PRIMO WATER CORPORATION (NASDAQ:PRMW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements with Certain Officers.

Leadership Transition

On April 27, 2017, Primo Water Corporation (the Company) issued a
press release announcing that Billy D. Prim willtransition from
his position as the Companys Chief Executive Officer to the
Executive Chairman of the Companys Board of Directors, effective
May 31, 2017. At that time, Matt Sheehan, the Companys President
and Chief Operating Officer, will assume the role of Chief
Executive Officer.

Mr. Sheehan, 43, joined the Companys Board of Directors in
October 2016 and has served as its Chief Operating Officer since
December 2012 and as its President since June 2013. Prior to
joining the Company, Mr. Sheehan was most recently with Coinstar,
Inc. (a formerly publicly-traded automated retail solutions
provider) (Coinstar), where he served as Strategic Venture
Advisor of Coinstars Redbox business from June 2011 to December
2011 and as Vice President, General Manager of the first
automated retail venture at Redbox from 2008 until 2011. Mr.
Sheehan also served at Redbox as Vice President, Sales and
Business Development from 2006 to 2008 and Director of Business
Development from 2005 to 2006. Redbox was acquired by Coinstar in
2008. Mr. Sheehan received a Bachelor of Business Management and
Communications degree from Bentley College in Waltham,
Massachusetts and an MBA from the Smeal College of Business at
Pennsylvania State University.

A copy of the press release referenced above is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein in its entirety.

Equity Compensation Plan Amendments

On April 27, 2017, the stockholders of the Company approved a
second amendment to the Companys Amended and Restated 2010
Omnibus Long-Term Incentive Plan (the Omnibus Plan Amendment No.
2). A description of the terms and conditions of the Omnibus Plan
Amendment No. 2 is set forth in the Companys Proxy Statement for
the 2017 Annual Meeting of Stockholders of the Company as filed
with the Securities and Exchange Commission on March 29, 2017
(the 2017 Proxy Statement) under the heading Proposal 4 –
Approval of Amendment No. 2 to Amended and Restated 2010 Omnibus
Long-Term Incentive Plan, which description is incorporated by
reference herein. This summary is qualified in its entirety by
the full text of the Omnibus Plan Amendment No. 2 set forth in
Appendix A to the 2017 Proxy Statement, which is also
incorporated by reference herein.

On April 27, 2017, the stockholders of the Company approved a
second amendment to the Companys 2010 Employee Stock Purchase
Plan (the Stock Purchase Plan Amendment No. 2). A description of
the terms and conditions of the Stock Purchase Plan Amendment No.
2 is set forth in the 2017 Proxy Statement under the heading
Proposal 5 – Approval of Amendment No. 2 to 2010 Employee Stock
Purchase Plan, which description is incorporated by reference
herein. This summary is qualified in its entirety by the full
text of the Stock Purchase Plan Amendment No. 2 set forth in
Appendix B to the 2017 Proxy Statement, which is also
incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

On April 27, 2017, the Board of Directors of the Company approved
an amendment to the Companys Amended and Restated Bylaws (as
amended, the Bylaws) effective as of that date (the Bylaw
Amendment). The Bylaw Amendment provides that, if a Chairman of
the Board of Directors is designated, the Board of Directors can
elect to designate such individual as either a non-executive
Chairman of the Board of Directors or as the Executive Chairman
of the Board of Directors. The Bylaw Amendment provides that any
individual designated as Executive Chairman shall, in addition to
the duties of a non-executive Chairman of the Board of Directors,
advise and counsel the Companys Chief Executive Officer (if such
Executive Chairman is not also serving as the Chief Executive
Officer) and the other officers of the Company and perform such
other duties as may be assigned by the Board of Directors.

The foregoing description of the Bylaw Amendment does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Bylaw Amendment, a copy of which is filed
herewith as Exhibit 3.1 and incorporated herein by reference.

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

The Company held its 2017 Annual Meeting of Stockholders (the
Annual Meeting) on April 27, 2017. The certified results of the
matters voted upon at the meeting, which are more fully described
in the 2017 Proxy Statementare as follows:

Proposal 1 Election of the two directors
nominated by the Companys Board of Directors as Class I directors
to serve until the 2020 annual meeting of stockholders:

Proposal 2 Approval, on an advisory basis, of
the compensation paid to the Companys named executive officers in
the year ended December 31, 2016:

Proposal 3 Recommendation, on an advisory basis,
of the frequency of future advisory votes on compensation paid to
our named executive officers:

Proposal 4 Approval of Amendment No. 2 to the
Amended and Restated 2010 Omnibus Long-Term Incentive Plan to
increase the number of shares reserved for issuance thereunder by
2,500,000, increase individual award limits and reapprove
performance measures under the plan for purposes of Section
162(m) of the Internal Revenue Code, and establish annual limits
on non-employee director awards:

Proposal 5 Approval of Amendment No. 2 to the
2010 Employee Stock Purchase Plan to increase the number of
shares reserved for issuance thereunder by 150,000:

Proposal 6 Ratification of the Audit Committees
appointment of BDO USA, LLP as the Companys independent
registered public accounting firm for 2017:

Item 9.01. Financial Statements and Exhibits

(d)Exhibits

The following exhibits are filed herewith:

About PRIMO WATER CORPORATION (NASDAQ:PRMW)

Primo Water Corporation is a provider of multi-gallon purified bottled water, self-service refill water and water dispensers. The Company’s products are sold through various retailers in the United States and Canada. The Company conducts its operations through two segments: Primo Water (Water) and Primo Dispensers (Dispensers). The Water segment sales consist of the sale of multi-gallon purified bottled water (Exchange) and its self-service filtered drinking water (Refill). The Dispensers segment sells water dispensers that are designed to dispense Primo and other dispenser-compatible bottled water. The Company sources three- and five-gallon water bottles from various independent vendors for use in Exchange. The Company sources and markets approximately two lines of water dispensers, consisting of over 40 models. The Company’s products are offered in each of the United States and in Canada at approximately 25,700 combined retail locations.

PRIMO WATER CORPORATION (NASDAQ:PRMW) Recent Trading Information

PRIMO WATER CORPORATION (NASDAQ:PRMW) closed its last trading session up +0.07 at 11.97 with 98,070 shares trading hands.