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): December 7, 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. ☐
On December 7, 2023, the Human Resources and Compensation Committee of the Board of Directors of Primo Water Corporation (the “Company”) approved a new form of Restricted Share Unit Award Agreement with Performance-Based Vesting under Primo Water Corporation’s Equity Incentive Plans (the “Form Agreement”). The Form Agreement will include total shareholder return (“TSR”) relative to the Russell 2000 index as a performance objective in addition to return on invested capital (“ROIC”), weighted 50% and 50%, respectively. The Company believes that considering TSR as a performance objective together with ROIC furthers its goal to ensure that the Company’s executive compensation programs are closely aligned with the interests of its shareowners.
The foregoing description of the revised Form Agreement is qualified in its entirety by reference to the complete text of the finalized form, which is filed as Exhibit 10.1 hereto.
Item 9.01.
| Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description |
| | |
| Form of Restricted Share Unit Award Agreement with Performance-Based Vesting under the Primo Water Corporation Equity Incentive Plans. |
| | |
| 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) |
| | | |
| December 11, 2023 | | |
| | | |
| | By: | /s/ Marni Morgan Poe |
| | | Marni Morgan Poe |
| | | Chief Legal Officer and Secretary |
