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): May 10, 2022 ________________ |
Primo Water Corporation
(Exact name of registrant as specified in its charter) ________________ |
| | | |
Ontario
(State or other jurisdiction
of incorporation) | 001-31410
(Commission
File Number) | 98-0154711
(IRS Employer
Identification No.) |
| | | |
Corporate Center III
4221 W. Boy Scout Blvd., Suite 400
Tampa, Florida, United States
(Address of Principal Executive Offices) | 33607
(Zip Code) |
| | | |
Registrant’s telephone number, including area code: (813) 313-1732 N/A
(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: ☐ 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(s) | 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 2.02. | Results of Operations and Financial Condition. |
On May 12, 2022, Primo Water Corporation (the “Company”) issued a press release reporting financial results for the first quarter ended April 2, 2022. A copy of the press release is furnished herewith under the Securities Exchange Act of 1934, as amended, as Exhibit 99.1 to this Form 8-K and is incorporated by reference into this Item 2.02 as if fully set forth herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting of Shareowners (the “Meeting”) was held on Tuesday, May 10, 2022. As at the record date of March 21, 2022, 161,069,922 common shares were outstanding and entitled to notice of and to vote at the Meeting.
Election of Directors
At the Meeting, shareowners approved the election of Britta Bomhard, Susan E. Cates, Jerry Fowden, Stephen H. Halperin, Thomas J. Harrington, Gregory Monahan, Billy D. Prim, Eric Rosenfeld, Archana Singh and Steven P. Stanbrook to serve for the ensuing year and until their respective successors are elected.
| | | For | | Against | | Withhold | | Broker non-votes |
| Britta Bomhard | | 141,022,598 | | - | | 1,164,398 | | 6,316,656 |
| |
| Susan E. Cates | | 141,926,424 | | - | | 260,572 | | 6,316,656 |
| |
| Jerry Fowden | | 140,838,932 | | - | | 1,348,064 | | 6,316,656 |
| |
| Stephen H. Halperin | | 136,890,006 | | - | | 5,296,990 | | 6,316,656 |
| |
| Thomas J. Harrington | | 141,441,095 | | - | | 745,901 | | 6,316,656 |
| |
| Gregory Monahan | | 134,974,880 | | - | | 7,212,116 | | 6,316,656 |
| |
| Billy D. Prim | | 141,458,564 | | - | | 728,432 | | 6,316,656 |
| |
| Eric Rosenfeld | | 103,009,019 | | - | | 39,177,977 | | 6,316,656 |
| |
| Archana Singh | | 141,447,225 | | - | | 739,771 | | 6,316,656 |
| |
| Steven P. Stanbrook | | 139,292,922 | | - | | 2,894,074 | | 6,316,656 |
| | | | | | | | | | | | |
Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Certified Public Accounting Firm
At the Meeting, shareowners approved the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered certified public accounting firm for its 2022 fiscal year.
| For | | Against | | Withhold | | Broker non-votes |
| |
| 148,444,713 | | 50,403 | | 8,536 | | - |
Advisory Vote on Executive Compensation
At the Meeting, shareowners approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including Compensation Discussion and Analysis, compensation tables and narrative discussion.
| For | | Against | | Withhold | | Broker non-votes |
| |
| 131,615,234 | | 10,507,545 | | 64,217 | | 6,316,656 |
On May 11, 2022, the Company announced that the Board declared a dividend of US$0.07 per common share, payable in cash on June 22, 2022 to shareowners of record at the close of business on June 10, 2022.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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) |
| | |
| | | |
| May 12, 2022 | | |
| | | |
| | | |
| | By: | /s/ Marni Morgan Poe |
| | | Marni Morgan Poe |
| | | Chief Legal Officer and Secretary |
| | | |
