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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 10, 2022

________________

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.)
     
Corporate Center III
4221 W. Boy Scout Blvd., Suite 400
Tampa, Florida, United States
(Address of Principal Executive Offices)		 33607
(Zip Code)
     

Registrant’s telephone number, including area code: (813) 313-1732

N/A
(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))

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 2.02. Results of Operations and Financial Condition.

On May 12, 2022, Primo Water Corporation (the “Company”) issued a press release reporting financial results for the first quarter ended April 2, 2022. A copy of the press release is furnished herewith under the Securities Exchange Act of 1934, as amended, as Exhibit 99.1 to this Form 8-K and is incorporated by reference into this Item 2.02 as if fully set forth herein.

 

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

 

The Company’s Annual Meeting of Shareowners (the “Meeting”) was held on Tuesday, May 10, 2022. As at the record date of March 21, 2022, 161,069,922 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, Jerry Fowden, Stephen H. Halperin, Thomas J. Harrington, Gregory Monahan, Billy D. Prim, Eric Rosenfeld, 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   141,022,598   -   1,164,398   6,316,656
 
Susan E. Cates   141,926,424   -   260,572   6,316,656
 
Jerry Fowden   140,838,932   -   1,348,064   6,316,656
 
Stephen H. Halperin   136,890,006   -   5,296,990   6,316,656
 
Thomas J. Harrington   141,441,095   -   745,901   6,316,656
 
Gregory Monahan    134,974,880   -   7,212,116   6,316,656
 
Billy D. Prim   141,458,564   -   728,432   6,316,656
 
Eric Rosenfeld    103,009,019   -   39,177,977   6,316,656
 
Archana Singh    141,447,225   -   739,771   6,316,656
 
Steven P. Stanbrook    139,292,922   -   2,894,074   6,316,656
                       

 

 

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 2022 fiscal year.

 

For   Against   Withhold   Broker non-votes
 
148,444,713   50,403   8,536   -

 

 

 

 

 

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   Withhold   Broker non-votes
 
131,615,234   10,507,545   64,217   6,316,656

 

 

Item 8.01. Other Events

On May 11, 2022, the Company announced that the Board declared a dividend of US$0.07 per common share, payable in cash on June 22, 2022 to shareowners of record at the close of business on June 10, 2022.

 

 Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

No.

   Description
     
99.1   Press Release of Primo Water Corporation, dated May 12, 2022 (furnished herewith).
     
104   Cover Page Interactive Data (embedded within the Inline XBRL document).

 

 
 

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)
   
     
May 12, 2022    
     
     
  By: /s/ Marni Morgan Poe
    Marni Morgan Poe
    Chief Legal Officer and Secretary