UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 9, 2020
Primo Water Corporation
(Exact name of registrant as specified in its charter)
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Canada
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001-31410
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98-0154711
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(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
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Corporate Center III
4221 W. Boy Scout Blvd., Suite 400 Tampa, Florida, United States |
33607 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (813) 313-1732
N/A
(Former name or former address, if changed since last report)
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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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| 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. ☐
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 9, 2020, the Board of Directors of Primo Water Corporation (the “Company”) approved an Amended and Restated Severance and Non-Competition Plan (the “Amended and Restated Severance Plan”), which amends and restates the Company’s Severance and Non-Competition Plan dated February 18, 2009, as previously amended on August 1, 2019 and March 2, 2020. The Amended and Restated Severance Plan, among other things, (i) increases the severance multiple for each of the three employee participant categories, (ii) calculates the bonus component of the cash severance payment based on the participant’s target bonus for the year in which termination occurs rather than the participant’s average bonus for the prior two years, (iii) provides for pro-rata payment of the participant’s annual bonus based on actual performance for the year of termination, (iv) caps health and welfare benefit continuation at 18 months, and (v) provides for up to $15,000 of outplacement assistance. The other material terms of the existing plan were not changed by the amendment and restatement.
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) | ||||||
| December 11, 2020 | ||||||
| By: |
/s/ Marni Morgan Poe |
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| Marni Morgan Poe | ||||||
| Chief Legal Officer and Secretary | ||||||