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 2, 2019 (May 1, 2019)

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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))

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 o

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. o

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange of which registered
Common Stock, par value $0.001 per share	POOL	NASDAQ Global Select Market

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 1, 2019.

(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	Abstain	Broker Non-Votes
Andrew W. Code	33,786,660	1,529,294	10,513	2,300,591
Timothy M. Graven	34,595,040	720,935	10,492	2,300,591
Debra S. Oler	35,292,902	23,793	9,772	2,300,591
Manuel J. Perez de la Mesa	34,806,757	509,539	10,171	2,300,591
Harlan F. Seymour	34,107,850	1,207,775	10,842	2,300,591
Robert C. Sledd	29,035,633	6,279,843	10,991	2,300,591
John E. Stokely	32,305,841	2,560,845	459,781	2,300,591
David G. Whalen	35,238,160	77,745	10,562	2,300,591

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, 2019.  The final votes were as follows:

Number of Shares
For	Against	Abstain	Broker Non-Votes
36,835,893	780,372	10,793	—

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
35,171,349	140,245	14,873	2,300,591

Item 7.01 Regulation FD Disclosure.

On May 2, 2019, 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 2, 2019, announcing additional authorization under the share repurchase program, the declaration of an increased 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
	Senior Vice President and Chief Financial Officer

Dated: May 2, 2019

EX-99.1

Exhibit 99.1

IMMEDIATE RELEASE

POOL CORPORATION ANNOUNCES ADDITIONAL AUTHORIZATION UNDER SHARE REPURCHASE PROGRAM, AN INCREASE IN ITS QUARTERLY CASH DIVIDEND AND VOTING RESULTS

FOR ITS 2019 ANNUAL MEETING OF STOCKHOLDERS

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COVINGTON, LA. (May 2, 2019) - Pool Corporation (NASDAQ/GSM:POOL) announced today that its Board of Directors (the Board) has authorized an additional $200.0 million under its existing share repurchase program for the purchase of the Company’s common stock in the open market at prevailing market prices. This amount adds to the $49.2 million remaining under its existing authorization as of May 1, 2019, bringing its total authorization available to $249.2 million.

The Company also announced that the Board has declared a quarterly cash dividend of $0.55 per share, a 22% increase over the previous quarterly dividend amount of $0.45 per share. The dividend is payable on May 31, 2019 to stockholders of record on May 17, 2019. As of May 1, 2019, there were 39,772,682 shares of common stock outstanding.

At POOLCORP’s Annual Meeting of Stockholders on May 1, 2019, stockholders elected Andrew W. Code, Timothy M. Graven, Debra S. Oler, Manuel J. Perez de la Mesa, Harlan F. Seymour, Robert C. Sledd, John E. Stokely and David G. Whalen to serve as directors for the ensuing year.

The voting results on the other proposals for this year’s meeting are as follows:

▪ ratification of the retention of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2019; and

▪ approval of the compensation of our named executive officers as disclosed in our Proxy Statement (the advisory say-on-pay vote).

At the annual meeting, Mr. Stokely, Chairman of the Board, commented, “The Board is grateful for the trust and confidence that the shareholders place in us. As we look forward to the upcoming year, we are committed to working harder, working smarter and working together to enhance shareholder value and further Pool Corporation’s mission.”

Pool Corporation is the world’s largest wholesale distributor of swimming pool and related backyard products. POOLCORP operates approximately 370 sales centers in North America, Europe, South America and Australia through which it distributes more than 180,000 national brand and private label products to roughly 120,000 wholesale customers. For more information about POOLCORP, please visit www.poolcorp.com.

This news release may include “forward-looking” statements that involve risk and uncertainties. The forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially due to a variety of factors, including the sensitivity of the swimming pool supply business to weather conditions and other risks detailed in POOLCORP’s 2018 Form 10-K filed with the Securities and Exchange Commission.

CONTACT:

Curtis J. Scheel

Director of Investor Relations

985.801.5341

curtis.scheel@poolcorp.com