Form 8-K/A - Current report: [Amend]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 8-K/A

(Amendment No. 1)

________________

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 31, 2023

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Primo Water Corporation
(Exact name of registrant as specified in its charter)

________________

Ontario
(State or other jurisdiction
of incorporation)

001-31410
(Commission
File Number)

98-0154711
(IRS Employer
Identification No.)

1150 Assembly Dr.

Suite 800
Tampa, Florida, United States
(Address of Principal Executive Offices)

33607
(Zip Code)

Registrant’s telephone number, including area code: (813) 544-8515

________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares without nominal or par value	PRMW	New York Stock Exchange
	PRMW	Toronto Stock Exchange

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 ☐

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. ☐

EXPLANATORY NOTE

This amendment is being filed to amend and supplement Item 5.07 of the Current Report on Form 8-K filed by Primo Water Corporation (the “Company”) on June 1, 2023 (the “Original Form 8-K”), to disclose the Company’s decision regarding how often it will conduct shareowner advisory votes on executive compensation. No other changes have been made to the Original Form 8-K.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

As reported in the Original Form 8-K, at the Company’s Annual and Special Meeting of Shareowners held on Wednesday, May 31, 2023, the Company’s shareowners determined, on an advisory basis, that the advisory vote on the executive compensation of the named executive officers of the Company should occur every year. In accordance with the voting results on this advisory proposal, the Board of Directors of the Company determined on August 9, 2023 that the Company will hold an advisory vote on executive compensation annually until the next required shareowner vote on the frequency of future advisory votes on executive compensation.

SIGNATURES

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.

	Primo Water Corporation
	(Registrant)
August 10, 2023
	By:	/s/ Marni Morgan Poe
		Marni Morgan Poe
		Chief Legal Officer and Secretary

Cover	May 31, 2023
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	This amendment is being filed to amend and supplement Item 5.07 of the Current Report on Form 8-K filed by Primo Water Corporation on June 1, 2023
Document Period End Date	May 31, 2023
Entity File Number	001-31410
Entity Registrant Name	Primo Water Corporation
Entity Central Index Key	0000884713
Entity Tax Identification Number	98-0154711
Entity Incorporation, State or Country Code	A6
Entity Address, Address Line One	1150 Assembly Dr.
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Country	US
Entity Address, Postal Zip Code	33607
City Area Code	813
Local Phone Number	544-8515
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common shares without nominal or par value
Trading Symbol	PRMW
Security Exchange Name	NYSE
Entity Emerging Growth Company	false