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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 31, 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 5.07.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