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 30, 2023 ________________ |
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.) |
| | | |
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: |
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 31, 2023, Primo Water Corporation (the “Company”) announced that Thomas J. Harrington, Chief Executive Officer of the Company (“CEO”), informed the Board that he intends to retire as the Company’s CEO, with a target effective date of December 31, 2023. To ensure a smooth transition, Mr. Harrington will continue to serve as CEO and on the Company’s Board of Directors (the “Board”) until the Board has identified and appointed a successor. The Board has initiated a search to identify the Company’s next CEO and has engaged a leading executive search firm to assist in the process. In order to facilitate a comprehensive process, the Board will evaluate both internal and external candidates.
| Item 7.01. | Regulation FD Disclosure. |
On May 31, 2023, the Company issued a press release announcing that Mr. Harrington intends to retire as the Company’s CEO as discussed above. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
This information, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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 31, 2023 | |
| | By:/s/ Marni Morgan Poe____________ |
| | Marni Morgan Poe |
| | Chief Legal Officer and Secretary |
