Exhibit 99.1
| Press Release |  |
CONTACT:
Jon Kathol
Vice President, Investor Relations
Tel:813-544-8515
investorrelations@primowater.com
PRIMO WATER ANNOUNCES CEO RETIREMENT
AND TRANSITION PLAN
Tom
Harrington Intends to Retire as Primo Water CEO
Will
Continue to Serve as CEO Until a Successor is Appointed
Board
Commences Search to Identify Company’s Next CEO
TAMPA, FL - May 31, 2023 - 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 Tom Harrington, Chief Executive Officer (“CEO”) and a member of
the Company’s Board of Directors (“the Board”) since January 2019, has informed the Board that he intends to retire
as the Company’s CEO, with a target effective date of December 31, 2023. To ensure a smooth transition, Mr. Harrington will continue
to serve as CEO and on the Board until the Board has identified and appointed a successor.
“On behalf of the Board, I want to thank Tom
for his significant contributions and dedicated years of service to Primo Water,” said Jerry Fowden, chairman of the Board. “Since
his appointment as CEO in 2019, Tom has played an instrumental role in transforming Primo Water into a leading pure-play water company,
leading our response to the COVID-19 pandemic and meaningfully engaging with our stakeholders, shareowners, customers, communities and
associates. It has been a privilege to work with Tom and we wish him nothing but the best in his retirement.”
“It has been an honor to lead Primo Water’s
talented team through a critical and transformative period during my tenure as CEO,” said Harrington. “Our strategy is clearly
working, we’re pleased with our past accomplishments and we’re even more excited about our future. With our strategy in place
and exciting prospects for the future, now is the right time to begin the transition to Primo Water’s next phase of leadership.
Together, we have built a powerful pure-play water platform that benefits from a large and growing revenue base. I am confident in our
team’s ability to build on our momentum to drive long-term growth and value creation.”
The Board has initiated a search to identify the
Company’s next CEO and has engaged a leading executive search firm to assist in the process. In order to facilitate a comprehensive
process, the Board will evaluate both internal and external candidates.
Mr. Fowden continued, “The Board and management
team are committed to ensuring a smooth transition, and we are grateful that we’ll continue to benefit from Tom’s experience
and perspective throughout this process. As the Board conducts its search for Tom’s successor, we are focused on identifying a strong
leader with a proven track record of operating successfully at scale while defining and executing a growth strategy driven by operational
excellence and world-class talent development.”
| Press Release | |
ABOUT PRIMO
WATER CORPORATION
Primo Water is a leading pure-play water solutions
provider in North America and Europe and generated approximately $2.2 billion in annual revenue in 2022. 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.
| Press Release | |
Safe Harbor Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 conveying
management’s expectations as to the future based on plans, estimates and projections at the time Primo Water makes the statements.
Forward-looking statements involve inherent risks and uncertainties and Primo Water cautions you that several important factors could
cause actual results to differ materially from those contained in any such forward-looking statement. The forward-looking statements contained
in this press release include, but are not limited to, statements regarding the Company’s succession plan for the chief executive
officer position and plans for a smooth transition to a new chief executive officer, and related matters. The forward-looking statements
are based on assumptions regarding management’s current plans and estimates. Management believes these assumptions to be reasonable,
but there is no assurance that they will prove to be accurate.
Factors that could cause actual results to differ
materially from those described in this press release include, among others: financial condition and results of operations; Primo Water’s
ability to compete successfully in the markets in which it operates; fluctuations in commodity prices and Primo Water’s ability
to pass on increased costs to its customers or hedge against such rising costs, and the impact of those increased prices on its volumes;
Primo Water’s ability to maintain favorable arrangements and relationships with its suppliers; Primo Water’s ability to manage
supply chain disruptions and cost increases related to inflation; Primo Water’s ability to manage its operations successfully; currency
fluctuations that adversely affect the exchange between currencies including the U.S. dollar, the British pound sterling, the Euro and
the Canadian dollar; the impact on Primo Water’s financial results from uncertainty in the financial markets and other adverse changes
in general economic conditions, including inflation and interest rates; any disruption to production at Primo Water’s manufacturing
facilities; Primo Water’s ability to maintain access to its water sources; the impact of climate change on Primo Water’s business;
Primo Water’s ability to protect its intellectual property; the seasonal nature of Primo Water’s business and the effect of
adverse weather conditions; the impact of national, regional and global events, including those of a political, economic, business and
competitive nature; the impact of COVID-19, related government actions and Primo Water’s strategy in response thereto on our business;
Primo Water’s ability to fully realize the potential benefit of transactions or other strategic opportunities that it pursues; Primo
Water’s ability to realize cost synergies of its acquisitions due to integration difficulties and other challenges; Primo Water’s
exposure to intangible asset risk; Primo Water’s ability to meet its obligations under its debt agreements, and risks of further
increases to its indebtedness; Primo Water’s ability to maintain compliance with the covenants and conditions under its debt agreements;
fluctuations in interest rates, which could increase Primo Water’s borrowing costs; Primo Water’s ability to recruit, retain
and integrate new management; Primo Water’s ability to renew its collective bargaining agreements from time to time on satisfactory
terms; compliance with product health and safety standards; liability for injury or illness caused by the consumption of contaminated
products; liability and damage to Primo Water’s reputation as a result of litigation or legal proceedings; changes in the legal
and regulatory environment in which Primo Water operates; Primo Water’s ability to adequately address the challenges and risks associated
with its international operations and address difficulties in complying with laws and regulations including the U.S. Foreign Corrupt Practices
Act and the U.K. Bribery Act of 2010; the impact on Primo Water’s tax obligations and effective tax rate arising from changes in
local tax laws or countries adopting more aggressive interpretations of tax laws; disruptions in Primo Water’s information systems;
Primo Water’s ability to securely maintain its customers’ confidential or credit card information, or other private data relating
to Primo Water’s employees or the Company; Primo Water’s ability to maintain its quarterly dividend; or credit rating changes.
| Press Release | |
The foregoing list of factors is not exhaustive.
Readers are cautioned not to place undue reliance on any 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 Primo Water’s
Annual Report on Form 10-K and its quarterly reports on Form 10-Q, as well as other filings with the securities commissions. Primo Water
does not undertake to update or revise any of these statements considering new information or future events, except as expressly required
by applicable law.
Website: www.primowatercorp.com
Exhibit 99.2
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 - Name and Address of Company
Primo Water Corporation (“Primo” or the “Company”)
1150 Assembly Drive, Suite 800
Tampa, Florida 33607
Item 2 - Date of Material Change
May
30, 2023
Item 3 - News Release
Attached as Schedule “A” is the news release in respect
of the material change, which was disseminated through PR Newswire on May 31, 2023.
Item 4 - Summary of Material Change
On May 31, 2023, the Company announced that Thomas J. Harrington,
Chief Executive Officer of the Company (“CEO”), informed the Company’s Board of Directors (the “Board”)
that he intends to retire as the Company’s CEO, with a target effective date of December 31, 2023. To ensure a smooth transition,
Mr. Harrington will continue to serve as CEO and on the Board until the Board has identified and appointed a successor. The Board has
initiated a search to identify the Company’s next CEO and has engaged a leading executive search firm to assist in the process.
In order to facilitate a comprehensive process, the Board will evaluate both internal and external candidates.
Item 5 - Full Description of Material Change
5.1 - Full Description of Material Change
See news release attached hereto
as Schedule “A”.
5.2 - Disclosure for Restructuring Transactions
Not applicable.
Item 6 - Reliance on Subsection 7.1(2) of National
Instrument 51-102
Not applicable.
Item 7 - Omitted Information
None.
Item 8 - Executive Officer
The
following executive officer of the Company is knowledgeable about the material change and this report:
Marni Morgan
Poe
Chief Legal Officer and Secretary
Tel: (813) 313-1895
Item 9 - Date of
Report
May
31, 2023.
SCHEDULE “A”
| Press Release | |
CONTACT:
Jon Kathol
Vice President, Investor Relations
Tel:813-544-8515
investorrelations@primowater.com
PRIMO WATER ANNOUNCES CEO RETIREMENT
AND TRANSITION PLAN
Tom
Harrington Intends to Retire as Primo Water CEO
Will
Continue to Serve as CEO Until a Successor is Appointed
Board
Commences Search to Identify Company’s Next CEO
TAMPA, FL - May 31, 2023 - 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 Tom Harrington, Chief Executive Officer (“CEO”) and a member of
the Company’s Board of Directors (“the Board”) since January 2019, has informed the Board that he intends to retire
as the Company’s CEO, with a target effective date of December 31, 2023. To ensure a smooth transition, Mr. Harrington will continue
to serve as CEO and on the Board until the Board has identified and appointed a successor.
“On behalf of the Board, I want to thank Tom
for his significant contributions and dedicated years of service to Primo Water,” said Jerry Fowden, chairman of the Board. “Since
his appointment as CEO in 2019, Tom has played an instrumental role in transforming Primo Water into a leading pure-play water company,
leading our response to the COVID-19 pandemic and meaningfully engaging with our stakeholders, shareowners, customers, communities and
associates. It has been a privilege to work with Tom and we wish him nothing but the best in his retirement.”
“It has been an honor to lead Primo Water’s
talented team through a critical and transformative period during my tenure as CEO,” said Harrington. “Our strategy is clearly
working, we’re pleased with our past accomplishments and we’re even more excited about our future. With our strategy in place
and exciting prospects for the future, now is the right time to begin the transition to Primo Water’s next phase of leadership.
Together, we have built a powerful pure-play water platform that benefits from a large and growing revenue base. I am confident in our
team’s ability to build on our momentum to drive long-term growth and value creation.”
The Board has initiated a search to identify the
Company’s next CEO and has engaged a leading executive search firm to assist in the process. In order to facilitate a comprehensive
process, the Board will evaluate both internal and external candidates.
Mr. Fowden continued, “The Board and management
team are committed to ensuring a smooth transition, and we are grateful that we’ll continue to benefit from Tom’s experience
and perspective throughout this process. As the Board conducts its search for Tom’s successor, we are focused on identifying a strong
leader with a proven track record of operating successfully at scale while defining and executing a growth strategy driven by operational
excellence and world-class talent development.”
| Press Release | |
ABOUT PRIMO
WATER CORPORATION
Primo Water is a leading pure-play water solutions
provider in North America and Europe and generated approximately $2.2 billion in annual revenue in 2022. 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.
| Press Release | |
Safe Harbor Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 conveying
management’s expectations as to the future based on plans, estimates and projections at the time Primo Water makes the statements.
Forward-looking statements involve inherent risks and uncertainties and Primo Water cautions you that several important factors could
cause actual results to differ materially from those contained in any such forward-looking statement. The forward-looking statements contained
in this press release include, but are not limited to, statements regarding the Company’s succession plan for the chief executive
officer position and plans for a smooth transition to a new chief executive officer, and related matters. The forward-looking statements
are based on assumptions regarding management’s current plans and estimates. Management believes these assumptions to be reasonable,
but there is no assurance that they will prove to be accurate.
Factors that could cause actual results to differ
materially from those described in this press release include, among others: financial condition and results of operations; Primo Water’s
ability to compete successfully in the markets in which it operates; fluctuations in commodity prices and Primo Water’s ability
to pass on increased costs to its customers or hedge against such rising costs, and the impact of those increased prices on its volumes;
Primo Water’s ability to maintain favorable arrangements and relationships with its suppliers; Primo Water’s ability to manage
supply chain disruptions and cost increases related to inflation; Primo Water’s ability to manage its operations successfully; currency
fluctuations that adversely affect the exchange between currencies including the U.S. dollar, the British pound sterling, the Euro and
the Canadian dollar; the impact on Primo Water’s financial results from uncertainty in the financial markets and other adverse changes
in general economic conditions, including inflation and interest rates; any disruption to production at Primo Water’s manufacturing
facilities; Primo Water’s ability to maintain access to its water sources; the impact of climate change on Primo Water’s business;
Primo Water’s ability to protect its intellectual property; the seasonal nature of Primo Water’s business and the effect of
adverse weather conditions; the impact of national, regional and global events, including those of a political, economic, business and
competitive nature; the impact of COVID-19, related government actions and Primo Water’s strategy in response thereto on our business;
Primo Water’s ability to fully realize the potential benefit of transactions or other strategic opportunities that it pursues; Primo
Water’s ability to realize cost synergies of its acquisitions due to integration difficulties and other challenges; Primo Water’s
exposure to intangible asset risk; Primo Water’s ability to meet its obligations under its debt agreements, and risks of further
increases to its indebtedness; Primo Water’s ability to maintain compliance with the covenants and conditions under its debt agreements;
fluctuations in interest rates, which could increase Primo Water’s borrowing costs; Primo Water’s ability to recruit, retain
and integrate new management; Primo Water’s ability to renew its collective bargaining agreements from time to time on satisfactory
terms; compliance with product health and safety standards; liability for injury or illness caused by the consumption of contaminated
products; liability and damage to Primo Water’s reputation as a result of litigation or legal proceedings; changes in the legal
and regulatory environment in which Primo Water operates; Primo Water’s ability to adequately address the challenges and risks associated
with its international operations and address difficulties in complying with laws and regulations including the U.S. Foreign Corrupt Practices
Act and the U.K. Bribery Act of 2010; the impact on Primo Water’s tax obligations and effective tax rate arising from changes in
local tax laws or countries adopting more aggressive interpretations of tax laws; disruptions in Primo Water’s information systems;
Primo Water’s ability to securely maintain its customers’ confidential or credit card information, or other private data relating
to Primo Water’s employees or the Company; Primo Water’s ability to maintain its quarterly dividend; or credit rating changes.
| Press Release | |
The foregoing list of factors is not exhaustive.
Readers are cautioned not to place undue reliance on any 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 Primo Water’s
Annual Report on Form 10-K and its quarterly reports on Form 10-Q, as well as other filings with the securities commissions. Primo Water
does not undertake to update or revise any of these statements considering new information or future events, except as expressly required
by applicable law.
Website: www.primowatercorp.com
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