Appoints Derek R.
Lewis and Lori Tauber Marcus
to Board of Directors
TAMPA,
Fla., May 3, 2023 /PRNewswire/ - Primo Water
Corporation (NYSE: PRMW) (TSX: PRMW) (the "Company" or "Primo
Water"), a leading provider of sustainable drinking water solutions
in North America and Europe, today announced that it has entered
into a cooperation agreement (the "Agreement") with Legion Partners
Holdings, LLC (together with its affiliates, "Legion"). Following
the Annual Meeting, the size of Primo
Water's Board of Directors will revert to ten directors.
Under the terms of the Agreement, Primo
Water will appoint two new independent directors nominated
by Legion, Derek R. Lewis and
Lori Tauber Marcus, who will join
Primo Water's Board of Directors
(the "Board") on May 3, 2023, and
will also nominate Mr. Lewis and Ms. Marcus for election to the
Board at the Company's 2023 annual and special meeting of
shareowners (the "Annual Meeting") to be held on May 31, 2023. In addition, the Company has agreed
to adopt certain corporate governance enhancements, including
changes to its advance notice bylaw provisions.
"We are pleased to have reached this amicable agreement with
Legion," said Jerry Fowden, Chairman
of Primo Water's Board. "We welcome
Derek and Lori to our Board and look forward to working together
towards our common goal of enhancing value for our customers,
shareowners and other stakeholders. On behalf of the Board, I would
also like to thank Greg Monahan and
Eric Rosenfeld, who will not stand
for re-election at the Annual Meeting, for their enormous
contribution to Primo Water over the
past 15 years. We are grateful for their dedicated service and wish
them the very best in all their future endeavors."
"We are pleased to have reached this constructive agreement with
Primo Water," said Chris Kiper, Managing Director of Legion
Partners. "Legion believes that Primo
Water has a significant opportunity to generate profitable
growth and substantial value for shareowners, and Derek and Lori
bring deep and relevant experience that will help the Company
achieve this goal."
In connection with the appointment of these two new directors,
Legion has withdrawn its notice of intention to nominate candidates
for election at the Annual Meeting and has agreed to customary
standstill and voting commitments. Legion has also agreed not to
pursue its complaints to the Ontario Securities Commission and the
Toronto Stock exchange in connection with the Annual Meeting.
A copy of the Agreement will be included as an exhibit to the
Company's current report on Form 8-K, which will be filed with the
U.S. Securities and Exchange Commission and with securities
regulators in Canada on the System
for Electronic Document Analysis and Retrieval.
Further details regarding the Annual Meeting will be included in
the Company's definitive proxy materials, which will be filed with
the SEC and mailed to all Primo
Water shareowners.
About Lori
Tauber Marcus
Ms. Lori T. Marcus currently
serves as the founder of Courtyard Connections, LLC, an advisory
firm focused on marketing and leadership in consumer goods, retail,
food service, and consumer technology, since September 2015, and serves as an Executive
Advisor with Crenshaw Associates, an advisory firm serving senior
executives and leading corporations since September 2019, and as a manager of its Director
Prep Practice program, since January
2022. Prior to that, Ms. Marcus served as Chair of the
Direct to Patient Initiative with the Harvard
Business School's Kraft Precision Medicine Accelerator from
2017 to June 2020. In 2016, Ms.
Marcus served as Chief Marketing Officer for Peloton Interactive,
Inc. (NASDAQ: PTON), a global fitness platform, prior to its
initial public offering. In 2013, Ms. Marcus was appointed the
Executive Vice President and Chief Global Brand and Product Officer
at Keurig Green Mountain, Inc. (formerly NASDAQ: GMCR), a coffee
and coffee products company, and departed the company in 2015. From
2011 to 2012, she served as Chief Marketing Officer at The
Children's Place, Inc. (NASDAQ: PLCE), a children's clothing
company. Ms. Marcus previously spent 24 years with PepsiCo, Inc.
(NASDAQ: PEP) in marketing and general management positions of
increasing responsibility, culminating in her appointment as Senior
Vice President, Marketing Activation for PepsiCo Beverages,
North America. Additionally, Ms.
Marcus has served on the board of Fresh Del Monte Produce Inc.
(NYSE: FDP), a global food and produce company, since May 2021. Since January
2021, Ms. Marcus has served on the board of directors of
24-Hour Fitness, Inc., a privately held fitness company, including
as Chair of its compensation committee. Previously, Ms. Marcus
served on the board of directors of Phunware, Inc. (NASDAQ: PHUN),
an enterprise software company, from December 2018 to September
2021. Ms. Marcus received her B.S. from the Wharton School
of Business at the University of
Pennsylvania.
About Derek R. Lewis
Mr. Derek R. Lewis recently
served as President, Multicultural Business and Equity Development
at PepsiCo North America ("Pepsi NA"), the North America focused subsidiary of PepsiCo,
Inc. (NYSE: PEP) ("Pepsi"), a global food and beverage company,
from January 2022 to December 2022. Mr. Lewis is a 30+ year Pepsi
veteran, serving in numerous leadership positions across the
organization in roles of increasing responsibility, including as
President of the Pepsi Beverages North America, South Division
("Pepsi NA South"), a beverage products subsidiary of Pepsi, from
January 2019 to January 2022; as Senior Vice President &
General Manager, Field Sales Operations at Pepsi NA, from 2012 to
December 2018; as Senior Vice
President & General Manager of Pepsi NA South, from 2008 to
2012, as well as in a number of sales, operational and management
roles at Pepsi, from 1988 to 2008. Mr. Lewis also served on the
Board of Directors of the American Beverage Association, a trade
association representing America's non-alcoholic beverage industry,
from 2017 to December 2022. Mr. Lewis
received his B.S. from Hampton
University in Virginia and
his Executive MBA from Xavier University in
Ohio.
ABOUT PRIMO WATER
CORPORATION
Primo Water is a leading
pure-play water solutions provider in North America and Europe and generates approximately
$2.2 billion in annual revenue.
Primo Water operates largely under a
recurring revenue model in the large format water category (defined
as 3 gallons or greater). This business strategy is commonly
referred to as "razor-razorblade" because the initial sale of a
product creates a base of users who frequently purchase
complementary consumable products. The razor in Primo Water's revenue model is its industry
leading line-up of innovative water dispensers, which are sold
through approximately 10,000 retail locations and online at various
price points. The dispensers help increase household and business
penetration which drives recurring purchases of Primo Water's razorblade offering or water
solutions. Primo Water's razorblade
offering is comprised of Water Direct, Water Exchange, and Water
Refill. Through its Water Direct business, Primo Water delivers sustainable hydration
solutions across its 21-country footprint direct to customers,
whether at home or to businesses. Through its Water Exchange
business, customers visit retail locations and purchase a
pre-filled bottle of water. Once consumed, empty bottles are
exchanged at our recycling center displays, which provide a ticket
that offers a discount toward the purchase of a new bottle. Water
Exchange is available in approximately 17,500 retail locations.
Through its Water Refill business, customers refill empty bottles
at approximately 23,500 self-service refill drinking water
machines. Primo Water also offers
water filtration units across its 21-country footprint.
Primo Water's water solutions
expand consumer access to purified, spring, and mineral water to
promote a healthier, more sustainable lifestyle while
simultaneously reducing plastic waste and pollution. Primo Water is committed to its water
stewardship standards and is proud to partner with the
International Bottled Water Association (IBWA) in North America as well as with Watercoolers
Europe (WE), which ensure strict adherence to safety, quality,
sanitation and regulatory standards for the benefit of consumer
protection.
Primo Water is headquartered in
Tampa, Florida (USA). For more
information, visit www.primowatercorp.com.
About Legion Partners
Legion Partners is an activist investment manager based in
Los Angeles, CA, focused on U.S.
small-cap companies. Legion Partners seeks to generate attractive
long-term returns employing deep fundamental research, a
concentrated portfolio and responsible, collaborative engagement as
a catalyst for value creation. Founded in 2012, Legion Partners
takes a value-driven approach to managing a high-conviction
portfolio on behalf of sophisticated institutional and individual
investors. Learn more at www.legionpartners.com.
Safe Harbor Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, Section
21E of the Securities Exchange Act of 1934 and applicable Canadian
securities laws conveying management's expectations as to the
future based on plans, estimates and projections at the time the
Company makes the statements. Forward-looking statements involve
inherent risks and uncertainties and the Company cautions you that
a number of important factors could cause actual results to differ
materially from those contained in any such forward-looking
statements. The forward-looking statements in this press release
include but are not limited to statements regarding the
effectiveness of the Company's strategy and the ability of the
Company's reconstituted Board to execute on such strategy. The
forward-looking statements are based on assumptions regarding
management's current plans and estimates. Factors that could cause
actual results to differ materially from those described in this
press release include, among others: risks relating to any
unforeseen changes to or effects on liabilities, future capital
expenditures, revenues, expenses, earnings, synergies,
indebtedness, financial condition, losses and future prospects; the
effect of economic, competitive, legal, governmental and
technological factors on Primo
Water's business; and the impact of national, regional and
global events on our business, including the COVID-19 outbreak. The
foregoing list of factors is not exhaustive. Readers are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. Readers are urged to
carefully review and consider the various disclosures, including
but not limited to risk factors contained in the Company's Annual
Report in the Form 10-K and its quarterly reports on Form 10-Q, as
well as other periodic reports filed with the securities
commissions. The Company does not, except as expressly required by
applicable law, undertake to update or revise any of these
statements in light of new information or future events.
Important Additional
Information
The Company, its directors and certain of its executive officers
are participants in the solicitation of proxies from the Company's
shareowners in connection with the Annual Meeting. The Company
filed its definitive proxy statement and a BLUE proxy card
with the SEC and Canadian securities regulators on March 31, 2023 in connection with the
solicitation of proxies from the Company's shareowners and plans to
file an amended proxy statement and an amended proxy card to
reflect its updated slate of Board nominees. SHAREOWNERS OF THE
COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT,
ACCOMPANYING BLUE PROXY CARD, ANY AMENDMENTS THERETO AND ALL OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION. The Company's definitive proxy statement for the
Annual Meeting contains information regarding the direct and
indirect interests, by security holdings or otherwise, of the
Company's directors and executive officers in the Company's
securities. Information regarding subsequent changes to their
holdings of the Company's securities can be found in the SEC
filings on Forms 3, 4 and 5, which are available on the Company's
website at https://primowatercorp.com/investors/ or through
the SEC's website at www.sec.gov, and are disclosed on The System
for Electronic Disclosure by Insiders (SEDI) in Canada. Information can also be found in the
Company's other SEC filings, including its Annual Report on Form
10-K for the year ended December 31,
2022, filed on March 1, 2023.
Shareowners will be able to obtain the definitive proxy statement,
any amendments or supplements to the proxy statement and other
documents filed by the Company with the SEC and Canadian securities
regulators at no charge at the SEC's website at
www.sec.gov and on the System for Electronic Document Analysis
and Retrieval (SEDAR) at www.sedar.com. Copies will also be
available at no charge on the Company's website at
https://primowatercorp.com/investors/.
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SOURCE Primo Water Corporation