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Jing Tong
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jingtong@velaw.com
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Tel 713.758.3384
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Fax 713.615.5580
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Christina Chalk
Division of Corporation Finance
Office of Mergers & Acquisitions
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
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Re: |
Primo Water Corp /CN/
Revised Preliminary Proxy Statement filed March 23, 2023
File No. 1-31410
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Vinson & Elkins LLP Attorneys at Law
Austin Dallas Dubai Houston London Los Angeles
New York Richmond San Francisco Tokyo Washington
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845 Texas Avenue, Suite 4700
Houston, Texas 77002
Tel +1.713.758.2222 Fax +1.713.758.2346 velaw.com
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Securities and Exchange Commission March 29, 2023 Page 2
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3. |
Refer to revised Section 10.16 in the amended bylaws. Summarize the change to disallow written resolutions by shareowners and explain the impact going forward if adopted.
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4. |
Section 11.03 of the amended bylaws provides that if a nominating shareowner fails to comply with Rule 14a-19 under the Exchange Act “or any other rules or regulations thereunder,” proxies in
support of that soliciting party’s nominees may be disregarded by the Company. Clarify how these amendments would impact shareholders outside the context of Rule 14a-19 violations by revising to better explain the scope of the proposed
changes to the bylaws. That is, describe the other proxy rule violations that you believe could allow the Company to invalidate proxies.
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Securities and Exchange Commission March 29, 2023 Page 3
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5. |
We note that you are now using a universal proxy card subject to the requirements of Rule 14a-19. Revise to describe how you will treat proxies voted FOR fewer than ten director nominees,
including those where the additional nominees are marked WITHHOLD and those for which no vote is specified. See Rule 14a-19(e)(7).
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Securities and Exchange Commission March 29, 2023 Page 4
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Very truly yours, |
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/s/ Jing Tong |
Jing Tong |
cc:
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Marni M. Poe (mpoe@primowater.com)
Michael James (mjames@primowater.com)
Lawrence S. Elbaum (lelbaum@velaw.com)
C. Patrick Gadson (pgadson@velaw.com)
Michelle Vigod (mvigod@goodmans.ca)
Jonathan Feldman (jonfeldman@goodmans.ca)
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