UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 15, 2023
Primo Water Corporation
(Exact name of registrant as specified in its charter)
Ontario
| 001-31410
| 98-0154711
|
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1150 Assembly Dr.
Suite 800
Tampa, Florida, United States (Address of Principal Executive Offices) | | 33607
(Zip Code) |
Registrant’s telephone number, including area code: (813) 544-8515
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:
| ☐ | 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:
| | | | Name of each exchange on which registered |
Common shares without nominal or par value
| | PRMW
| | New York Stock Exchange
|
| | | PRMW | | Toronto Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 15, 2023, the Board of Directors (the “Board”) of Primo Water Corporation (the “Company”) appointed Eric J. Foss to serve as a member of the Board, effective immediately, until his successor is duly elected and qualified or until his earlier resignation or removal. As of the time of the filing of this Current Report on Form 8-K, the Board has not determined the committees to which Mr. Foss will be appointed.
Mr. Foss’s compensation for his services as a director will be consistent with that of the Company’s other non-employee directors, as described in Exhibit 10.1 to the Company’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 11, 2022.
There is no arrangement or understanding between Mr. Foss and any other persons or entities pursuant to which Mr. Foss was appointed to the Board. There are no transactions in which Mr. Foss has an interest requiring disclosure under Item 404(a) of Regulation S-K.
On March 16, 2023, the Company issued a press release announcing the appointment of Mr. Foss. A copy of the press release is filed herewith as Exhibit 99.1 to this report and is incorporated herein by reference as if fully set forth under this item.
Important Additional Information
The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s shareowners in connection with the Company’s 2023 Annual and Special Meeting of Shareowners (the “Annual Meeting”). The Company intends to file a definitive proxy statement and a BLUE proxy card with the SEC and Canadian securities regulators in connection with any such solicitation of proxies from the Company’s shareowners. SHAREOWNERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING BLUE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. The Company’s definitive proxy statement for the 2022 Annual and Special Meeting of Shareowners contains information regarding the direct and indirect interests, by security holdings or otherwise, of the Company’s directors and executive officers in the Company’s securities. Information regarding subsequent changes to their holdings of the Company’s securities can be found in the SEC filings on Forms 3, 4 and 5, which are available on the Company’s website at https://primowatercorp.com/investors/ or through the SEC’s website at www.sec.gov, and are disclosed on The System for Electronic Disclosure by Insiders (SEDI) in Canada. Information can also be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials to be filed with the SEC and Canadian securities regulators in connection with the Annual Meeting. Shareowners will be able to obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC and Canadian securities regulators at no charge at the SEC’s website at www.sec.gov and on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. Copies will also be available at no charge on the Company’s website at https://primowatercorp.com/investors/.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibit No. | Description |
| | |
| Press Release of Primo Water Corporation, dated March 16, 2023. |
| | |
| 104 | Cover Page Interactive Data (embedded within the Inline XBRL document). |
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.
| | Primo Water Corporation |
| | (Registrant) |
| March 16, 2023 | | |
| | By: | /s/ Marni Morgan Poe |
| | | Marni Morgan Poe |
| | | Chief Legal Officer and Secretary |
