
(Address of principal executive offices) (Zip Code)

(800) 833-3800
(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
Common stock, par value $0.0001 per share		SWIM		The Nasdaq Stock Market LLC

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

Latham Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update