UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 19, 2025, pursuant to the Stockholders Agreement, dated November 7, 2024, by and between Primo Brands Corporation (the “Company”), Triton Water Parent Holdings, LP (the “Initial ORCP Stockholder” and together with its affiliates, the “ORCP Stockholders”) and the other parties joined thereto from time to time (the “Stockholders Agreement”), and the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), following the decrease in ownership of the Company’s Class A common stock held by the ORCP Stockholders, each of Kurtis Barker and Allison Spector resigned from the Company’s Board of Directors (the “Board”), which became effective upon acceptance by the Unaffiliated Directors (as defined in the Stockholders Agreement) of the Board on May 21, 2025. Neither Kurtis Barker’s nor Allison Spector’s resignation is the result of any disagreement with the Company on any matter relating to the operations, policies or practices of the Company.
In connection with such resignation, the Board reduced its size to eleven directors, which eliminates the vacancy for a Mutually Agreed Director (as defined in the Stockholders Agreement), as requested by the Initial ORCP Stockholder pursuant to the Certificate of Incorporation.
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 Brands Corporation | ||||||
| Date: May 21, 2025 | By: | /s/ Marni Morgan Poe | ||||
| Marni Morgan Poe | ||||||
| General Counsel & Corporate Secretary | ||||||