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|
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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||
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PRMW
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Toronto Stock Exchange
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 7.01 |
Regulation FD Disclosure.
|
Item 9.01. |
Financial Statements and Exhibits.
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Exhibit
No.
|
Description
|
Offer Letter with Robbert Rietbroek, executed November 15, 2023.
|
|
Press Release of Primo Water Corporation, dated November 15, 2023 (furnished herewith).
|
|
104
|
Cover Page Interactive Data (embedded within the Inline XBRL document).
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Primo Water Corporation
|
||
(Registrant)
|
||
November 15, 2023
|
||
By:
|
/s/ Marni Morgan Poe
|
|
Marni Morgan Poe
|
||
Chief Legal Officer and Secretary
|
1. |
Position and Duties.
|
1.1 |
Position. Subject to the terms and conditions hereof, you will be
employed by the Company as its Chief Executive Officer, effective as of January 1, 2024 (the “Employment Date”) and continuing until terminated by you
or the Company. Your duties will include serving as the Chief Executive Officer of Primo Water and all of its direct and indirect subsidiaries. During your tenure as Chief Executive Officer, you will also serve as a Director on Primo Water’s Board of Directors (the “Board”).
|
1.2 |
Responsibilities.
|
1.2.1 |
As Primo Water’s Chief Executive Officer, you will report to the Board and have such duties and responsibilities as may be assigned to you from time to time by the
Board.
|
1.2.2 |
You agree to devote all of your business time and attention to the business and affairs of Primo Water and its Affiliates (as defined in the Severance and
Non-Competition Plan (as defined below)) and to discharging the responsibilities assigned to you. This shall not preclude you from (i) serving on the boards of directors of a reasonable number of charitable organizations as approved by the
Board, (ii) engaging in charitable activities and community affairs, and (iii) managing your personal affairs, so long as these activities do not interfere with the performance of your duties and responsibilities as Primo Water’s and the
Company’s Chief Executive Officer. You may also continue to serve as a Director of World Business Chicago and a member of the Advisory Board of Aliment Capital, provided that such appointments do not otherwise cause you to breach this
Offer Letter, interfere with your duties hereunder, or adversely impact Primo Water or its Affiliates in the Board’s discretion.
|
1.3 |
No Employment Restrictions. You hereby represent and covenant that,
except as disclosed to the Company in writing (if at all), your employment by the Company does not violate any agreement or covenant to which you are subject or by which you are bound and that there is no such agreement or covenant that
could restrict or impair your ability to perform your duties or discharge your responsibilities to the Company and Primo Water. You have previously produced to the Company copies of any restrictive covenants (including, but not limited to,
any noncompetition or non-solicitation agreements) you have signed or to which you have otherwise agreed. You agree and understand that this Offer Letter is conditioned on your production of such restrictive covenants and represent that you
are not subject to any other restrictive covenants that could impact your employment hereunder.
|
2. |
Remuneration.
|
2.1 |
Base Salary. Your annual base salary will initially be at the rate
of US $750,000 per year (“Annual Base Salary”), paid on a bi-weekly basis (or such other basis as the Company may later adopt), prorated for any
partial periods based on the actual number of days in the applicable period. Your performance will be evaluated at least annually, and any increase to the level of your Annual Base Salary will be determined as part of the regular annual
review process; however, your Annual Base Salary shall be no less than $750,000.
|
2.2 |
Annual MIP Bonus. Your position of Chief Executive Officer is
generally eligible for participation in the Company’s annual Management Incentive Program (“MIP”). In accordance with the Company’s MIP Eligibility
Rules (some of which are summarized herein), if your Employment Date (or promotion into an MIP-eligible position) is on or before September 30th of the calendar year, you will be eligible to participate in the MIP for that plan
year (i.e., with payout the following year). If your Employment Date (or promotion into an MIP-eligible position) is on or after October 1st, you will not be eligible to participate in the MIP for that plan year.
|
2.3 |
Cash Sign-On Bonus. You will be provided with a one-time cash
sign-on bonus of US $882,500 (less taxes and withholdings), which will be paid to you within five (5) days after the Employment Date. You agree that you will repay the Company the pro rata amount of this sign-on bonus based on the number of
days worked for the Company during the first 12 months after the Employment Date if, prior to the one-year anniversary of the Employment Date, you voluntarily resign your position for any reason or are terminated for Cause (as defined in
the Amended and Restated Severance and Non-Competition Plan (the “Severance and Non-Competition Plan”)). You further agree that such repayment shall be
made to the Company in full on or before the 90th day after the date of resignation or termination (whichever applicable).
|
2.4 |
Relocation.
|
2.4.1 |
As a condition of your employment, you are required to relocate to within approximately 100 miles of the Tampa, Florida area on a permanent basis by no later than
twelve (12) months after your Employment Date, subject to any extension that may be agreed to in writing by the Chairman of the Board (the “Relocation
Deadline”).
|
2.4.2 |
To assist you in your relocation, the Company is offering you relocation assistance pursuant to the Company’s U.S. Permanent Transfer Executive Relocation Policy
(the “Relocation Policy”). Please review the Relocation Policy carefully, as it contains important details about what is and is not reimbursable, as
well as relevant deadlines and other requirements, and the Company will reimburse, or pay on your behalf, only those relocation expenses authorized and described in the Relocation Policy.
|
2.4.3 |
You are eligible, through the Company’s Mortgage Payment Differential (“MPD”)
program, for mortgage assistance in the event that the interest rate for the mortgage for your new residence is at least two percent higher than the interest rate for the mortgage for your prior residence. The terms and rules of the MPD
program are also set forth in the Relocation Policy or an addendum to that policy, and your participation is subject to you meeting those terms and rules.
|
2.4.4 |
The Company will pay or reimburse you for authorized and documented relocation expenses promptly following the date on which you provide documentation of each
expense consistent with the Relocation Policy, but in any event no later than December 31 of the calendar year following the calendar year in which the expense is incurred. The relocation benefits provided to you during any calendar year
shall not affect the relocation benefits provided to you in any other calendar year, and the right to such relocation benefits cannot be liquidated or exchanged for any other benefit.
|
2.4.5 |
Should you resign your employment with the Company for any reason or if the Company terminates your employment for Cause as defined in the Severance and
Non-Competition Plan (each, a “Qualifying Separation”) prior to the three-year anniversary of the date on which the Company last disburses
relocation-related funds, including any MPD program payments, whether to you or a third party on your behalf, no further relocation or MPD program benefits will be provided to you, and you must reimburse the Company 100% of all
relocation-related payments, including MPD program payments, made to you or on your behalf during the three-year period prior to your separation. Additionally, in the event you fail to relocate to as provided above on a permanent basis by
the Relocation Deadline, you must repay all relocation-related payments made to you or on your behalf, and such failure shall constitute “Cause” for termination, including for purposes of all employment-related plans, agreements, and
policies. All repayments must be made on or before the 90th day after a Qualifying Separation or, if you fail to relocate, the 90th day after the Relocation Deadline.
|
2.5 |
One-Time On Hire LTI Grant. You will be entitled to receive a
one-time long term incentive (“LTI”) inducement award equivalent to US $3,500,000 comprised of time-based restricted share units, granted to you on the
Employment Date, subject to Toronto Stock Exchange review. The inducement award will vest in two equal annual installments on the first and second anniversaries of the grant date. Your inducement award, including the vesting terms, will be
governed by the terms of your award agreement, the form of which is set forth as Exhibit A to this Offer Letter.
|
2.6 |
Annual LTI Grant. You will be eligible to participate in Primo
Water’s annual LTI program and may earn an annual LTI award equivalent to US $3,000,000 comprised of performance-based restricted share units and time-based restricted share units issued pursuant to Primo Water Corporation 2018 Equity
Incentive Plan, as amended, (the “Equity Plan”), or any
successor plan. Annual grants are issued following approval by the Human Resources and Compensation Committee of the Company’s Board of Directors (“HRCC”)
at its regularly scheduled meetings in December.
|
3. |
Benefits.
|
3.1 |
Benefit Program. On the Employment Date, you will be eligible to
participate in the Company’s benefit programs generally available to other senior executives of the Company. Our benefit programs include the Company’s 401(k) plan, and health, dental, vision, disability and life insurance benefits.
Employee contributions are required for the Company’s benefit programs. Information on the Company’s benefits programs and enrollment will be provided separately to you.
|
3.2 |
ESPP. In addition, you will be eligible to participate in Primo
Water’s Employee Stock Purchase Plan (the “ESPP”), through which you can purchase Primo Water common shares at a discount through payroll deductions.
Information on the ESPP and enrollment will be provided separately to you.
|
3.3 |
Vacation. You will be entitled to four (4) weeks’ vacation per
calendar year. All earned vacation must be taken in the year in which it is earned; otherwise it may be forfeited. If you should leave the Company, the value of any unearned vacation taken by you will be considered a debt to the Company and
you expressly authorize the Company to deduct from your final paycheck to the maximum extent permitted by law the value of taken but unearned vacation.
|
3.4 |
Reimbursement. You will be reimbursed for expenses reasonably
incurred in connection with the performance of your duties in accordance with the Company’s policies. Such reimbursement shall extend to normal and customary travel expenses, to include business trips to Tampa prior to your relocation as
provided above. The Primo Water Corporate Card, Travel & Business Expense Policy will be provided separately to you.
|
3.5 |
Allowances. You will receive an annual vehicle allowance in the
amount of US $16,000.
|
3.6 |
No Other Benefits. Other than benefits generally available to all
full-time employees, you will not be entitled to any benefit or perquisite other than as specifically set out in this Offer Letter or separately agreed to in writing by the Company.
|
4. |
Separation.
|
4.1 |
Termination. The Company, by decision of the Board, may terminate
your employment: (a) for Cause (as defined in the Severance and Non-Competition Plan); or (b) for any other reason or no reason. Your employment with the Company will terminate upon your death.
|
4.2 |
Involuntary Termination. Upon the Employment Date, you shall be
entitled to the benefits of and be bound by the obligations under the Severance and Non-Competition Plan as a “Level 1 Employee” in the event your employment terminates as result of an Involuntary Termination.
|
4.3 |
Change in Control. If (1) your LTI awards are continued, assumed, or
replaced by the surviving or successor entity, and, within two years after the Change in Control (as defined in the Equity Plan), you experience an involuntary termination of employment for reasons other than Cause (as defined in the Equity
Plan), or you terminate your employment for Good Reason (as defined in the Equity Plan), or (2) LTI awards are not continued, assumed or replaced by the surviving or successor entity, then (i) your unvested options will immediately become
vested and exercisable, (ii) all of your unvested time-based and performance-based restricted share units will immediately vest, and (iii) any performance objectives applicable to awards will be deemed to have been satisfied at your
“target” level of performance.
|
4.4 |
Resignation. If you are an officer of the Company or a director or
an officer of a company affiliated or related to the Company at the time of your termination, you will be deemed to have resigned all such positions, and you agree that upon the effective date of your resignation, you will execute such
tenders of resignation as may be requested by the Company to evidence such resignations.
|
4.5 |
Return of Company Property. Upon resignation/termination of your
employment for any reason, you agree to immediately return all Primo Water property, and that of its Affiliates, in your possession, custody, or control (e.g., Company-issued computer, telephone, badge, keys, equipment, vehicle, etc.). You
expressly authorize the Company to deduct the value or replacement cost (whichever is less) of any unreturned Company and Primo Water Affiliate property from your final paycheck or any outstanding payments owed to you (including but not
limited to any severance or bonus payment, vacation pay, paycheck, etc.) to the maximum extent permitted by law.
|
5. |
Conduct.
|
5.1 |
Severance and Non-Competition Plan. You shall be bound by the
restrictive covenants contained in the Severance and Non-Competition Plan during your employment with the Company and after the termination of your employment (regardless of the reason for such termination) as set forth in the Severance and
Non-Competition Plan.
|
5.2 |
Defend Trade Secrets Act Notice. You acknowledge that, by this
paragraph, you have been notified in accordance with the United States Defend Trade Secrets Act of 2016 that:
|
5.2.1 |
You will not be held criminally or civilly liable under any federal or state trade secret law or this Agreement for the disclosure of trade secrets that: (A) you
make (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to your attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) you make in a
complaint or other document that is filed under seal in a lawsuit or other proceeding.
|
5.2.2 |
If you file a lawsuit for retaliation by Primo Water or any of its Affiliates for reporting a suspected violation of law, you may disclose trade secrets to your
attorney and use the trade secrets in the court proceeding if you: (A) file any document containing trade secrets under seal and (B) do not disclose trade secrets, except pursuant to court order.
|
6. |
Code Section 409A.
|
6.1 |
In General. This Section shall apply to you if you are subject to
Section 409A of the United States Internal Revenue Code of 1986 (the “Code”), but only with respect to any payment due hereunder that is subject to
Section 409A of the Code.
|
6.2 |
Release. Any requirement that you execute and not revoke a release
to receive a payment hereunder shall apply to a payment described in this Section only if the Company provides the release to you on or before the date of your Involuntary Termination.
|
6.3 |
Payment Following Involuntary Termination Without Cause.
Notwithstanding any other provision herein to the contrary, any payment described in the Severance and Non-Competition Plan that is due to be paid within a stated period following your Involuntary Termination shall be paid:
|
(a) |
If, at the time of your Involuntary Termination, you are a “specified employee” as defined in Section 409A of the Code and such payment is subject to (and not
exempt from) Section 409A of the Code, such payment shall be made as of the later of (i) the date payment is due hereunder, or (ii) the earlier of the date which is six months after your “separation from service” (as defined under Section
409A of the Code), or the date of your death; or
|
(b) |
In any other case, on the later of: (i) last day of the stated period, or if such stated period is not more than 90 days, at any time during such stated period as
determined by the Company without any input from you, or (ii) the date of your “separation from service” (as defined under Section 409A of the Code).
|
6.4 |
Reimbursements. The following shall apply to any reimbursement that
is a payment described in Section 6.1: (a) with respect to any such reimbursement under Section 7.9, reimbursement shall not be made unless the expense is incurred during the period beginning on your effective hire date and ending on the
sixth anniversary of your death; (b) the amount of expenses eligible for reimbursement during your taxable year shall not affect the expenses eligible for reimbursement in any other year; and (c) the timing of all such reimbursements shall
be as provided herein, but not later than the last day of your taxable year following the taxable year in which the expense was incurred.
|
6.5 |
Offset. If payments to you under this Agreement are subject to
Section 409A of the Code, any offset under Section 7.12 shall apply to a payment described in Section 6.1 only if the debt or obligation was incurred in the ordinary course of your employment with the Company, the entire amount of the
set-off in any taxable year of the Company does not exceed $5,000.00, and the set-off is made at the same time and in the same amount as the debt or obligation otherwise would have been due and collected from you.
|
6.6 |
Interpretation. This Offer Letter shall be interpreted and construed
so as to avoid the additional tax under Section 409A(a)(l)(B) of the Code to the maximum extent practicable.
|
7. |
General Provisions.
|
7.1 |
Compensation Recovery Policy. You acknowledge and agree that any
compensation or benefits provided for in this Offer Letter are subject to the terms of the applicable plans, including the Equity Plan, and if applicable, the terms of the Company’s Amended and Restated Executive Incentive Compensation
Recoupment Policy (as it may be amended and in effect from time to time, the “Recoupment Policy”). You agree that, in the event of any inconsistency between the Policy and the terms of any employment or other agreement to which you are a party, or the terms of any compensation plan, program or
agreement under which any compensation has been granted, awarded, earned or paid, the terms of the Recoupment Policy shall govern.
|
7.2 |
Entire Agreement. This Offer Letter, together with the plans and
documents referred to herein, constitutes and expresses the whole agreement of the parties hereto, with reference to any of the matters or things herein provided for or herein before discussed or mentioned with reference to your employment
and supersedes any prior offer letters or severance arrangements offered by Primo Water, the Company, or any of its Affiliates. All promises, representation, collateral agreements and undertakings not expressly incorporated in this Offer
Letter are hereby superseded by this Offer Letter; provided, however, that you reaffirm any post-separation obligations related to confidential or other protectable information that you have to the Company or any of its Affiliates or
subsidiaries (including as to the protection and non-use of such information), assign the right to enforce such obligations to the Company, and acknowledge that going forward such obligations shall inure to the benefit of the Company, Primo
Water, and Primo Water’s other Affiliates.
|
7.3 |
Amendment. This Offer Letter may be amended or modified only by a
writing signed by both of the parties hereto.
|
7.4 |
Assignment. This Offer Letter may be assigned by the Company to
Primo Water or any of its Affiliates or any successor to its business or operations. Your rights hereunder may not be transferred by you except by will or by the laws of descent and distribution and except insofar as applicable law may
otherwise require. Any purported assignment in violation of the preceding sentence shall be void.
|
7.5 |
Governing Law; Consent to Personal Jurisdiction and Venue. This
Offer Letter takes effect upon its acceptance and execution by you and the Company. The validity, interpretation, and performance of this Offer Letter shall be governed, interpreted, and construed in accordance with the laws of the State of
Florida without giving effect to the principles of comity or conflicts of laws thereof. You hereby consent to personal jurisdiction and venue, for any action brought by the Company arising out of a breach or threatened breach of this Offer
Letter or out of the relationship established by this Offer Letter, exclusively in the United States District Court for the Middle District of Florida, Tampa Division, or in the Circuit Court in and for Hillsborough County, Florida; and, if
applicable, the federal and state courts in any jurisdiction where you are employed or reside; you hereby agree that any action brought by you, alone or in combination with others, against the Company, whether arising out of this Offer
Letter or otherwise, shall be brought exclusively in the United States District Court for the Middle District of Florida, Tampa Division, or in the Circuit Court in and for Hillsborough County, Florida.
|
7.6 |
Severability. The invalidity of any one or more of the words,
phrases, sentences, clauses or sections contained in this Offer Letter shall not affect the enforceability of the remaining portions of the Offer Letter or any part thereof, all of which are inserted conditionally on their being valid in
law, and, in the event that any one or more of the words, phrases, sentences, clauses or sections contained in the Offer Letter shall be declared invalid, the Offer Letter shall be construed as if such invalid word or words, phrase or
phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted.
|
7.7 |
Section Headings and Gender. The section headings contained herein
are for reference purposes only and shall not affect in any way the meaning or interpretation of this agreement. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, as the identity of the
person or persons may require.
|
7.8 |
No Term of Employment. Nothing herein obligates the Company to
continue to employ you. Where lawfully permitted in any jurisdiction in which you perform employment responsibilities on behalf of the Company, your employment shall be at will.
|
7.9 |
Indemnification. The Company will indemnify and hold you harmless to
the maximum extent permitted by applicable law against judgments, fines, amounts paid in settlement and reasonable expenses, including reasonable attorneys’ fees, in connection with the defense of, or as a result of any action or proceeding
(or any appeal from any action or proceeding) in which you are made or are threatened to be made a party by reason of the fact that you are or were an officer of Primo Water, the Company, or any of its Affiliates, [***]. In addition, the
Company agrees that you shall be covered and insured up to the maximum limits provided by any insurance which the Company maintains to indemnify its directors and officers (as well as any insurance that it maintains to indemnify the Company
for any obligations which it incurs as a result of its undertaking to indemnify its officers and directors).
|
7.10 |
Survivorship. Upon the termination of your employment, the
respective rights and obligations of the parties shall survive such termination to the extent necessary to carry out the intended preservation of such rights and obligations, including the rights of your estate, heirs and representatives to
the financial components reflected in this Offer Letter in the event of your death.
|
7.11 |
Taxes. All payments under this Offer Letter shall be subject to
withholding of such amounts, if any, relating to tax or other payroll deductions as the Company may reasonably determine and should withhold pursuant to any applicable law or regulation.
|
7.12 |
Set-Off. Except as limited by Section 6.5, the Company may set off
any amount or obligation that may be owing by you to the Company against any amount or obligation owing by the Company to you.
|
7.13 |
Records. All books, records, and accounts relating in any manner to
the Company, any of the Company’s Affiliates, or to any suppliers, customers, or clients of the Company or any Affiliate, whether prepared by you or otherwise coming into your possession, shall be the exclusive property of the Company and
immediately returned to the Company upon termination of employment or upon request at any time.
|
7.14 |
Counterparts. This Offer Letter may be executed in counterparts,
each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.
|
7.15 |
Consultation with Counsel. You acknowledge that you have been
advised, and have had a sufficient opportunity, to confer with your own counsel and at your own cost with respect to this Offer Letter, and that you understand the restrictions and limitations that it imposes upon your conduct.
|
/s/ Jerry Fowden
|
|
Jerry Fowden
|
/s/ Robbert Rietbroek
|
November 15, 2023
|
|
Robbert Rietbroek
|
Date
|
Name of Participant:
|
Robbert Rietbroek
|
Number of Restricted Stock Units: [______]
|
Grant Date:
|
January 1, 2024
|
Vesting Schedule:
|
|
Scheduled Vesting Dates
January 1, 2025
January 1, 2026
|
Number of Restricted Stock Units that Vest
1/2
1/2
|
PARTICIPANT:
|
PRIMO WATER CORPORATION
|
|||
By:
|
Robbert Rietbroek
|
Title:
|
Press Release
|
Press Release
|
Press Release
|
Press Release
|
Document and Entity Information |
Nov. 15, 2023 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Nov. 15, 2023 |
Entity File Number | 001-31410 |
Entity Registrant Name | Primo Water Corporation |
Entity Central Index Key | 0000884713 |
Entity Incorporation, State or Country Code | A6 |
Entity Tax Identification Number | 98-0154711 |
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, Postal Zip Code | 33607 |
City Area Code | 813 |
Local Phone Number | 544-8515 |
Title of 12(b) Security | Common shares without nominal or par value |
Trading Symbol | PRMW |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
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