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.
Approval of Primo Water Corporation 2019 Omnibus Long-Term Incentive Plan; Termination of Primo Water Corporation 2010 Omnibus Long-Term Incentive Plan
On May 2, 2019, the stockholders of Primo Water Corporation (the Company) approved the Primo Water Corporation 2019 Omnibus Long-Term Incentive Plan (the 2019 Plan). A description of the terms and conditions of the 2019 Plan is set forth in the Companys definitive Proxy Statement for the 2019 Annual Meeting of Stockholders (the 2019 Annual Meeting) as filed with the Securities and Exchange Commission on March 28, 2019 (the 2019 Proxy Statement) under the heading Proposal 3 Approval of Primo Water Corporation 2019 Omnibus Long-Term Incentive Plan, which such description is incorporated by reference herein. This summary is qualified in its entirety by the full text of the 2019 Plan set forth in Annex A to the 2019 Proxy Statement, which is incorporated by reference herein.
Effective upon stockholder approval of the 2019 Plan at the 2019 Annual Meeting, the 2019 Plan replaces, and no further awards will be made under, the Primo Water Corporation 2010 Omnibus Long-Term Incentive Plan.
Approval of Amendment No. 3 to Primo Water Corporation 2010 Employee Stock Purchase Plan
On May 2, 2019, the stockholders of the Company approved Amendment No. 3 to the Primo Water Corporation 2010 Employee Stock Purchase Plan (the Stock Purchase Plan Amendment No. 3). A description of the terms and conditions of the Stock Purchase Plan Amendment No. 3 is set forth in the 2019 Proxy Statement under the heading Proposal 4 Approval of Amendment No. 3 to 2010 Employee Stock Purchase Plan, which such description is incorporated by reference herein. This summary is qualified in its entirety by the full text of the Stock Purchase Plan Amendment No. 3 as set forth in Annex B to the 2019 Proxy Statement, which is incorporated by reference herein.
The Company held its 2019 Annual Meeting on May 2, 2019. The certified results of the matters voted upon at the meeting, which are more fully described in the 2019 Proxy Statement, are as follows:
Proposal 1 Election of the three directors nominated by the Companys Board of Directors as Class III directors to serve until the 2022 annual meeting of stockholders.
In voting with respect to Proposal No. 1, the Companys stockholders may vote in favor of all persons nominated by the Companys Board of Directors, withhold their votes as to all nominees or withhold their votes as to one or more specific nominees. In accordance with Delaware law and the Companys Bylaws, the election of directors at the Annual Meeting was decided by a plurality of the For votes cast by the Companys stockholders entitled to vote at the Annual Meeting. At the Annual Meeting, the Companys stockholders elected each of the three persons nominated by the Board listed below to serve as a director of the Company, with the voting results set forth below:
Proposal 2 Approval, on an advisory basis, of the compensation paid to the Companys named executive officers in the year ended December 31, 2018.
Proposal 3 Approval of the Primo Water Corporation 2019 Omnibus Long-Term Incentive Plan.
Proposal 4 Approval of Amendment No. 3 to the 2010 Employee Stock Purchase Plan to extend the term thereunder for an additional five years.
Proposal 5 Ratification of the Audit Committees appointment of BDO USA, LLP as the Companys independent registered public accounting firm for 2019:
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.
