UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||||
Washington, D.C. 20549 | ||||
________________ FORM ________________ | ||||
CURRENT REPORT Date of Report (Date of earliest event reported):
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
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(Zip Code) | |||
Registrant’s telephone number, including area
code: ( ________________ | ||||
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: Securities registered pursuant to Section 12(b) of the Act: | ||||
Title of each class |
Trading |
Name of each 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 5.07. | Submission of Matters to a Vote of Security Holders. |
The Annual and Special Meeting of Shareowners (the “Meeting”) of Primo Water Corporation (the “Company”) was held on Wednesday, May 31, 2023. As at the record date of April 27, 2023, 159,134,534 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, Eric J. Foss, Jerry Fowden, Thomas J. Harrington, Derek R. Lewis, Lori T. Marcus, Billy D. Prim, 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 | 137,711,062 | — | 3,677,067 | 4,290,932 | ||||||||||||
Susan E. Cates | 139,352,381 | — | 2,035,748 | 4,290,932 | ||||||||||||
Eric J. Foss | 124,606,969 | — | 16,781,160 | 4,290,932 | ||||||||||||
Jerry Fowden | 134,522,815 | — | 6,865,314 | 4,290,932 | ||||||||||||
Thomas J. Harrington | 138,979,277 | — | 2,408,852 | 4,290,932 | ||||||||||||
Derek R. Lewis | 139,587,591 | — | 1,800,538 | 4,290,932 | ||||||||||||
Lori T. Marcus | 139,564,602 | — | 1,823,527 | 4,290,932 | ||||||||||||
Billy D. Prim | 137,063,760 | — | 4,324,369 | 4,290,932 | ||||||||||||
Archana Singh | 139,088,279 | — | 2,299,850 | 4,290,932 | ||||||||||||
Steven P. Stanbrook | 139,145,268 | — | 2,242,861 | 4,290,932 |
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 2023 fiscal year.
For | Against | Abstain | Broker non-votes | |||
144,423,552 | 1,157,700 | 97,809 | — |
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 | Abstain | Broker non-votes | |||
136,972,010 | 4,291,056 | 125,063 | 4,290,932 |
Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation
At the Meeting, shareowners determined, on an advisory basis, that the advisory vote on the executive compensation of the named executive officers of the Company should occur every year.
One Year | Two Years | Three Years | Abstain | Broker non-votes | |||
138,857,462 | 39,376 | 2,464,086 | 27,205 | 4,290,932 |
Approval of Second Amended and Restated By-Laws
At the Meeting, shareowners approved the Company’s Second Amended and Restated By-Laws, which, among other changes, clarify certain procedural and information requirements for shareowners to make director nominations and address certain matters resulting from the SEC’s “universal proxy” rules.
For | Against | Abstain | Broker non-votes | |||
139,560,763 | 1,786,248 | 41,118 | 4,290,932 |
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) | ||
June 1, 2023 | ||
By: | /s/ Marni Morgan Poe | |
Marni Morgan Poe | ||
Chief Legal Officer and Secretary |
Cover |
May 31, 2023 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | May 31, 2023 |
Entity File Number | 001-31410 |
Entity Registrant Name | Primo Water Corporation |
Entity Central Index Key | 0000884713 |
Entity Tax Identification Number | 98-0154711 |
Entity Incorporation, State or Country Code | A6 |
Entity Address, Address Line One | 1150 Assembly Dr. |
Entity Address, Address Line Two | Suite 800 |
Entity Address, City or Town | Tampa |
Entity Address, State or Province | FL |
Entity Address, Country | US |
Entity Address, Postal Zip Code | 33607 |
City Area Code | 813 |
Local Phone Number | 544-8515 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common shares without nominal or par value |
Trading Symbol | PRMW |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |