8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 5, 2011 (May 4, 2011)

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POOL CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware	0-26640	36-3943363
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

109 Northpark Boulevard, Covington, Louisiana	70433-5001
(Address of principal executive offices)	(Zip Code)
985-892-5521
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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.

(a)  Annual Meeting of Stockholders

The Annual Meeting of Stockholders of Pool Corporation was held on May 4, 2011.

(b)  Voting Results

Stockholders elected eight directors to serve a one-year term or until their successors are elected and qualified.  The final votes with respect to each director were as follows:

	Number of Shares
	For	Withheld	Broker Non-Votes
Andrew W. Code	42,779,697	202,788	3,397,047
James J. Gaffney	38,176,611	4,805,874	3,397,047
George T. Haymaker, Jr.	42,842,057	140,428	3,397,047
Manuel J. Perez de la Mesa	42,749,413	233,072	3,397,047
Wilson B. Sexton	42,775,198	207,287	3,397,047
Harlan F. Seymour	42,847,170	135,315	3,397,047
Robert C. Sledd	42,780,209	202,276	3,397,047
John E. Stokely	42,776,788	205,697	3,397,047

Stockholders ratified the retention of Ernst & Young LLP, certified public accountants, as our independent registered public accounting firm for the fiscal year ending December 31, 2011.  The final votes were as follows:

Number of Shares
For	Against	Abstain	Broker Non-Votes
46,225,572	150,065	3,895	–

Stockholders approved, on an advisory and non-binding basis, the compensation of our named executive officers (the say-on-pay vote).  The final votes were as follows:

Number of Shares
For	Against	Abstain	Broker Non-Votes
40,265,553	931,064	1,785,868	3,397,047

Stockholders elected, on an advisory and non-binding basis, that we hold future advisory votes on executive compensation every  year (the frequency vote).  The final votes were as follows:

Number of Shares
3 Years	2 Years	1 Year	Abstain	Broker Non-Votes
4,852,390	35,154	36,296,815	1,798,126	3,397,047

Based on these results, and consistent with the Board’s previous recommendation, we intend to hold an advisory say-on-pay vote every year until the next frequency vote is required.

Item 7.01  Regulation FD Disclosure.

On May 5, 2011, Pool Corporation issued the press release included herein as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

99.1  Press release issued by Pool Corporation on May 5, 2011, announcing the authorization by its Board of Directors of a new $100.0 million share repurchase program, the declaration of a quarterly cash dividend and the voting results of its annual meeting.

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.

 POOL CORPORATION

By:	/s/ Mark W. Joslin
	Mark W. Joslin
	Vice President and Chief Financial Officer

Dated: May 5, 2011

EX-99.1

Exhibit 99.1

IMMEDIATE RELEASE

POOL CORPORATION ANNOUNCES NEW SHARE REPURCHASE PROGRAM, INCREASED QUARTERLY CASH DIVIDEND AND VOTING RESULTS FOR

2011 ANNUAL MEETING OF STOCKHOLDERS

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COVINGTON, LA. (May 5, 2011) – Pool Corporation (NASDAQ/GSM:POOL) announced today that its Board of Directors has authorized a new $100.0 million share repurchase program for the purchase of the Company’s common stock in the open market at prevailing market prices or in privately negotiated transactions.

The Company also announced that the Board has declared a quarterly cash dividend of $0.14 per share, an 8% increase over the previous quarterly dividend amount of $0.13 per share.  The dividend is payable on June 1, 2011 to stockholders of record on May 16, 2011.  As of May 4, 2011 there were 48,172,536 shares of common stock outstanding.

Speaking at POOLCORP’s annual meeting of stockholders, Wilson Sexton, Chairman of the Board, said that the stockholders elected Andrew W. Code, James J. Gaffney, George T. Haymaker, Jr., Manuel J. Perez de la Mesa, Harlan F. Seymour, Robert C. Sledd, John E. Stokely and himself to serve as directors for the ensuing year.  Stockholders also ratified the retention of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2011; approved the compensation of our named executive officers (the say-on-pay vote); and elected a frequency of every year for future say-on-pay votes.

Mr. Sexton stated, “We are honored by the stockholders’ continuing support and confidence in us as a Board.  It is truly a privilege to be able to serve the stockholders and Pool Corporation for the upcoming year.”

Pool Corporation is the largest wholesale distributor of swimming pool and related backyard products.  Currently, POOLCORP operates 293 sales centers in North America and Europe, through which it distributes more than 160,000 national brand and private label products to roughly 80,000 wholesale customers.  For more information about POOLCORP, please visit www.poolcorp.com.

This news release includes “forward-looking” statements that involve risk and uncertainties that are generally identifiable through the use of words such as “believe,” “expect,” “intend,” “plan,” “estimate,” “project” and similar expressions and include projections of earnings.  The forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements speak only as of the date of this release, and we undertake no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur.  Actual results may differ materially due to a variety of factors, including the sensitivity of our business to weather conditions, changes in the economy and the housing market, our ability to maintain favorable relationships with suppliers and manufacturers, competition from other leisure product alternatives and mass merchants and other risks detailed in POOLCORP’s 2010 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

CONTACT:

Craig K. Hubbard

985.801.5117

craig.hubbard@poolcorp.com