8-K

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 18, 2011

PRIMO WATER CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	001-34850	30-0278688
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

104 Cambridge Plaza Drive Winston-Salem, NC	27104
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 336-331-4000

Not Applicable

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07. Submission of Matters to a Vote of Security Holders.

Primo Water Corporation (the “Company”) held its Annual Meeting of Stockholders on May 18, 2011. The certified results of the matters voted upon at the meeting, which are more fully described in the Company’s proxy statement, are as follows:

Proposal 1 — Election of the two directors nominated by the Company’s Board of Directors as Class I directors to serve until the 2014 annual meeting of stockholders:

	For		Withheld		Broker Non-Votes
Billy D. Prim		16,308,954		66,040		190,400
Jack C. Kilgore		16,266,117		108,877		190,400

Proposal 2 — Advisory vote on the compensation paid to the Company’s named executive officers:

For	Against	Abstain	Broker Non-Votes
11,130,187	5,244,507	300	190,400

Proposal 3 — Advisory vote on the frequency of future advisory votes on the compensation paid to the Company’s named executive officers:

1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
6,793,969	904,109	8,676,616	300	190,400

Based on these voting results, the Board of Directors has determined that the Company will hold a vote on the compensation paid to the Company’s named executive officers every three years until the next required advisory vote on the frequency of the executive compensation vote, which will occur no later than our Annual Meeting of Stockholders in 2017.

Proposal 4 — Approval of an amendment and restatement of Primo’s current certificate of incorporation to eliminate references to series of preferred stock that are no longer outstanding:

For	Against	Abstain	Broker Non-Votes
16,565,394	0	0	0

Proposal 5 — Ratification of the Audit Committee’s appointment of McGladrey & Pullen, LLP as the Company’s independent registered public accounting firm for 2011:

For	Against	Abstain
16,513,503	51,891	0

Item 8.01 Other Events.

On May 19, 2011, the Company issued a press release announcing the election of directors at the 2011 Annual Meeting of Stockholders. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished herewith:

Exhibit No.		Exhibit Description
	99.1	Press Release, dated May 19, 2011.

Signature

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
Date: May 19, 2011	By:	/s/ Mark Castaneda
		Name:	Mark Castaneda
		Title:	Chief Financial Officer and Secretary

SECURITIES AND EXCHANGE COMMISSION
Washington, DC

EXHIBITS

CURRENT REPORT
ON
FORM 8-K

Date of Event Reported:	Commission File No:
May 18, 2011	001-34850

PRIMO WATER CORPORATION

EXHIBIT INDEX

Exhibit No.		Exhibit Description
	99.1	Press Release, dated May 19, 2011.

EX-99.1

Exhibit 99.1

Contact:
Primo Water Corporation
Mark Castaneda, Chief Financial Officer
(336) 331-4000

ICR Inc.
John Mills
Katie Turner
(646) 277-1228

Primo Water Announces Election of New Independent Director

WINSTON-SALEM, N.C., May 18, 2011 — Primo Water Corporation (Nasdaq: PRMW), a rapidly growing provider of three-and five-gallon purified bottled water, self-serve filtered drinking water and water dispensers sold through major retailers nationwide, today announced the election of Jack C. Kilgore to the Company’s Board of Directors, effective May 18, 2011. Mr. Kilgore was elected by the Company’s stockholders at its annual meeting. Billy D. Prim, the Company’s Chairman and CEO was also re-elected at the annual meeting.

Mr. Kilgore has more than 30 years of food industry experience with major retailers nationwide. He is currently President of Rich Products Corporation’s Consumer Brands Division and one of six members on Rich’s Executive Leadership team. Mr. Kilgore oversees Rich’s consumer packaged goods business which markets the company’s branded products to supermarkets and club stores.

“We are extremely pleased to welcome Jack, given his extensive experience and expertise with our network of regional and national retailers. We look forward to his valuable insights as we continue to expand Primo Water’s service to major retailers in the U.S. and Canada,” stated Mr. Prim.

About Primo Water Corporation

Primo Water Corporation is a rapidly growing provider of three-and five-gallon purified bottled water, self-serve filtered drinking water and water dispensers sold through major retailers throughout the United States and Canada. The Company’s products provide an environmentally friendly, economical, convenient and healthy solution for consuming purified water.