POOL CORPORATION (NASDAQ:POOL) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 7, 2019, the Board of Directors (the “Board”) of Pool Corporation (the “Company”) amended and restated the Company’s Bylaws (the “Bylaws”), effective immediately, to add Section 12.8 of Article II, to implement proxy access by eligible stockholders. New Section 12.8 of Article II of the Bylaws provides that in connection with an annual meeting of stockholders, a stockholder, or a group of up to 20 stockholders, owning three percent or more shares of the outstanding common stock of the Company continuously for the prior three years, may nominate and include in the Company’s proxy materials stockholder nominees for election to the Board constituting the greater of two stockholder nominees or 20% of the total number of directors in office (rounded down to the nearest whole number), subject to compliance with the requirements set forth in the Bylaws. This process is subject to additional eligibility, procedural and disclosure requirements set forth in New Section 12.8 of Article II of the Bylaws, including the requirement that notice of such a nomination be provided to the Company’s Secretary at the principal executive offices of the Company not less than 120 days nor more than 150 days prior to the anniversary of the mailing date of the prior year’s proxy statement.
The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Bylaws (as amended and restated), which are attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
Amended and Restated Bylaws of Pool Corporation dated February 7, 2019
POOL CORP Exhibit
EX-3.1 2 amendedandrestatedbylawsof.htm POOL AMENDED AND RESTATED BY-LAWS Exhibit AMENDED AND RESTATED BY-LAWSOFPOOL CORPORATION(AS AMENDED THROUGH FEBRUARY 7,…
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About POOL CORPORATION (NASDAQ:POOL)
Pool Corporation is a distributor of swimming pool supplies, equipment and related leisure products. The Company is also a distributor of irrigation and landscape products in the United States. The Company operates over 340 sales centers in North America, Europe, South America and Australia through its over four distribution networks, such as SCP Distributors (SCP), Superior Pool Products (Superior), Horizon Distributors (Horizon) and National Pool Tile (NPT). The Company’s product offerings include building materials used for pool construction, installations and remodeling, such as concrete and pool surfacing and decking materials. The Company’s products also include maintenance products, repair and replacement parts for pool equipment, packaged pool kits, pool equipment and components for pool construction, and irrigation and landscape products, among others. The Company offers its customers over 160,000 national brand and Pool Corporation branded products.