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):  March 4, 2014

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)	(I.R.S. 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:

¨ 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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 4, 2014, Susan E. Cates was appointed to fill a vacancy on the Board of Directors of Primo Water Corporation (“Company”).  Ms. Cates will serve as chair of the Company’s Audit Committee and as a member of Company's Nominating and Governance Committee.  As a member of the Company’s Board of Directors, Ms. Cates will receive compensation in the form of cash and equity awards under the Company’s Non-Employee Director Compensation Policy.

A copy of the Company’s press release issued March 6, 2014 announcing Ms. Cates’ appointment is attached hereto as exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

The following exhibits are filed herewith:

Exhibit No.	Exhibit Description
99.1	Press release dated March 6, 2014 (filed herewith)

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:  March 6, 2014	By:	/s/ Mark Castaneda
	Name:	Mark Castaneda
	Title:	Chief Financial Officer

SECURITIES AND EXCHANGE COMMISSION

Washington, DC

EXHIBITS

CURRENT REPORT

ON

FORM 8-K

Date of Event Reported:	Commission File No:
March 4, 2014	001-34850

PRIMO WATER CORPORATION

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press release dated March 6, 2014 (filed herewith)

EX-99.1

Primo Water Announces Appointment of New Independent Board Member

WINSTON-SALEM, N.C., March 6, 2014 -- Primo Water Corporation (Nasdaq:PRMW), a leading provider of multi-gallon purified bottled water, self-serve filtered drinking water and water dispensers, today announced the appointment of Susan E. Cates to the Board of Directors effective March 4, 2014.

Cates is the President of Executive Development at the University of North Carolina at Chapel Hill's Kenan-Flagler Business School, in addition to serving as Executive Director of MBA@UNC. Prior to joining UNC in 2008, Cates was a partner with Best Associates, a private equity firm with investments primarily in the education sector, based in Dallas. Her work involved projects in Brazil, China, Colombia and the United States.

Prior to joining Best Associates in 2004, Cates was part of the founding team of ThinkEquity Partners, where she headed the education investment banking practice with responsibility for business development, client relationships and deal execution. She was a principal of the boutique investment bank in New York, which she co-founded with former colleagues from Merrill Lynch & Co. She previously worked in investment banking at Merrill Lynch in New York, as well as in corporate lending at Wachovia Bank in Atlanta.

"We are excited to announce the appointment of Susan to our Board.  Her extensive leadership and financial experience will enable her to make meaningful contributions to the Board," commented Billy D. Prim, Primo's Chairman and CEO. "Susan has a strong understanding of business development that will also help Primo as we continue to execute on our strategic initiatives and implement our growth strategy."

Cates' appointment will increase the size of the Board from five to six members.

About Primo Water Corporation

Primo Water Corporation (Nasdaq:PRMW) is a leading provider of multi-gallon purified bottled water, self-serve filtered drinking water and water dispensers sold through major retailers throughout the United States and Canada. Learn more about Primo Water at www.primowater.com.

Contact:

Primo Water Corporation

Mark Castaneda, Chief Financial Officer

(336) 331-4000

ICR Inc.

John Mills

Katie Turner

(646) 277-1228