SEC Filings

Primo Water Corp /CN/ (Form: DEFR14A, Received: 05/03/2023 17:20:21)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant ☒
Filed by a party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
PRIMO WATER CORPORATION
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
No fee required
Fee paid previously with preliminary materials
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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EXPLANATORY NOTE
This Amendment No. 1 amends and restates in its entirety the definitive proxy statement filed by Primo Water Corporation (the “Company”) with the Securities and Exchange Commission and the Canadian securities regulators on March 31, 2023 (the “Original Definitive Proxy Statement”). The Company is also filing a revised BLUE proxy card, which amends and restates the BLUE universal proxy card filed with the Original Definitive Proxy Statement. The Original Definitive Proxy Statement was filed in connection with the Company’s 2023 annual and special meeting of shareowners (the “meeting”), which was originally scheduled to be held on May 3, 2023 and has been postponed until May 31, 2023.
This Amendment No. 1 is being filed primarily for the purposes of (i) disclosing the Company’s updated slate of director nominees for the meeting, (ii) updating the proposal to approve the Company’s by-laws, (iii) updating the BLUE proxy card, and (iv) disclosing the new record date and meeting date. On May 3, 2023, the Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with Legion Partners Holdings, LLC and certain of its affiliates (collectively, “Legion”). Pursuant to the Cooperation Agreement, the Company has (i) appointed two of Legion’s nominees Derek R. Lewis and Lori T. Marcus to the Board and nominated them for election at the meeting and (ii) withdrawn the nomination of two incumbent directors Gregory Monahan and Eric Rosenfeld, who will serve out the remainder of their terms expiring as of immediately prior to the meeting and will not stand for re-election at the meeting. Pursuant to the Cooperation Agreement, Legion has withdrawn its nomination notice with respect to the meeting, effective immediately. Therefore, the Board’s nominees for the meeting consist of the following ten incumbent directors: Britta Bomhard, Susan E. Cates, Eric J. Foss, Jerry Fowden, Thomas J. Harrington, Mr. Lewis, Ms. Marcus, Billy D. Prim, Archana Singh and Steven P. Stanbrook. In addition, pursuant to the Cooperation Agreement, the Company has adopted a Second Amended and Restated By-Law No. 1, which amended and restated the Amended and Restated By-Law No. 1 to (i) clarify that director questionnaires submitted by nominating shareowners will request only information required by applicable law to be disclosed to shareowners and (ii) remove the ability of the Company to request certain additional information from nominating shareowners, including as to the qualifications, experience, economic or voting interest and independence of any shareowner nominee. At the meeting, shareowners will be asked to vote on a proposal to approve the Second Amended and Restated By-Law No. 1. For further information about the terms of the Cooperation Agreement, please refer to the section entitled “Questions and Answers About the Meeting―Have other candidates been nominated for election as directors at the meeting in opposition to the Board’s nominees?”.
Shareowners who have voted on the Company’s original BLUE universal proxy card or on Legion’s WHITE universal proxy card need to vote again on the enclosed revised BLUE proxy card for their votes to be counted. Any votes on the Company’s original BLUE universal proxy card or on Legion’s WHITE universal proxy card will not be recognized, be tabulated at the meeting or have any legal effect.
The Company intends to mail this Amendment No. 1 and the enclosed revised BLUE proxy card to all shareowners as of the close of business on April 27, 2023, the new record date for the meeting.

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Primo Water Corporation
1150 Assembly Drive
Suite 800
Tampa, Florida 33607
May 3, 2023
Dear Shareowners:
We are pleased to invite you to attend Primo Water Corporation’s (“Primo Water” or the “Company”) 2023 annual and special meeting of shareowners (including any adjournment or postponement thereof, the “meeting”), which will be held at 8:00 a.m. (local time in Tampa) on Wednesday, May 31, 2023. We will again hold our annual and special meeting of shareowners in a virtual-only format, via live audio webcast. You can access the meeting by visiting www.virtualshareholdermeeting.com/PRMW2023. You will be able to listen to the meeting live and submit questions and vote your shares while the meeting is being held.
At this meeting, you will have the opportunity to learn more about Primo Water and our strategy and to receive our financial results for the 2022 fiscal year. The notice of meeting and proxy statement that accompany this letter describe the business to be conducted at the meeting. You should also have received a BLUE proxy card or voting instruction form and postage-paid return envelope, through which your vote is being solicited on behalf of the Company’s board of directors (the “Board”).
We appreciate and encourage shareowner participation. For this year’s meeting, the Board has determined to nominate a refreshed slate of candidates for election at the meeting, consisting of ten of our incumbent directors: Britta Bomhard, Susan E. Cates, Eric J. Foss, Jerry Fowden, Thomas J. Harrington, Derek R. Lewis, Lori T. Marcus, Billy D. Prim, Archana Singh and Steven P. Stanbrook. Mr. Lewis and Ms. Marcus were originally nominated to the Board by Legion Partners Holdings, LLC (“Legion”) and were appointed to the Board pursuant to a Cooperation Agreement, dated May 3, 2023 (the “Cooperation Agreement”), between the Company, Legion and certain of Legion’s affiliates. We are confident that our slate of Board candidates has the right mix of professional achievement, skills, experiences and reputations that qualify each of them to serve on the Board. We are committed to engaging with our shareowners and continuing to respond to shareowner concerns about the Company, and we believe we are well-positioned to oversee the execution of our long-term strategic plan to maximize value for the Company’s shareowners and other constituencies that the Company serves. The Board unanimously recommends that you vote “FOR” the election of the Board’s candidates on the BLUE proxy card.
Even if you cannot attend the meeting, it is very important that your shares be represented and voted, either through the Internet, by telephone or by completing, signing and dating the enclosed BLUE proxy card in the envelope provided. Returning the BLUE proxy card or voting by Internet or telephone does not deprive you of your right to attend the meeting and to vote your shares. We encourage you to read the accompanying proxy statement and vote as soon as possible. If your shares are held by a broker, securities dealer, bank, trust company or other intermediary, we recommend that you instruct your intermediary to vote your shares on the BLUE proxy card.
As announced in our proxy statement for the 2022 annual meeting of shareowners, Stephen H. Halperin will not stand for re-election at the upcoming meeting due to the Company’s mandatory retirement policy. Moreover, pursuant to the Cooperation Agreement, two other incumbent directors, Gregory Monahan and Eric Rosenfeld, will retire from the Board as of immediately prior to the meeting and will not stand for re-election. I would like to thank Stephen, Greg and Eric for the invaluable contributions that they each have made to our Company.

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Thank you for your ongoing support of Primo Water Corporation. Your vote and participation, no matter how many shares you own, are very important to us. We look forward to your cooperation.
Sincerely,
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Thomas J. Harrington
Chief Executive Officer
If you have any questions or require assistance in authorizing a proxy or voting your common shares, or if you would like additional copies of the proxy materials, please contact:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 10018
Call Toll Free: 1-800-322-2885
Email: prmw@mackenziepartners.com

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Primo Water Corporation
Notice of Annual and Special Meeting of Shareowners
The 2023 Annual and Special Meeting of Shareowners of Primo Water Corporation (“Primo Water” or the “Company”) will be held
on:
Wednesday, May 31, 2023
at:
8:00 a.m. (local time in Tampa). We encourage you to access the meeting prior to the start time to allow you ample time to log in to the live audio webcast and test your computer audio system.
At:
Virtual meeting only via live audio webcast online at www.virtualshareholdermeeting.com/PRMW2023. To participate in the meeting, you will need the 16-digit control number included on your BLUE proxy card or on the instructions that accompany your proxy materials. You will be able to listen to the meeting live and submit questions and submit your vote while the meeting is being held.
To:
receive the financial statements for the year ended December 31, 2022 and the report on those statements by Primo Water’s independent registered certified public accounting firm,
 
elect directors,
 
approve the appointment of Primo Water’s independent registered certified public accounting firm,
 
hold a non-binding advisory vote on executive compensation,
 
hold a non-binding advisory vote on the frequency of future executive compensation advisory votes,
 
approve Primo Water’s Second Amended and Restated By-Law No. 1, and
 
transact any other business that properly may be brought before the meeting and any adjournment of the meeting.
The foregoing items of business are more fully described in the accompanying proxy statement. The Board recommends a vote “FOR” each of the Board’s ten director candidates named in the accompanying proxy statement and BLUE proxy card and a vote “FOR” each of the Company’s other proposals (except with respect to the proposal on the frequency of future executive compensation advisory votes, on which we recommend once every “1 YEAR”) on the BLUE proxy card. Only those shareowners as of the close of business on April 27, 2023 (the “Record Date”) are entitled to notice of and to vote at the meeting. The proxy statement and the BLUE proxy card are first being made available to shareowners on or about May 4, 2023.
The Company’s candidates for election as directors of the Company are listed in the accompanying proxy statement and BLUE proxy card. If you have voted on the Company’s original BLUE universal proxy card or on the WHITE universal proxy card furnished by or on behalf of Legion Partners Holdings, LLC, your votes will not be recognized, be tabulated at the meeting or have any legal effect, and you will need to vote again on the Company’s revised BLUE proxy card accompanying this proxy statement for your vote to be counted. The Board strongly and unanimously recommends that you vote on the enclosed BLUE proxy card or voting instruction form “FOR” each of the Company’s candidates.
Whether or not you plan to attend the meeting, we encourage you to submit your proxy as soon as possible by voting through the Internet, by telephone or by completing, signing and dating the enclosed BLUE proxy card. You are urged to vote your shares promptly even if your shares have been sold after the record date. For specific instructions on how to vote your shares, please refer to the BLUE proxy card or the section entitled “Questions and Answers About the Meeting” on page 2 of the proxy statement.
If your common shares are held by a broker, securities dealer, bank, trust company or other intermediary (i.e., your shares are held in “street name”), you will receive a voting instruction form from that broker, securities

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dealer, bank, trust company or other intermediary. You must provide voting instructions by completing the voting instruction form and returning it to your broker, securities dealer, bank, trust company or other intermediary for your shares to be voted. We recommend that you instruct your broker, securities dealer, bank, trust company or other intermediary to vote your shares on the BLUE proxy card. The proxy is revocable and will not affect your right to vote in person if you attend the meeting.
It is important that your shares be represented at the meeting, even if you plan to attend the meeting, to ensure that your shares will be represented. You do not need to attend the meeting to vote if you vote your shares before the meeting. If you are a record holder, you may vote your shares by mail, telephone or the Internet as described in the BLUE proxy card. You may also vote in person (virtually) at the meeting. If your shares are held by a broker, securities dealer, bank, trust company or other intermediary, you must follow the instructions provided by your broker, securities dealer, bank, trust company or other intermediary to vote your shares. If you plan to attend the meeting and vote your shares in person (virtually) at the meeting, you need to make the necessary arrangements with your intermediary.
By order of the board of directors
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Marni Morgan Poe
Chief Legal Officer and Secretary
Tampa, Florida
May 3, 2023
YOUR VOTE IS IMPORTANT. PLEASE VOTE PROMPTLY, EITHER ELECTRONICALLY THROUGH THE INTERNET, BY TELEPHONE OR BY COMPLETING, SIGNING, DATING AND RETURNING YOUR BLUE PROXY CARD.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL AND SPECIAL MEETING OF SHAREOWNERS TO BE HELD ON MAY 31, 2023
Our proxy statement, form of proxy and 2022 annual report are available at our website (www.primowatercorp.com), as well as our profile on SEDAR (www.sedar.com) and EDGAR (www.sec.gov).
Please complete, sign, date and promptly return the enclosed BLUE proxy card in the envelope provided, or grant a proxy and give voting instructions by Internet or telephone, so that you may be represented at the meeting. Instructions are on your BLUE proxy card or on the voting instruction form provided by your broker, securities dealer, bank, trust company or other intermediary.
The accompanying proxy statement provides a detailed description of the business to be conducted at the meeting. We urge you to read the accompanying proxy statement, including the appendices, carefully and in their entirety.
If you have any questions concerning the business to be conducted at the meeting, or if you would like additional copies of proxy materials, or require assistance in authorizing a proxy or voting your common shares, please contact:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 10018
Call Toll Free: 1-800-322-2885
Email: prmw@mackenziepartners.com

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Primo Water Corporation
Annual and Special Meeting of Shareowners
THIS PROXY STATEMENT EXPLAINS:
details of the matters to be voted upon at the meeting, and
how to exercise your right to vote even if you cannot attend the meeting.
THIS PROXY STATEMENT CONTAINS:
the notice of the meeting,
the proxy statement for the meeting, and
a proxy form that you may use to vote your shares without attending the meeting.
REGISTERED SHAREOWNERS
A BLUE proxy card is enclosed with this booklet. This BLUE proxy card may be used to vote your shares if you are unable to attend the meeting. Instructions on how to vote using this BLUE proxy card are found starting on page 2 of this proxy statement.
NON-REGISTERED BENEFICIAL SHAREOWNERS
If your shares are held on your behalf or for your account by a broker, securities dealer, bank, trust company or other intermediary, you will not be able to vote unless you carefully follow the instructions provided by your intermediary.
The accompanying proxy statement and BLUE proxy card are furnished in connection with the solicitation of proxies by or on behalf of the board of directors for use at the annual and special meeting of shareowners to be held on Wednesday, May 31, 2023 and any continuation of the meeting after an adjournment of such meeting.
AVAILABILITY OF QUARTERLY FINANCIAL INFORMATION
If you are a shareowner and wish to receive (or continue to receive) our quarterly interim financial statements (and the related management discussion and analysis) by mail, you must complete and return the enclosed request form. If you do not do so, quarterly financial statements will not be sent to you. Financial results are announced by media release, and financial statements are available on our website at www.primowatercorp.com, on the SEDAR website maintained by the Canadian securities regulators at www.sedar.com and on the EDGAR website maintained by the United States Securities and Exchange Commission at www.sec.gov.

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Primo Water Corporation
Proxy Statement
GENERAL INFORMATION
This proxy statement and accompanying BLUE proxy card are furnished in connection with the solicitation of proxies by or on behalf of the board of directors (the “Board”) of Primo Water Corporation (“Primo Water” or the “Company”) for use at the Company’s 2023 annual and special meeting of shareowners (including any adjournments or postponements thereof, the “meeting”) that is to be held at the time and place, and for the purposes, described in the accompanying notice of the meeting.
We are first mailing or making available to shareowners this proxy statement, BLUE proxy card, our 2022 annual report and related materials on or about May 4, 2023. All dollar amounts are in United States dollars unless otherwise stated. All information contained in this proxy statement is as of April 27, 2023, unless otherwise indicated. Our fiscal year ends on the Saturday closest to December 31 of each year. In this proxy statement, therefore, references to the year 2020 are to the fiscal year ended January 2, 2021, references to the year 2021 are to the fiscal year ended January 1, 2022, and references to the year 2022 are to the fiscal year ended December 31, 2022. As used herein, “GAAP” means United States generally accepted accounting principles.
We will again hold our annual and special meeting of shareowners in a virtual meeting, via live audio webcast. Shareowners can access the meeting by visiting www.virtualshareholdermeeting.com/PRMW2023. To participate in the meeting, shareowners will need the 16-digit control number included on their proxy cards or on the instructions that accompany the proxy materials. We recommend that shareowners carefully review in advance the procedures needed to gain admission virtually to the meeting. Technicians will be ready to assist you with any technical difficulties you may have accessing the meeting. If you encounter any difficulties accessing the meeting during check-in or during the meeting, please call the technical support number that will be posted on the meeting login page at www.virtualshareholdermeeting.com/PRMW2023.
We designed the format of the online meeting to ensure that our shareowners who attend the meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance shareowner access, participation and communication through online tools. We will take the following steps to ensure such an experience:
providing shareowners with the ability to submit appropriate questions real-time via the meeting website; and
answering questions submitted in the time allotted for the meeting (given time constraints, we may have to limit the number of questions addressed at the meeting).
If there are any questions that cannot be addressed due to time constraints or for any other reason, we will post answers to such questions on our website following the meeting. If we receive substantially similar questions, we may group them together and provide a single response to avoid repetition. Only questions that are relevant to the purpose of the meeting or our business will be answered.
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QUESTIONS AND ANSWERS ABOUT THE MEETING
Why did I receive these proxy materials?
The Board is soliciting your proxy for use at our meeting because you owned the Company’s common shares as of the close of business on April 27, 2023 (the “Record Date”) and, therefore, are entitled to vote at the meeting on the following proposals:
Proposal 1: To elect directors to serve until the 2024 annual meeting or until his or her earlier resignation, retirement or death;
Proposal 2: To approve the appointment of PricewaterhouseCoopers LLP as the Company’s certified public accounting firm for the 2023 fiscal year;
Proposal 3: To hold a non-binding advisory vote on the compensation of the named executive officers (commonly referred to as “say-on-pay”);
Proposal 4: To hold a non-binding advisory vote on the frequency of future executive compensation advisory votes; and
Proposal 5: To approve the Second Amended and Restated By-Laws (as defined below).
We will also consider any other business that properly comes before the meeting. If any other matters are properly brought before the meeting, the persons named in the enclosed BLUE proxy card or voting instruction form will vote the shares they represent in accordance with the instructions of the Board to the extent permitted by Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated therein (the “Exchange Act”).
Who is soliciting my vote?
The Board, on behalf of the Company, is soliciting your proxy to vote your shares on all matters scheduled to come before the meeting, whether or not you attend in person. By submitting your proxy and voting instructions over the Internet, by telephone or by completing, signing, dating and returning the BLUE proxy card, you are authorizing the persons named as proxies to vote your common shares at the meeting as you have instructed.
Have other candidates been nominated for election as directors at the meeting in opposition to the Board’s nominees?
The Board has nominated the following candidates for election at the meeting, consisting of ten of our incumbent directors: Britta Bomhard, Susan E. Cates, Eric J. Foss, Jerry Fowden, Thomas J. Harrington, Derek R. Lewis, Lori T. Marcus, Billy D. Prim, Archana Singh and Steven P. Stanbrook. Mr. Lewis and Ms. Marcus were originally nominated to the Board by Legion Partners Holdings, LLC (“Legion”) and were appointed to the Board on May 3, 2023, pursuant to a Cooperation Agreement, dated May 3, 2023 (the “Cooperation Agreement”), between the Company, Legion and certain of Legion’s affiliates.
Pursuant to the Cooperation Agreement, the Board has appointed Mr. Lewis and Ms. Marcus to the Board simultaneously with the signing of the Cooperation Agreement. Concurrently with their appointment to the Board, Mr. Lewis joined the ESG and Nominating Committee of the Board and Ms. Marcus joined the Human Resources and Compensation Committee of the Board. Additionally, the Company agreed to nominate Mr. Lewis and Ms. Marcus for election at the meeting. Two of the incumbent directors, Gregory Monahan and Eric Rosenfeld, will not stand for re-election at the meeting.
Effective upon execution of the Cooperation Agreement, the Board amended and restated the Company’s Amended and Restated By-Law No. 1 to (i) clarify that director questionnaires submitted by nominating shareowners will request only information required by applicable law to be disclosed to shareowners and (ii) remove the ability of the Company to request certain additional information from nominating shareowners, including as to the qualifications, experience, economic or voting interest and independence of any shareowner nominee.
Pursuant to the Cooperation Agreement, Legion has withdrawn its nomination notice for the meeting and has stopped pursuing its complaints and requests for relief to the Ontario Securities Commission and the Toronto Stock Exchange. Legion has also agreed to cease all solicitations of proxies and other activities in connection with the meeting and to vote all of its common shares in accordance with the Board’s recommendations at the meeting, subject to limited exceptions set forth in the Cooperation Agreement.
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Pursuant to the Cooperation Agreement, the Company agreed to pay Legion $1,625,000 in the aggregate in exchange for its general release of claims with respect to the Company and certain of its affiliates and representatives.
The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, a copy of which was filed with the U.S. Securities and Exchange Commission (the “SEC”) through a Current Report on Form 8-K of the Company on May 3, 2023.
The Company’s candidates for election as directors of the Company are listed in the accompanying proxy statement and BLUE proxy card. The enclosed BLUE proxy card revises the Company’s original BLUE universal proxy card, which was first made available to shareowners on or about March 31, 2023, and includes a refreshed slate of nominees. If you have voted on the Company’s original BLUE universal proxy card, your votes will not be recognized, be tabulated at the meeting or have any legal effect, and you will need to vote again on the Company’s revised BLUE proxy card accompanying this proxy statement for your vote to be counted. Moreover, because Legion has withdrawn its nomination notice with respect to the meeting and ceased its solicitation, any votes on Legion’s WHITE universal proxy card will not be recognized, be tabulated at the meeting or have legal effect. The Board strongly and unanimously recommends that you vote on the enclosed BLUE proxy card or voting instruction form “FOR” each of the Company’s candidates.
To vote “FOR” all of the Board’s nominees, please complete, sign, date and return the enclosed BLUE proxy card or follow the instructions provided in the BLUE proxy card for submitting a proxy over the Internet or by telephone or vote in person (virtually) at the meeting. Please vote by whichever method is most convenient for you to ensure that your shares are represented at the meeting.
Non-registered beneficial shareowners who own their shares in “street name” should follow the voting instructions provided by their intermediary to ensure that their shares are represented and voted at the meeting, or to revoke prior voting instructions. The Board urges you to instruct your intermediary to vote “FOR” the Board’s nominees, “FOR” Proposal 2, “FOR” Proposal 3, “1 YEAR” on Proposal 4 and “FOR” Proposal 5 by completing, signing, dating and returning only the enclosed BLUE proxy card.
If you mark a “FOR” vote with respect to less than ten nominees under Proposal 1, your shares will only be voted “FOR” those nominees you have marked.
Will there be any other items of business on the agenda?
We do not expect that any other items of business will be presented for consideration at the meeting other than those described in this proxy statement. However, by completing, signing, dating and returning a BLUE proxy card or submitting your proxy or voting instructions over the Internet or by telephone, you will give to the persons named as proxies discretionary voting authority with respect to any other matter that may properly come before the meeting under applicable law, and such persons named as proxies intend to vote on any such other matter in accordance with the instructions of the Board, to the extent permitted by Rule 14a-4(c) of the Exchange Act.
What are the Board’s recommendations?
The Board unanimously recommends that you vote by proxy using the BLUE proxy card with respect to the proposals as follows:
FOR” the election of Britta Bomhard, Susan E. Cates, Eric J. Foss, Jerry Fowden, Thomas J. Harrington, Derek R. Lewis, Lori T. Marcus, Billy D. Prim, Archana Singh and Steven P. Stanbrook as directors (Proposal 1);
FOR” the approval of the appointment of PricewaterhouseCoopers LLP as the Company’s certified public accounting firm for the 2023 fiscal year (Proposal 2);
FOR” the approval, on a non-binding advisory basis, of the compensation of the named executive officers (Proposal 3);
For the approval, on a non-binding advisory basis, of holding future executive compensation advisory votes once every “1 YEAR” (Proposal 4); and
FOR” the approval of the Second Amended and Restated By-Laws (Proposal 5).
Why is the Board making such recommendations?
We describe each proposal and the Board’s reason for its recommendation with respect to each proposal on pages 12, 72, 75, 76 and 77 and elsewhere in this proxy statement.
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Who can vote at the meeting?
The Record Date is used to determine shareowners who are entitled to receive notice of the meeting. Shareowners at the close of business on that date will be entitled to vote at the meeting. As of the Record Date, 159,134,534 common shares were outstanding. Each common share entitles the holder to one vote on all matters presented at the meeting.
What constitutes quorum at the meeting?
The meeting requires a quorum, which for this meeting means:
at least two persons personally present, each being a shareowner entitled to vote at the meeting or a duly appointed proxy for an absent shareowner so entitled; and
persons owning or representing not less than a majority of the voting power of our shares entitled to vote.
What vote is required to approve each proposal?
All matters that are scheduled to be voted upon at the meeting are ordinary resolutions. Ordinary resolutions are passed by a simple majority of votes cast—if more than half of the votes that are cast are cast in favor, the resolution passes.
Because Legion has withdrawn its nomination notice for the meeting pursuant to the Cooperation Agreement, the election of directors at the meeting is expected to be uncontested. In an uncontested election, the directors nominated must be elected by ordinary resolution of the shareowners. Pursuant to Primo Water’s Majority Voting and Director Resignation Policy, if a nominee in an uncontested election does not receive the vote of at least the majority of the votes cast (including votes “for” and votes “withheld”), such director is required to promptly deliver written notice to the ESG and Nominating Committee offering to resign from the Board. Primo Water’s Majority Voting and Director Resignation Policy is described more particularly below under the heading “Majority Voting and Director Resignation Policy” on page 23 of this proxy statement.
The approval of Primo Water’s independent registered certified public accounting firm and the Second Amended and Restated By-Laws must be approved by ordinary resolution of the shareowners.
Due to the non-binding advisory nature of the matter to be voted upon in respect of the compensation of our executive officers, there is no minimum vote requirement for the proposal. However, the matter will be considered to have passed with the affirmative vote of a majority of the votes cast by shareowners that are present or represented and entitled to vote at the meeting. Similarly, since the non-binding advisory vote on the frequency of say-on-pay votes seeks the input of shareowners and provides shareowners with multiple voting options, the options being every one, two or three years, there is no minimum vote requirement for the proposal. Instead, the frequency option receiving the greatest number of votes will be considered the frequency recommended by shareowners.
Proxies may be marked “FOR,” “AGAINST” or “WITHHOLD/ABSTAIN.” Abstentions/withholding and broker non-votes are counted for purposes of establishing a quorum. Abstentions and broker non-votes are not counted as votes cast for or against a proposal. “Withhold” votes are counted as votes cast on the director election proposal.
What is a proxy? How do I appoint a proxyholder?
A proxy is a document that authorizes another person to attend the meeting and cast votes on behalf of a registered shareowner at the meeting. Your proxyholder is the person you appoint to cast your votes for you at the meeting. Your proxy authorizes the proxyholder to vote and otherwise act for you at the meeting, including any continuation of the meeting if it is adjourned.
If you are a registered shareowner, you can grant a proxy by following the instructions on the accompanying BLUE proxy card. You may also use any other legal form of proxy. The persons named in the enclosed BLUE proxy card are directors or officers of Primo Water. You may choose those individuals or any other person to be your proxyholder. Your proxyholder does not have to be a shareowner of Primo Water. If you want to authorize a director or officer of Primo Water who is named on the enclosed BLUE proxy card as your proxyholder, please leave the line near the top of the BLUE proxy card proxy form blank, as their names are pre-printed on the form. If you want to authorize another person as your proxyholder, fill in that person’s name in the blank space located near the top of the enclosed BLUE proxy card.
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If you are a non-registered beneficial shareowner, you can grant a proxy by following the instructions your intermediary provides to you.
If I am a registered shareowner, how can I vote my shares?
The following instructions are for registered shareowners only. If you are a non-registered beneficial shareowner, please follow your intermediary’s instructions on how to vote your shares. See below under “If I am a non-registered beneficial shareowner, how can I vote my shares?”.
Voting at the Meeting
Primo Water is holding the meeting in a virtual-only format and shareowners will not be able to attend the meeting in person. Registered shareowners who attend the meeting online by accessing www.virtualshareholdermeeting.com/PRMW2023 may electronically vote the shares registered in their name on resolutions put before the meeting. If you are a registered holder who will attend and vote online at the meeting, you do not need to complete or return the BLUE proxy card, although you are requested to do so. Whether or not you plan to attend the meeting, we recommend that you also submit your proxy by Internet, telephone or mail so that your vote will be counted if you later decide not to attend the meeting. Sending in a proxy card will not prevent a registered shareowner from voting online at the meeting. Such registered shareowner’s vote will be taken and counted at the meeting. If you are attending the meeting, please log-on to the meeting in advance to ensure that your vote will be counted.
Voting by Proxy
If you are a registered shareowner but do not plan to attend the online meeting, there are three ways that you can vote your proxy:
Mail: You may vote by completing, dating and signing the enclosed BLUE proxy card and returning it to Broadridge Corporate Issuer Services (“Broadridge”) no later than 11:59 p.m. local time in Tampa on May 30, 2023, or the last business day prior to any postponed or adjourned meeting, by mail to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 using the envelope provided.
Telephone: You may vote over the phone by calling toll free 1-800-690-6903 no later than 11:59 p.m. local time in Tampa on May 30, 2023 or the last business day prior to any postponed or adjourned meeting.
Internet: You may vote over the Internet by accessing www.proxyvote.com and following the proxy login and voting procedures described for the meeting. The enclosed BLUE proxy card contains certain information required for the Internet voting process. Detailed voting instructions will then be conveyed electronically via the Internet to those who have completed the login procedure. You may vote (and revoke a previous vote) over the Internet at any time before 11:59 p.m. local time in Tampa on May 30, 2023 or the last business day prior to any postponed or adjourned meeting.
The Internet voting procedure, which complies with Canadian law, is designed to authenticate shareowners’ identities, to allow shareowners to vote their shares and to confirm that shareowners’ votes have been recorded properly. Shareowners voting via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies that must be borne by the shareowners. Also, please be aware that Primo Water is not involved in the operation of the Internet voting procedure and cannot take responsibility for any access or Internet service interruptions that may occur or any inaccurate, erroneous or incomplete information that may appear.
Other: If you have not availed yourself of any of the foregoing voting procedures by 11:59 p.m. local time in Tampa on May 30, 2023 or the last business day prior to any postponed or adjourned meeting but still wish to vote by proxy, you may vote by (i) completing, dating and signing the enclosed BLUE proxy card and faxing it to the attention of our Secretary at (813) 434-2139, or (ii) having the person you have chosen as your proxyholder deliver it in person to our Secretary, in each case so that it is received prior to the commencement of the meeting or any postponed or adjourned meeting.
If I am a non-registered beneficial shareowner, how can I vote my shares?
If your common shares are not registered in your name but in the name of an intermediary (typically a bank, trust company, securities dealer or broker, or a clearing agency in which an intermediary participates), then you are a non-registered beneficial shareowner (as opposed to a registered shareowner). Copies of this document have been
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distributed to intermediaries who are required to deliver them to, and seek voting instructions from, our non-registered beneficial shareowners. Intermediaries often use a service company (such as Broadridge) to forward meeting materials to non-registered beneficial shareowners. Primo Water intends to pay for intermediaries to deliver proxy-related materials and the request for voting instructions (Form 54-101F7) to “objecting beneficial owners” in accordance with National Instrument 54-101—Communication with Beneficial Owners of Securities. If you are a non-registered beneficial shareowner, you can vote your common shares by proxy, by following the instructions your intermediary provides to you, through your intermediary or at the meeting. As a non-registered beneficial shareowner, while you are invited to attend the meeting, you will not be entitled to vote at the meeting unless you make the necessary arrangements with your intermediary to do so.
If you do not provide voting instructions to your intermediary, then your common shares will not be voted at the meeting on any proposal with respect to which the intermediary does not have discretionary authority. If you are a non-registered shareowner, please instruct the intermediary how to vote your common shares using the voting instruction form provided by your intermediary so that your vote can be counted. The voting instruction form provided by the intermediary holding your common shares may also include information about how to submit your voting instructions over the Internet or by telephone. The BLUE proxy card accompanying this proxy statement will provide information regarding Internet and telephone voting.
Voting at the Meeting
Primo Water is holding the meeting in a virtual-only format and shareowners will not be able to attend the meeting in person. A non-registered beneficial shareowner who received a voting instruction form from the intermediary and who wishes to attend and vote at the meeting online by accessing www.virtualshareholdermeeting.com/PRMW2023 (or have another person attend and vote on their behalf) should strike out the proxyholders named in the voting instruction form and insert the non-registered beneficial shareowner’s (or such other person’s) name in the blank space provided or follow the corresponding instructions provided by the intermediary. However, even if you plan to attend the meeting, Primo Water recommends that you vote your shares in advance, so that your vote will be counted in the event you later decide not to attend the meeting. This will not prevent a non-registered beneficial shareowner from voting at the meeting. Such non-registered beneficial shareowner’s vote will be taken and counted at the meeting. If you are attending the meeting, please log on to the meeting in advance to ensure that your vote will be counted.
Voting by Proxy through Intermediary
Internet: If your intermediary is registered with Broadridge, which we have retained to manage beneficial shareowner Internet voting, you may vote over the Internet by following the proxy login and voting instructions on your voting instruction form.
Through Intermediary: A non-registered beneficial shareowner who does not vote via the Internet will be given a voting instruction form or other document by his or her intermediary that must be submitted by the non-registered beneficial shareowner in accordance with the instructions provided by the intermediary. In such case, you cannot use the Internet voting procedures described above and must follow the intermediary’s instructions (which in some cases may allow the completion of the voting instruction form by telephone or on the intermediary’s Internet website). Occasionally, a non-registered beneficial shareowner may be given a form of proxy that has been signed by the intermediary and is restricted to the number of shares owned by the non-registered beneficial shareowner but is otherwise not completed. This form of proxy does not need to be signed by the non-registered beneficial shareowner. In this case, you can complete the form of proxy and vote by mail only in the same manner as described above under “If I am a registered shareowner, how can I vote my shares?—Voting by Proxy” on page 5 of this proxy statement.
In all cases, non-registered beneficial shareowners should carefully follow the instructions provided by the intermediary.
What happens if I do not specify how I want my shares voted? What is discretionary voting? What is a broker non-vote?
As a registered shareowner as of the close of business on the Record Date for the meeting, if you properly complete, sign, date and return a BLUE proxy card, your common shares will be voted as you specify. However, if you return your signed and dated BLUE proxy card or submit your proxy by Internet but do not specify how you
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want your common shares voted, then your common shares will be voted by the persons names as proxyholders on the BLUE proxy card “FOR” each of the Company’s ten director candidates named in the accompanying proxy statement and BLUE proxy card and a vote “FOR” each of the Company’s other proposals (except with respect to the proposal on the frequency of future executive compensation advisory votes, which will be voted as once every “1 YEAR”) on the BLUE proxy card.
If, on the Record Date, your shares were held in an account at a bank, securities dealer, broker, trust company or other intermediary, then you are the non-registered beneficial shareowner of shares held in “street name.” The organization holding your account is considered the shareowner of record for purposes of voting at the meeting. As a non-registered beneficial shareowner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the meeting. However, because you are not a registered shareowner, you may not vote your shares at the meeting unless you request and obtain a valid legal proxy from your broker or other intermediary. Please follow the instructions from your bank, securities dealer, broker, trust company or other intermediary, or contact your intermediary to request a legal proxy. If you hold your shares in “street name,” please instruct your intermediary how to vote your shares using the voting instruction form provided by your bank, securities dealer, broker, trust company or other intermediary so that your vote can be counted. The voting instruction form provided by your intermediary may also include information about how to submit your voting instructions over the Internet or by telephone, if such options are available.
A “broker non-vote” occurs when the broker holding shares for a non-registered beneficial shareowner has not received voting instructions from the non-registered beneficial shareowner and does not have discretionary authority to vote the shares. If you own your shares in “street name” and do not provide voting instructions to your broker, then your shares will not be voted at the meeting on any proposal with respect to which your broker does not have discretionary authority and discretionary authority is permissible at an annual meeting. The broker will be entitled to vote shares held for a non-registered beneficial shareowner on routine matters, such as Proposal 2, without instructions from the non-registered beneficial shareowner of those shares and is not entitled to vote the shares on non-routine items. Accordingly, if you do not submit any voting instructions to your broker, your broker may exercise discretion to vote your shares on Proposal 2, even in the absence of your instruction. If your shares are voted on Proposal 2, as directed by your broker, your shares will constitute “broker non-votes” on each of the non-routine proposals (i.e., Proposals 1, 3, 4 and 5). The “broker non-votes” will be counted for purposes of determining whether a quorum exists at the meeting.
In addition to being able to submit to Primo Water or the intermediary, as applicable, a voting instruction form, non-registered beneficial shareowners are permitted to submit any other documents in writing that requests that the beneficial shareowner or a nominee thereof be appointed as a proxyholder.
How do I revoke or change my proxy after I have delivered my proxy?
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before the meeting by delivering to our Secretary a written notice of revocation or a duly executed proxy bearing a later date, by voting via the Internet or by telephone at a later date or by attending the meeting and voting at the meeting. You may send a written notice to our Secretary to the following address: 1150 Assembly Drive, Suite 800, Tampa, Florida 33607.
This revocation must be received by our Secretary before the meeting (or before the date of the reconvened meeting if it is adjourned), or in any other way permitted by law.
If you revoke your proxy and do not replace it with another form of proxy that is properly deposited, you may still vote shares registered in your name online during the meeting.
Only the latest dated and validly executed proxy that you submit will count. If you hold your shares in an account at an intermediary, follow the instructions provided to change your vote.
What does it mean if I receive more than one proxy statement from the Company or BLUE proxy card?
We may conduct multiple mailings prior to the meeting to ensure shareowners have our latest proxy information and materials to vote. In that event, we will send you a new BLUE proxy card or voting instruction form with each mailing, regardless of whether you have previously voted. You may also receive more than one set of proxy materials, including multiple BLUE proxy cards, if you hold shares that are registered in more than one account—please vote the BLUE proxy card for every account you own. The latest dated proxy you submit will be counted.
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The Company previously made available its original proxy statement and original BLUE universal proxy card on or about March 31, 2023. Different from the original BLUE universal proxy card, the enclosed BLUE proxy card is not a universal proxy card (i.e., does not include an opposing slate of nominees) and includes a slightly different slate of the Board’s nominees, consisting of ten of our incumbent directors: Britta Bomhard, Susan E. Cates, Eric J. Foss, Jerry Fowden, Thomas J. Harrington, Derek R. Lewis, Lori T. Marcus, Billy D. Prim, Archana Singh and Steven P. Stanbrook. Mr. Lewis and Ms. Marcus were originally nominated to the Board by Legion, and have been appointed to the Board pursuant to the Cooperation Agreement. Moreover, pursuant to the Cooperation Agreement, Legion has withdrawn its nomination notice and will not engage in any solicitation of proxies in connection with the meeting. If you have voted on the Company’s original BLUE universal proxy card or on Legion’s WHITE universal proxy card, your votes will not be recognized, be tabulated at the meeting or have any legal effect, and you will need to vote again on the Company’s revised BLUE proxy card accompanying this proxy statement for your vote to be counted. The Board strongly and unanimously recommends that you vote on the enclosed BLUE proxy card or voting instruction form ‘‘FOR” each of the Company’s candidates.
What happens if I have already granted proxy authority in favor of Legion?
Since Legion has withdrawn its nomination notice with respect to the meeting and ceased its solicitation, any votes cast on Legion’s WHITE universal proxy card will not be recognized, be tabulated at the meeting or have any legal effect. Shareowners will need to vote again on the Company’s revised BLUE proxy card accompanying this proxy statement for your vote to be counted.
If you have any questions or need assistance voting, or would like additional copies of proxy materials, please contact MacKenzie Partners, Inc. by phone toll-free at 1-800-322-2885 or by email at prmw@mackenziepartners.com.
Will my votes be publicized?
Broadridge counts and tabulates proxies in a manner that preserves the confidentiality of your votes. Proxies will not be submitted to management unless:
there is a proxy contest;
the proxy contains comments clearly intended for management; or
it is necessary to determine a proxy’s validity or to enable management and/or the Board to meet their legal obligations to shareowners or to discharge their legal duties to Primo Water.
Who will pay for the cost of this proxy solicitation?
The costs and expenses of the Board’s soliciting proxies, including the preparation, assembly and mailing of this proxy statement, the BLUE proxy card, the Notice of the Annual and Special Meeting of Shareowners and any additional information furnished to shareowners, will be borne by Primo Water. In addition, Primo Water may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. Proxies may also be solicited on behalf of the Board by certain of our directors, officers and staff members, without additional compensation, personally or by telephone, telegram, letter or facsimile. Other than the persons described in this proxy statement, no general class of employee of the Company will be employed to solicit shareowners in connection with this proxy solicitation. However, in the course of their regular duties, our employees, officers and directors may be asked to perform clerical or ministerial tasks in furtherance of this solicitation. None of these individuals will receive any additional or special compensation for doing this, but they may be reimbursed for reasonable out-of-pocket expenses. We have hired MacKenzie Partners, Inc., a professional soliciting organization, to assist us in distributing proxy solicitation materials and responding to information requests from shareowners with respect to the materials. For these services, MacKenzie Partners, Inc. will be paid a fee of up to $350,000, plus limited reimbursement for out-of-pocket expenses. MacKenzie Partners, Inc. expects that approximately 20 of its employees will assist in the solicitation.
When will the voting results be announced?
The final voting results will be reported on Form 8-K, which will be filed with the SEC within four business days after the meeting. If our final voting results are not available within four business days after the meeting, we will file a Form 8-K reporting the preliminary voting results and subsequently file the final voting results in an amendment to the Form 8-K within four business days after the final voting results are known to us.
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Do I have appraisal or dissenters’ rights?
None of the applicable law, the Company’s Articles of Continuance or its by-laws provide for appraisal or other similar rights for dissenting shareowners in connection with any of the proposals set forth in this proxy statement. Accordingly, you will have no right to dissent and obtain payment for your shares in connection with such proposals.
Whom should I contact if I have questions?
MacKenzie Partners, Inc. is assisting us with our effort to solicit proxies. If you have additional questions about the election of directors, this proxy statement or the meeting, or if you need assistance voting your shares, please contact:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 10018
Call Toll Free: 1-800-322-2885
Email: prmw@mackenziepartners.com
THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE BOARD’S NOMINEES ON PROPOSAL 1, “FOR” PROPOSAL 2, “FOR” PROPOSAL 3, “1 YEAR” ON PROPOSAL 4 AND “FOR” PROPOSAL 5, USING THE ENCLOSED BLUE PROXY CARD OR VOTING INSTRUCTION FORM
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PROCEDURE FOR CONSIDERING SHAREOWNER PROPOSALS
If you want to propose any matter for inclusion in our 2024 proxy statement, it must be received by our Chief Legal Officer and Secretary no later than January 5, 2024 at Primo Water Corporation, 1150 Assembly Drive, Suite 800, Tampa, Florida 33607.
Our by-laws fix a deadline by which shareowners must submit director nominations prior to any meeting of shareowners. In the case of annual meetings, advance notice must be delivered to us not less than 30 days prior to the date of the annual meeting; provided, however, that if the annual meeting is called for a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, advance notice may be made not later than the close of business on the 10th day following the date on which the public announcement of the date of the annual meeting is first made by us. In the case of a special meeting of shareowners (which is not also an annual meeting), advance notice must be delivered to us no later than the close of business on the 15th day following the day on which the public announcement of the date of the special meeting is first made by us. Our by-laws also require any shareowner making a director nomination to provide certain important information about its nominees with its advance notice. Only shareowners who comply with these requirements will be permitted to nominate directors to the Board unless the “advance notice” requirements of our by-laws are waived by the Board in its sole discretion. You are advised to review our by-laws, which contain additional requirements about advance notice of director nominations.
The Second Amended and Restated By-Laws are currently in effect and, if approved by the shareowners at the meeting, will be in effect in respect of our 2024 proxy statement and annual meeting. The Second Amended and Restated By-Laws clarify certain procedural and information requirements for shareowners to make director nominations and address certain matters resulting from the SEC’s “universal proxy” rules, including:
to require nominating shareowners to submit certain information regarding the nominee;
to require nominating shareowners to make certain representations regarding their intent to comply with applicable proxy rules, to provide reasonable evidence of compliance with those rules in advance of the meeting, and to notify Primo Water in the event of a change in plans to solicit proxies; and
to provide that any proxies in favor of a nomination that is withdrawn by the nominating shareowner or disregarded due to failure to comply with applicable proxy rules or the procedures set forth in the Second Amended and Restated By-Laws will be treated as abstentions.
The Second Amended and Restated By-Laws expand the group of persons authorized to determine whether a nomination has been made in accordance with the Second Amended and Restated By-Laws in order to allow Primo Water to respond appropriately to questions as they arise throughout the nomination and solicitation process.
In addition, shareowners who intend to solicit proxies in support of director nominees other than the Company’s director nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 1, 2024.
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PRINCIPAL SHAREOWNERS
We are not aware of any person who, as of April 27, 2023, beneficially owned or exercised control or direction, directly or indirectly, over more than 5% of our common shares except as set forth below:
Name and Address
Nature of Ownership or
Control
Number of
Shares
Percentage of
Class(1)
BlackRock, Inc.(2)
55 East 52nd Street
New York, NY 10055
Beneficial ownership
16,830,326
​10.6%
The Vanguard Group Inc.(3)
100 Vanguard Blvd.
Malvern, PA 19355
Beneficial ownership
11,181,617
7.0%
FMR LLC(4)
245 Summer Street
Boston, Massachusetts 02210
Beneficial ownership
9,616,041
6.0%
JPMorgan Chase & Co.(5)
383 Madison Avenue
New York, New York 10179
Beneficial ownership
8,691,471
5.5%
(1)
Percentage of class is based on 159,134,534 shares outstanding as of April 27, 2023.
(2)
Based on information reported in a Schedule 13G/A filed by BlackRock, Inc. on January 23, 2023 with the SEC. As reported in such filing, BlackRock, Inc. is the beneficial owner of 16,830,326 shares, with sole voting power with respect to 15,772,937 shares and sole dispositive power with respect to 16,830,326 shares.
(3)
Based on information reported in a Schedule 13G filed by The Vanguard Group Inc. (“Vanguard Group”) on February 9, 2023 with the SEC. As reported in such filing, the Vanguard Group is the beneficial owner of 11,181,617 shares, with shared voting power with respect to 1,460,813 shares, sole dispositive power with respect to 9,619,185 shares and shared dispositive power with respect to 1,562,432 shares.
(4)
Based solely on information reported in an amended Schedule 13G filed by FMR LLC (“FMR”) on February 9, 2023 with the SEC. As reported in such filing, FIAM LLC, Fidelity Institutional Asset Management Trust Company, and Fidelity Management & Research Company LLC reported that each beneficially owns Primo Water common shares. Abigail P. Johnson is the Chairman and Chief Executive Officer of FMR. Members of the family of Ms. Johnson (the “Johnson Family”) are the predominant owners, directly or through trusts, of Series B voting common shares of FMR, representing 49% of the voting power of FMR. The Johnson Family and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson Family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR.
(5)
Based on information reported in a Schedule 13G/A filed by JPMorgan Chase & Co. on January 25, 2023 with the SEC. As reported in such filing, certain subsidiaries of JPMorgan Chase & Co. listed in the filing are the beneficial owners of 8,691,471 shares, with sole voting power with respect to 8,070,341 shares and sole dispositive power with respect to 8,668,971 shares.
FINANCIAL STATEMENTS
At the meeting, we will submit to our shareowners Primo Water’s annual consolidated financial statements for the year ended December 31, 2022, and the related report of Primo Water’s independent registered certified public accounting firm. No vote will be taken regarding the financial statements.
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PROPOSAL 1 – ELECTION OF DIRECTORS
The ESG and Nominating Committee of the Board (the “ESG and Nominating Committee”) reviews annually the qualifications of persons proposed for election to the Board and submits its recommendations to the Board for consideration.
The ESG and Nominating Committee believes that the Board should be comprised of directors with a broad range of experience, expertise and attributes. The Board has fixed the number of directors to be elected at the meeting at ten. The following table reflects the diverse skill set requirements of the Board and identifies the specific experience, expertise and attributes brought by each individual director nominee. Three of our incumbent directors, Messrs. Halperin, Monahan and Rosenfeld, will retire from the Board, effective as of immediately prior to the meeting, and will not stand for re-election at the meeting.
 
Britta
Bomhard
Susan E.
Cates
Eric J.
Foss
Jerry
Fowden
Thomas J.
Harrington
Derek R.
Lewis
Lori T.
Marcus
Billy D.
Prim
Archana
Singh
Steven P.
Stanbrook
Knowledge, Skills and Experience
 
 
 
 
 
 
 
 
 
 
Industry Experience
 
X
X
X
X
X
 
X
 
 
International Experience
X
X
X
X
X
 
X
X
X
X
Executive Experience
X
X
X
X
X
X
X
X
X
X
Digital / E-Commerce
X
X
X
 
X
 
X
 
X
 
M&A Experience
X
X
X
X
X
X
 
X
 
X
Finance
X
X
X
X
X
 
 
 
 
X
Accounting
X
X
X
 
 
 
 
 
 
Governance
X
X
X
X
X
X
X
X
X
X
Race/Ethnicity
 
 
 
 
 
 
 
 
 
 
Asian (Indian)
 
 
 
 
 
 
 
 
X
 
African American
 
 
 
 
 
X
 
 
 
White
X
X
X
X
X
 
X
X
 
X
Gender
 
 
 
 
 
 
 
 
 
 
Male/Female
Female
Female
Male
Male
Male
Male
Female
Male
Female
Male
Board Tenure
 
 
 
 
 
 
 
 
 
 
Years
4
3
0
14
4
0
0
3
2
4
In the opinion of the ESG and Nominating Committee and the Board, each of the ten nominees for election as a director is well qualified to act as a director of Primo Water and, together, the nominees bring the mix of independence, diversity, expertise and experience necessary for the Board and its committees to function effectively. Our approach to corporate governance and the roles of the Board and its committees are described under “Corporate Governance” on page 60 of this proxy statement.
During 2022, the Board held six meetings. Each of our incumbent directors who served on the Board during 2022 attended, in person, by video conference or by telephone, all of the applicable meetings of the Board and committees on which they served in 2022.
Set forth below is certain information concerning our nominees for election as directors of Primo Water, including information regarding each person’s service as a director, committee membership, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the ESG and Nominating Committee and the Board to determine that the person should serve as a director of Primo Water. If elected, each director will hold office until the next annual meeting of shareowners.
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The Board has considered the independence of each of the nominees for election as directors of Primo Water for purposes of the rules of the SEC, New York Stock Exchange (the “NYSE”) and National Instrument 58-101—Disclosure of Corporate Governance Practices (“NI 58-101”) of the Canadian Securities Administrators. As of May 3, 2023, all nominees are independent except for Mr. Harrington, our Chief Executive Officer. See “Certain Relationships and Related Transactions” on page 27 of this proxy statement for further discussion of the Board’s determinations as to independence.
Britta Bomhard – Lead Independent Director
graphic
Director Since: 2018

Age: 54

Skill Set: International Experience, Executive Experience, Digital/E–Commerce, M&A Experience, Finance, Accounting, Governance

Qualifications: The Board nominated Ms. Bomhard to be a director because of her background in international business with extensive experience in strategic planning, sales, e-commerce, digital and online marketing, operational improvement, and acquisition integration.

Experience:
 
• 
Co-founder of Encourage-Ventures, a startup investment network, and a Distinguished Careers Institute fellow at Stanford University in the area of new technologies and climate change (2022 – present).
 
Consultant for Stanford Seed which partners with entrepreneurs from across Africa and South Asia to help them build thriving enterprises that transform lives. Her last project was advising a pharmacy chain in Nigeria to build their e-commerce business (2020 – present).
 
Executive Vice President and Chief Marketing Officer of Church & Dwight Co., Inc. (2016 –2021), an S&P 500 company and maker of Arm & Hammer baking soda and other branded household, personal care and specialty products.
 
President of Europe at Church & Dwight (2013 –2016).
 
General Manager role for Energizer Holdings, Inc. in Spain & Portugal and Nordics & Austria (2013 –2015).
Primo Water Committees: Audit Committee, ESG and Nominating Committee (Chair)

Other Current Public Company Directorships: None

Former Public Company Directorships: None
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Susan E. Cates – Independent Director
graphic
Director Since: 2020

Age: 52

Skill Set: Industry Experience, International Experience, Executive Experience, Digital/E–Commerce, M&A Experience, Finance, Accounting, Governance

Qualifications: The Board nominated Ms. Cates to be a director because she has extensive executive, financial, M&A and digital innovation experience, and has extensive knowledge of the legacy Primo Water business. (such business, which was bought by the Company in 2020, “Legacy Primo”).

Experience:
 
Co-founder and current Managing Partner of Leeds Illuminate, a growth equity fund investing in portfolio companies with digital platforms in the Education and Workforce Development sectors (2020 – Present).
 
Chief Executive Officer of the Association of College and University Educators (2019 – 2021).
 
Chief Operating Officer of 2U, Inc., a leading education tech company that provides digital education services to universities around the world (2016 – 2017).
 
Member of the Board of Advisors at Kenan-Flagler Business School at the University of North Carolina at Chapel Hill (2016 – Present), where she was Co-Chair of the Nominations and Governance Committee (2016 – 2020).
 
President of Executive Development at UNC’s Kenan-Flagler Business School (2008 – 2016).
 
Founding Executive Director of MBA@UNC (2010 –2016).
 
Partner with Best Associates, a Dallas-based private equity firm (2004 – 2008).
 
Principal and founding team member of ThinkEquity Partners, a boutique investment bank in New York, with former colleagues from Merrill Lynch & Co. (2001 – 2004).
Primo Water Committees: Audit Committee (Chair)

Other Current Public Company Directorships: None

Former Public Company Directorships: Legacy Primo (2014 – 2020)
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Eric J. Foss – Independent Director
graphic
Director Since: March 2023

Age: 64

Skill Set: Industry Experience, International Experience, Executive Experience, Digital/E-Commerce, M&A Experience, Finance, Accounting, Governance

Qualifications: The Board nominated Mr. Foss to be a director because of his extensive route-based industry experience as an executive at global companies in the food, beverage and service industries, along with his experience serving as a public company director.

Experience:
 
President and Chief Executive Officer of Aramark Corporation, a food service company (2012 – 2019) and Chairman of the Board (2015 – 2019).
 
Chief Executive Officer of Pepsi Beverages Company (2010 – 2011).
 
Chairman and Chief Executive Officer of Pepsi Bottling Group (2008 – 2010), President and Chief Executive Officer (2006 – 2008), and Chief Operating Officer (2005 – 2006).
Primo Water Committees: Audit Committee, ESG and Nominating Committee

Other Current Public Company Directorships: Cigna Corporation, a healthcare and insurance company (2011 – Present), Diversey Holdings, Ltd., a provider of cleaning and hygiene products (2021 – Present) and Selina Hospitality plc, a hospitality brand (2022 – Present)

Former Public Company Directorships: Aramark Corporation (2013 – 2019), Pepsi Bottling Group (2008 – 2010) and UDR, Inc. (2003 – 2015)
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Jerry Fowden – Independent Director
graphic
Director Since: 2009

Age: 66

Skill Set: Industry Experience, International Experience, Executive Experience, M&A Experience, Finance, Governance

Qualifications: The Board nominated Mr. Fowden to be a director because he is our former Chief Executive Officer and has extensive international business and industry experience, as well as extensive M&A and business integration experience.

Experience:
 
Chairman of Primo Water (2020 – present).
 
Executive Chairman of Primo Water (formerly known as Cott Corporation (“Cott”) until the acquisition of Legacy Primo in March 2020) (2018 – 2020).
 
Chief Executive Officer of Cott (2009 – 2018).
 
President of Cott’s international operating segment (2007 – 2008), Interim President of North American business (2008 – 2009) and Interim President of UK and European business (2007 – 2009).
 
Chief Executive Officer of Trader Media Group (now known as Autotrader plc) (2005 – 2007).
 
Member of the board of directors of Guardian Media Group plc (2005 – 2007).
 
Chief Operating Officer of ABInBev S.A. Belgium (2003 – 2004).
 
Chief Executive Officer of Bass Brewers Ltd., a subsidiary of AB InBev S.A. Belgium (2001 – 2002).
 
Managing Director of the Rank Group plc’s Hospitality and Holiday Division and member of the Rank Group plc’s board of directors (1997 – 2001).
 
Chief Executive Officer of Hero AG’s European beverage operations, and various roles within PepsiCo Inc.’s beverage operations and Mars, Incorporated’s pet food operations (1996 – 1997).
 
Member of the board of directors of the American Beverage Association and the British Soft Drinks Association (2007).
Primo Water Committees: None

Other Current Public Company Directorships: Constellations Brands, Inc., an alcoholic beverage producer (2010 – present)

Former Public Company Directorships: British American Tobacco p.l.c. (2019 – 2021)
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Thomas J. Harrington
graphic
Director Since: 2019

Age: 65

Skill Set: Industry Experience, International Experience, Executive Experience, Digital/E–Commerce, M&A Experience, Finance, Governance

Qualifications: The Board nominated Mr. Harrington to be a director because he is our Chief Executive Officer and has extensive international business and industry experience, as well as extensive M&A and business integration experience.

Experience:
 
Chief Executive Officer of Primo Water (2019 – Present).
 
Chief Executive Officer of Cott’s North America business unit (2014 – 2019) and President of Route Based Services (2016 – 2019).
 
Chief Executive Officer, President, Chief Operating Officer, West Division President, and Senior Vice President, Central Division of DS Services (2004 – 2014).
 
Vice President and General Manager of Coca-Cola Enterprises New York and Chicago divisions (1998 – 2004).
 
Member of the board of directors of the National Automatic Merchandising Association, the International Bottled Water Association, and the Water Quality Association (2012 – 2014).
Primo Water Committees: None

Other Current Public Company Directorships: None

Former Public Company Directorships: None
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Derek R. Lewis – Independent Director
graphic
Director Since: May 2023

Age: 56

Skill Set: Industry Experience, Executive Experience, M&A Experience, Governance

Qualifications: The Board nominated Mr. Lewis to be a director because of his extensive experience in management, sales, marketing and operations in the beverage products industry and his demonstrated ability to serve as a strategic leader.

Experience:
 
President, Multicultural Business and Equity Development of PepsiCo North America, the North America focused subsidiary of PepsiCo, Inc., a global food and beverage company (January 2022 – December 2022).
 
President of Pepsi Beverages North America, South Division, a beverage products subsidiary of PepsiCo, Inc. (2019 – 2022).
 
Senior Vice President and General Manager, Field Sales Operations of PepsiCo North America (2012 – 2018).
 
Senior Vice President and General Manager of Pepsi Beverages North America, South Division (2008 –2012).
Primo Water Committees: ESG and Nominating Committee

Other Current Public Company Directorships: None

Former Public Company Directorships: None
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Lori T. Marcus – Independent Director
graphic

Director Since: May 2023

Age: 60

Skill Set: International Experience, Executive Experience, Digital / E-Commerce, Governance

Qualifications: The Board nominated Ms. Marcus to be a director because she brings to the Board strategic vision, strong business and general management acumen with direct-to-consumer expertise in e-commerce, and digital marketing and social media expertise to grow consumer-facing businesses worldwide.

Experience:
 
Founder of Courtyard Connections, LLC, an advisory firm focused on marketing and leadership in consumer goods, retail, food service and consumer technology (2015 – present).
 
Manager, Director Prep Practice program, of Crenshaw Associates, LLC, an advisory firm serving senior executives and leading corporations (2022 – present).
 
Executive Advisor of Crenshaw Associates, LLC (2019 – present).
 
Interim Chief Marketing Officer of Peloton Interactive, Inc., a global fitness platform (2016).
 
Executive Vice President and Chief Global Brand and Product Officer of Keurig Green Mountain, Inc., a coffee and coffee products company (2013 – 2015).
 
Chief Marketing Officer of the Children’s Place, Inc., a children’s clothing company (2011 – 2012).
 
Director for the 24-Hour Fitness, Inc., a privately-held fitness company (2021 – present).
 
Chair of the Direct to Patient Initiative of the Harvard Business School’s Kraft Precision Medicine Accelerator (2017 – 2020).
Primo Water Committees: Human Resources and Compensation Committee

Other Current Public Company Directorships: Fresh Del Monte Produce, Inc., a global food and produce company (2021 – present)

Former Public Company Directorships: Phunware, Inc. (2018 – 2021)
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Billy D. Prim – Independent Director
graphic
Director Since: 2020

Age: 67

Skill Set: Industry Experience, International Experience, Executive Experience, M&A Experience, Governance

Qualifications: The Board nominated Mr. Prim to be a director because he has extensive business, managerial and leadership experience, as well as extensive knowledge of Legacy Primo’s business and substantial corporate and shareholder governance expertise.

Experience:
 
Founder of Legacy Primo (2004).
 
Executive Chairman of Legacy Primo (2017 – 2020).
 
Founder of Blue Rhino Corporation (1994).
 
Led Blue Rhino’s initial public offering in 1998 and remained its Chief Executive Officer until April 2004, when Blue Rhino was acquired by Ferrellgas Partners, L.P.
 
Previously served on the board of directors of Southern Community Bank and Trust (1996 – 2005), Southern Community Financial Corporation, and Towne Park Ltd. (2008 – 2013).
 
Member of the Wake Forest School of Business Board of Visitors and the Wake Forest Institute for Regenerative Medicine Advisory Board (2007 – present).
Primo Water Committees: None

Other Current Public Company Directorships: None

Former Public Company Directorships: Legacy Primo (2004 – 2020), Ferrellgas Partners, L.P. (2004 – 2008), and Blue Rhino Corporation (1994 – 2004)
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Archana Singh – Independent Director
graphic
Director Since: 2021

Age: 53

Skill Set: International Experience, Executive Experience, Digital/E–Commerce, Governance

Qualifications: The Board nominated Ms. Singh to be a director because of her background in international business with extensive experience in human capital management, including at several technology companies.

Experience:
 
Chief People Officer of Thrasio, a next generation consumer product company (October 2022 – present).
 
Chief People Officer for Expedia Group, Inc., an online travel shopping company for consumer and small business travel (2019 – October 2022).
 
Chief Human Resource Officer at John Wiley & Sons, Inc., a global publishing company (2016 –2019).
 
Chief Human Resource Officer, Managing Director, at the consultancy Hay Group, Inc. (2014 – 2016).
 
Held executive-level HR positions at technology companies including AMD Corporation, Unisys Corporation, and Sun Microsystems, as well as executive-level HR positions at Computer Science Corporation and Credit Suisse First Boston.
Primo Water Committees: Human Resources and Compensation Committee (Chair)

Other Current Public Company Directorships: None

Former Public Company Directorships: None
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Steven P. Stanbrook – Independent Director
graphic
Director Since: 2018

Age: 65

Skill Set: International Experience, Executive Experience, M&A Experience, Finance, Governance

Qualifications: The Board nominated Mr. Stanbrook to be a director because he has extensive executive experience gained through his various roles with international consumer packaged goods businesses and extensive governance experience gained from serving on the boards of multinational companies.

Experience:
 
Executive Advisory Partner at Wind Point Partners, a Chicago-based private equity firm (2016 – present).
 
Director at Voyant Beauty LLC, a contract manufacturer of personal and beauty care products (2017 – present).
 
Held various roles at S.C. Johnson & Son, Inc., a global manufacturer of consumer products (1996 – 2015), including Chief Operating Officer, International Markets (2010 – 2015).
 
Chief Executive Officer of Sara Lee Bakery (1992 – 1995).
Primo Water Committees: Human Resources and Compensation Committee

Other Current Public Company Directorships: Group 1 Automotive, Inc., an automotive retailer (2019 – present)

Former Public Company Directorships: Imperial Brands PLC (2016 – 2022), Hewitt Associates, Inc. (2004 – 2010), and Chiquita Brands International, Inc. (2002 -2014)
It is intended that each director will hold office until the close of business of the 2024 annual meeting or until his or her earlier resignation, retirement or death. Pursuant to Primo Water’s Corporate Governance Guidelines, no director may stand for election or re-election to the Board after the director has reached the age of 73 (a director that turns 73 during his or her term, however, may serve out the remainder of that term). As a result of this policy, Mr. Halperin will serve out the remainder of his current term, which will conclude immediately prior to the meeting, and will not stand for re-election. No nominee identified above will reach the age of 73 prior to the date of the 2024 annual meeting.
Information concerning the three retiring directors Messrs. Halperin, Monahan and Rosenfeld, including their experiences, qualifications, attributes or skills that caused the ESG and Nominating Committee and the Board to determine that they should serve as directors of Primo Water, can be found in the Company’s proxy statement for its 2022 annual meeting of shareowners, filed with the SEC on March 31, 2022. Material updates to their experiences and qualifications disclosed in the Company’s proxy statement for its 2022 annual meeting of shareowners include: (i) Mr. Monahan served as Chief Executive Officer and director of Legato Merger Corp. II, a special purpose acquisition company (2021 – 2023) and has served as a director of Southland Holdings, Inc., an infrastructure construction company (2023 – present), and (ii) Mr. Rosenfeld served as Chief SPAC Officer at Legato Merger Corp. II, a special purpose acquisition company (2021 – February 2023) and as director of CPI Aerostructures Inc. (2003 – 2023).
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Unless otherwise instructed, the persons named in the accompanying BLUE proxy card intend to vote FOR the election to the Board of the ten nominees who are identified above. Management and the Board do not contemplate that any of the nominees will be unable to serve as a director. If, for any reason at the time of the meeting, any of the nominees are unable to serve, then the persons named in the accompanying BLUE proxy card will, unless otherwise instructed, vote at their discretion for a substitute nominee or nominees to the extent permitted under Rule 14a-4(c) under the Exchange Act.
Cease Trade Orders, Corporate and Personal Bankruptcies, Penalties and Sanctions
To the knowledge of Primo Water, none of its nominee directors and officers is, or within 10 years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any company (including Primo Water) that (i) was subject to an order that was issued while the proposed director or officer was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the proposed director or officer ceased to be a director, chief executive officer or chief financial officer and that resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.
To the knowledge of Primo Water, none of its nominee directors and officers is, or within 10 years prior to the date hereof has been, a director or executive officer of any company (including Primo Water) that, (i) while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (ii) has, within 10 years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or executive officer.
To the knowledge of Primo Water, none of its nominee directors and officers has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to invest in Primo Water.
Majority Voting and Director Resignation Policy
Pursuant to Primo Water’s Majority Voting and Director Resignation Policy, if a nominee in an uncontested election does not receive the vote of at least the majority of the votes cast, the director is required to promptly deliver a written notice to the ESG and Nominating Committee offering to resign from the Board. Following receipt of an offer of resignation, the ESG and Nominating Committee must consider whether or not to accept the offer of resignation and recommend to the Board whether or not to accept it. With the exception of exceptional circumstances that would warrant the continued service of the applicable director on the Board, the ESG and Nominating Committee is expected to accept and recommend acceptance of the resignation by the Board. In considering whether or not to accept the resignation, the ESG and Nominating Committee may consider factors provided as guidance by the TSX and all factors deemed relevant by members of the ESG and Nominating Committee including, without limitation, any stated reasons why shareowners withheld votes from the election of that nominee, the length of service and the qualifications of the director whose resignation has been submitted, such director’s contributions to Primo Water, Primo Water’s governance guidelines and Primo Water’s obligations under applicable laws. The Board must make its decision on the ESG and Nominating Committee’s recommendation within 90 days following the meeting of Primo Water’s shareowners. In considering the ESG and Nominating Committee’s recommendation, the Board will evaluate the factors considered by the ESG and Nominating Committee and such additional information and factors that the Board deems relevant and, with the exception of exceptional circumstances that would warrant the continued service of the applicable director on the Board, the Board will accept the resignation. If an offer of resignation is accepted in accordance with this policy, the Board may in accordance with the provisions of Primo Water’s articles and by-laws appoint a new director to fill any vacancy created by the resignation or reduce the size of the Board.
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COMPENSATION OF DIRECTORS
We use a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board. We set director compensation at a level that reflects the significant amount of time and high skill level required of directors in performing their duties for Primo Water and for its shareowners. In 2022, other than Mr. Harrington, our Chief Executive Officer, no employees served as directors. Mr. Harrington was not compensated for serving as a director in 2022. His compensation as Chief Executive Officer during 2022 has been fully reflected in the Summary Compensation Table on page 43 of this proxy statement. We provided the following annual compensation to our non-employee directors in 2022:
Name
Fees Earned or
Paid in Cash
($)(3)
Stock
Awards
($)(4)
Total
($)
Britta Bomhard
100,000
135,000
235,000
Susan E. Cates
130,000
135,000
265,000
Jerry Fowden
250,000
135,000
385,000
Stephen H. Halperin(1)
150,000
135,000
285,000
Gregory Monahan
130,000
135,000
265,000
Mario Pilozzi(1)(2)
35,714
35,714
Billy D. Prim
100,000
135,000
235,000
Eric Rosenfeld
170,000
135,000
305,000
Graham W. Savage(1)(2)
42,857
42,857
Archana Singh
100,000
135,000
235,000
Steven P. Stanbrook
100,000
135,000
235,000
(1)
Messrs. Halperin, Pilozzi and Savage are compensated in Canadian dollars. The amounts paid to such individuals are converted from the U.S. dollar amounts listed above to Canadian dollar amounts at the U.S. to Canadian conversion rate in effect at the time of payment.
(2)
As a result of the mandatory retirement policy, Messrs. Pilozzi and Savage did not stand for re-election at the 2022 annual meeting of shareowners.
(3)
Non-employee directors are also reimbursed for certain business expenses, including travel expenses, in connection with Board and committee meeting attendance. These amounts are not included in the above table.
(4)
Represents the issuance of 9,560 common shares to each non-employee in payment of the annual director long-term incentive fee for non-employee directors. The values of the awards reflect the grant date fair values, as computed in accordance with FASB ASC Topic 718 (“ASC 718”).
Directors’ Compensation Schedule
The compensation of directors is considered in light of the overall governance structure of Primo Water. Compensation for directors is recommended to the Board by the Human Resources and Compensation Committee (the “Compensation Committee”) and is approved by the independent directors. Director compensation is set solely on an annual fee basis (paid quarterly in arrears) and per-meeting attendance fees are not paid. Generally, directors are not separately compensated for service on Board committees in roles other than the committee chair.
During 2022, directors were entitled to the following annual fees:
Category
Annual Fees
Annual Board retainer
$100,000
Annual fee for the non-executive chair of the Board
$150,000
Annual fee for chairing the:
 
Audit Committee
$20,000
Compensation Committee
$15,000
ESG and Nominating Committee
$10,000
Fee for serving on Special Committee, which may be formed from time to time
$30,000
Fee for chairing such Special Committee
$5,000
Annual fee for the lead independent director
$30,000
Annual long-term equity incentive fee (stock award)
$135,000
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Share Ownership Requirements for Board Members
The Board has adopted minimum share ownership requirements for non-management directors. Under the requirements, each such director must own common shares having a minimum aggregate value equal to five times his or her annual board retainer fee (excluding additional committee or chairman retainers). The Compensation Committee or the Board may, from time to time, reevaluate and revise these guidelines to give effect to changes in Primo Water’s common share price or capitalization. The value of shares owned by each director is recalculated on an annual basis on December 31 of each year. Compliance with the requirements is measured on December 31 of each year and reported to the Compensation Committee. Directors are not required to attain the minimum ownership level by a particular deadline. However, until the guideline amount is achieved, such directors are required to retain an amount equal to 100% of net shares received as equity compensation. Once a director achieves the applicable ownership guideline, such director will be considered in compliance, regardless of any changes in the price of Primo Water common shares, so long as such director continues to own at least the number of Primo Water common shares owned at the time he or she achieved the applicable guideline. “Net shares” are defined as those shares that remain after shares are sold or netted to pay the exercise price of stock options (if applicable) and taxes payable upon the grant of a stock payment or the vesting of restricted shares, restricted share units, performance shares, or performance share units or the exercise of stock options or stock appreciation rights. Failure to meet or to show sustained progress toward meeting the guidelines may be a factor considered by the Compensation Committee in determining future long-term incentive equity grants to such directors. These requirements are designed to ensure that directors’ long-term interests are closely aligned with those of our shareowners. Shares purchased on the open market may be sold in compliance with Primo Water’s policies and applicable securities law.
Each of the incumbent non-management directors, other than Mr. Foss, Mr. Lewis and Ms. Marcus, who were not appointed to the Board until after the value of each incumbent non-management directors’ shares were calculated, and Ms. Singh, who was appointed to the Board on August 3, 2021, holds common shares in excess of the threshold required by the share ownership guidelines as of December 31, 2022.
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SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table and the notes that follow show the number of our common shares beneficially owned as of April 27, 2023 by each of our directors, the individuals named in the Summary Compensation Table, and our current directors, director nominees and executive officers as a group.
Name
Common Shares
Beneficially Owned,
Controlled or Directed(1)
Options
Exercisable within
60 days
Total
Common Shares
Percentage of Class(2)
Britta Bomhard
39,313
39,313
*
Susan E. Cates
50,683
50,683
*
Eric J. Foss(3)
1,243
1,243
*
Jerry Fowden
1,268,770
1,268,770
*
Stephen H. Halperin
135,618
135,618
*
Derek R. Lewis
1,700
1,700
*
Lori T. Marcus
100
100
*
Gregory Monahan(4)
138,281
138,281
*
Billy D. Prim(5)
1,126,564
1,126,564
*
Eric Rosenfeld(6)
727,014
727,014
*
Archana Singh
15,142
15,142
*
Steven P. Stanbrook
86,533
86,533
*
Thomas J. Harrington(7)(8)
705,488
1,018,188
1,723,676
1.08%
Jay Wells(7)
218,882
436,178
655,060
*
Anne Melaragni(7)
26,027
16,914
42,941
*
Cate Gutowski(7)
86,954
86,954
*
Marni Morgan Poe(7)
270,005
503,928
773,933
*
Current directors, director nominees and executive officers as a group (consisting of 21 persons, including the directors and executive officers named above)
5,170,957
2,124,685
7,295,642
4.58%
*
Less than 1%
(1)
Each director and officer has provided the information on shares beneficially owned, controlled or directed. The shareowners named in this table have sole voting and investment power over all shares shown as beneficially owned by them except as otherwise noted in the footnotes below.
(2)
Percentage of class is based on 159,134,534 shares outstanding as of April 27, 2023.
(3)
Mr. Foss received a grant of 1,243 shares on March 15, 2023 in connection with his appointment as director on that date.
(4)
Includes 27,280 shares indirectly held by Mr. Monahan through Jamarant Capital, L.P.
(5)
Includes (a) 1,088,436 common shares held by the Billy D. Prim Revocable Trust (as to which he has shared voting and investment power); (b) 15,887 common shares held by 2010 Irrevocable Trust fbo Sarcanda W. Bellissimo (as to which he has shared voting and investment power); (c) 15,887 common shares held by 2010 Irrevocable Trust fbo Anthony Gray Westmoreland (as to which he has shared voting and investment power); (d) 3,177 common shares held by the 2010 Irrevocable Trust fbo Jager Grayln Dean Bellissimo (as to which he has shared voting and investment power); and (e) 3,177 common shares held by the 2010 Irrevocable Trust fbo Joseph Alexander Bellissimo (as to which he has shared voting and investment power).
(6)
Includes 245,033 shares indirectly held by Mr. Rosenfeld through Crescendo Partners III, L.P. and 172,687 shares indirectly held by Mr. Rosenfeld through Crescendo Partners, II, L.P. Series II.
(7)
Amounts reported in the above table do not include unvested time-based restricted share units included in the amount of securities beneficially owned by such person as reported on Form 4.
(8)
Includes 324,053 shares held indirectly by Mr. Harrington through TAH Capital LLC.
Delinquent Section 16(a) Reports
Our directors and executive officers and any beneficial owner of more than 10% of our common shares, as well as certain affiliates of those persons, must file reports with the SEC showing the number of common shares they beneficially own and any changes in their beneficial ownership. Based on our review of these reports and written representations of our directors and executive officers, we believe that all required reports in 2022 were filed in a timely manner, except that, as a result of an administrative error, one Form 4 reporting one transaction was not timely filed on behalf of Ms. Melaragni.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Board has determined that nine of the Board’s nominees for director, Ms. Bomhard, Ms. Cates, Mr. Foss, Mr. Fowden, Mr. Lewis, Ms. Marcus, Mr. Prim, Ms. Singh and Mr. Stanbrook, are independent within the meaning of the rules of the SEC, NYSE and NI 58-101. A director is “independent” in accordance with the rules of the SEC, NYSE and NI 58-101 if the Board affirmatively determines that such director has no material relationship with us (either directly or as a partner, shareowner or officer of an organization that has a relationship with us). Mr. Harrington is a management director and therefore is not independent.
Mr. Halperin is of counsel at Goodmans LLP, a law firm that provides services to Primo Water on a regular basis, where he previously served as a partner prior to December 31, 2017. The amount of fees earned by Goodmans LLP for legal services rendered to Primo Water was and has been financially immaterial to Goodmans LLP and is unrelated to Mr. Halperin’s compensation from such firm. Following his retirement from the partnership, Mr. Halperin (i) has not received and is not anticipated to receive any compensation from Goodmans LLP, other than in respect of de minimis payments on account of ongoing benefit programs; and (ii) is not involved in the management or oversight of Goodmans LLP operations. Prior to his retirement, Mr. Halperin did not provide and was not involved in the provision of legal services by Goodmans LLP to Primo Water, and following his retirement, he has not and does not intend to provide or be involved in the provision of such services by Goodmans LLP to Primo Water. The Board considered these matters and determined that Mr. Halperin is independent.
Each director and nominee for election as director delivers to Primo Water annually a questionnaire that includes, among other things, a request for information relating to any transactions in which both the director or nominee, or their family members, and Primo Water participates, and in which the director or nominee, or such family member, has a material interest. Pursuant to Primo Water’s Corporate Governance Guidelines and the charter of the ESG and Nominating Committee, the ESG and Nominating Committee is required to review all transactions between Primo Water and any related party (including transactions reported to it by a director or nominee in response to the questionnaire, or that are brought to its attention by management or otherwise), regardless of whether the transactions are reportable pursuant to Item 404 of Regulation S-K under the Exchange Act.
After considering advice from the ESG and Nominating Committee, the Board is required to review, and, if appropriate, approve or ratify, such related party transactions. A “related party transaction” is defined under the Corporate Governance Guidelines as any transaction in which Primo Water was or is to be a participant and in which any related party has a direct or indirect material interest, other than transactions that (i) are available to all employees generally, (ii) involve compensation of executive officers or directors duly authorized by the appropriate board committee, or (iii) involve reimbursement of expenses in accordance with Primo Water’s established policy.
A “related party” is defined under the Corporate Governance Guidelines as any person who is, or at any time since the beginning of Primo Water’s last fiscal year was, an executive officer or director (including in each case nominees for director), any shareowner owning in excess of 5% of Primo Water’s common shares, or an immediate family member of an executive officer, director, nominee for director or 5% shareowner.
An “immediate family member” is defined under the Corporate Governance Guidelines as a person’s spouse, parents, stepparents, children, stepchildren, siblings, mother- and father-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and anyone (other than employees) who shares such person’s home.
Management and directors must also update the Board as to any material changes to proposed transactions as they occur.
Because related party transactions potentially vary, the ESG and Nominating Committee or the Board has not to date developed a written set of standards for evaluating them, but rather addresses any such transactions on a case-by-case basis.
To the knowledge of the directors, no senior officer, informed person, director or proposed nominee for election as a director, or any associate or affiliate of any such persons, had any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any material transaction with Primo Water since January 1, 2022.
None of the directors, executive officers, employees, former executive officers, former directors or former employees , or any associate of any such persons of Primo Water has any indebtedness to Primo Water or any of its subsidiaries or was indebted to Primo Water or its subsidiaries during the most recently completed financial year.
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COMPENSATION OF EXECUTIVE OFFICERS
Compensation Discussion and Analysis
Executive Summary
This Compensation Discussion and Analysis focuses on the compensation of our named executive officers for 2022, who were:
Thomas J. Harrington
Chief Executive Officer
Jay Wells
Former Chief Financial Officer(1)
Anne Melaragni
Chief Human Resources Officer
Cate Gutowski
Former Chief Operating Officer(2)
Marni Morgan Poe
Chief Legal Officer and Secretary
(1)
In August 2022, Mr. Wells announced his plans to retire, effective April 1, 2023. On January 24, 2023, we announced the appointment of David W. Hass as Chief Financial Officer to succeed Mr. Wells. Mr. Wells will assist with the Chief Financial Officer transition through his retirement date.
(2)
On January 20, 2023, Ms. Gutowski resigned from her position as our Chief Operating Officer. Ms. Gutowski will remain with us in an advisory capacity through July 1, 2023.
Our management’s focus is on executing our vision of becoming the leading brand in the pure-play water category with a unique portfolio of sustainable drinking water solutions. We are focused on the connectivity of our associates’ experience and our customers’ experience to deliver on our Company purpose. In 2022, our vision was executed through a focus on several key strategies: (1) Water Your Way, (2) Category Leading Innovation, (3) Customer for Life Promise, (4) Operational Excellence, (5) ESG Leadership, and (6) Inspiring Our Associates. We believe that our named executive officers were instrumental in helping us execute our strategy in 2022 and in delivering financial performance, as follows:
Continued our focus on pure-play water solutions to help customers achieve their health and wellness journeys;
Increased household and business penetration of our water solutions across our global footprint;
Expanded our retail location presence providing greater access to water dispensers and water solutions;
Launched innovative new water dispensers and water products to drive water consumption growth;
Improved customer experience based on customer needs and feedback;
Enhanced our digital presence with investments in both our mobile app (MyWater+) and our website ecosystem;
Expanded our footprint with Water Direct tuck-in acquisitions;
Leveraged our global footprint and scale to increase productivity, efficiencies and margins;
Improved on-time and in-full service deliverables fulfilling customer demand and increasing retention;
Monetized select U.S. real estate assets, utilizing the cash to support growth and enhanced shareowner returns;
Achieved ESG milestones in 2022, as further described under the heading “Environmental, Social and Governance”;
Cultivated an engaged workforce with a consistent set of values inspired by our purpose;
Achieved 2022 Bonus-Adjusted EBITDA of $431.9 million, 2022 Bonus-Adjusted operating free cash flow of $89.7 million and 2022 Bonus-Adjusted Revenue of $2,171.0 million, resulting in a payout of 84.0% of target under the 2022 performance bonus program for our named executive officers;1 and
1
Please see Appendix E for a reconciliation of GAAP to non-GAAP amounts.
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Achieved Adjusted pre-tax income for the three-year period ending on December 31, 2022 of $239.8 million, which met our “outperform” goals and resulted in a payout of 200% for the performance-based restricted share units granted in 2020 to our Chief Executive Officer, Chief Financial Officer and Chief Legal Officer.
We are a pay-for-performance company, offering market-competitive compensation, meaningful benefits, and differentiated rewards for our high performers. We believe that investing in our associates results in increased engagement, satisfaction and retention, which ultimately leads to an elevated customer experience and increased shareowner value.
Our total rewards program applicable across our organization encompasses six primary components that collectively define our organization’s value proposition:
Compensation. Includes both fixed and variable pay tied to performance levels for services rendered.
Benefits/Perquisites. Programs to supplement the compensation associates receive, including health and well-being, income protection, savings and retirement programs that offer security for associates and their families.
Recognition. Either formal or informal programs that acknowledge or give special attention to associate actions, efforts, behaviors or performance that support business strategy.
Talent Development. Programs and tools for associates to advance their skills and competencies in both their short- and long-term careers.
Performance Management. The alignment of organizational, team and individual efforts toward the achievement of business goals and organizational success. Performance management includes establishing expectations, skill demonstration, assessment, feedback and continuous improvement.
Work-Life Effectiveness. A specific set of organizational practices, policies and programs, plus a philosophy that actively supports efforts to help associates achieve success at both work and home.
Our total rewards program is designed to:
Attract, motivate, reward, and retain talent who contribute to the success of Primo Water.
Value the diversity of our workforce, recognizing that different people have different needs, and thus strive to provide flexibility and choice in our reward system.
Be both internally and externally equitable, providing our talent with opportunities, which relate to competitive practices and reflect individual responsibilities, skills, and contributions to Primo Water.
Support the whole person, enabling personal and professional growth.
Be transparent and effectively communicate; simple and easy to understand the value.
What We Do and Do Not Do. We seek to ensure that our executive compensation programs are closely aligned with the interests of our shareowners by following these corporate governance best practices:
WHAT WE DO
WHAT WE DO NOT DO
Administer a robust risk management program, which includes our Compensation Committee’s oversight of the relationship between our compensation programs and risk, as well as the oversight of risk by the Audit Committee on behalf of the full Board pursuant to the Audit Committee Charter
Permit employees or directors to engage in any hedging or monetization transactions, short-term, or speculative transactions, or to hold Primo Water securities in a margin account or pledging Primo Water securities as collateral for a loan
Award annual and long-term incentive compensation subject to achievement of objective and pre-established performance goals tied to corporate, operational and strategic objectives
Permit stock option re-pricing (including cash buyouts of underwater options or stock appreciation rights) without shareowner approval
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WHAT WE DO
WHAT WE DO NOT DO
Provide competitive compensation that is compared to a relevant peer group, which is reviewed annually
Provide for automatic “single trigger” vesting of awards upon a change in control
Include double trigger change in control vesting provisions for equity awards
Provide cash compensation upon death or disability
Engage an independent compensation consultant that does not provide any services to management and that had no relationship with management prior to the engagement
Provide excise tax gross-ups upon change in control
Maintain a clawback policy to allow the Board to recoup any excess annual or long-term incentive compensation paid to our current and former executive officers in the event of a required financial restatement, whether or not based on misconduct, due to material non-compliance with any financial reporting requirement under the securities laws of the United States
Provide excessive perquisites
Maintain stock ownership guidelines, pursuant to which our directors, named executive officers, and other key employees are directed to hold a certain amount of shares (as a multiple of base salary or retainer) received as equity compensation from Primo Water
Provide a guaranteed right to a discretionary bonus as a substitute for a performance-based bonus in the event that performance targets are not met
Cap cash bonuses and vesting for performance-based restricted share units at 200% of target
 
 
The charts below illustrate the target total direct compensation (comprising base salary, target annual bonus, and target grant date fair value of equity awards) for 2022 for our Chief Executive Officer and the average of certain of our named executive officers*.
graphic

*
Mr. Wells and Ms. Gutowski are excluded from the above chart, as such individuals are not current executive officers and did not receive an equity award in 2022.
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As summarized in the above charts:
84% of Chief Executive Officer compensation is variable or at-risk.
67% of average named executive officer compensation is variable or at-risk.
67% of Chief Executive Officer compensation is long-term and equity-based.
44% of average named executive officer compensation is long-term and equity-based.
Say-on-Pay and Say-on-Frequency
In 2022, approximately 92.6% of the votes cast on our say-on-pay proposal approved the compensation of our named executive officers as disclosed in last year’s proxy statement. Although the vote was non-binding, the Compensation Committee took into account the result of the 2022 vote in determining executive compensation policies and decisions since the 2022 annual meeting of shareowners. The Compensation Committee viewed the vote as an expression of the shareowners’ general satisfaction with our current executive compensation programs. The Compensation Committee will consider the results of this year’s say-on-pay proposal, as well as feedback from our shareowners, when making future executive compensation decisions.
At this meeting, we will also hold a non-binding advisory vote on the frequency of future executive compensation say-on-pay votes. As further described under the heading “Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation” on page 76, the board is recommending that shareowners vote to conduct a non-binding, advisory vote on executive compensation once every year.
Overview of Compensation Programs; Role of Compensation Committee
The Compensation Committee is responsible for overseeing Primo Water’s executive compensation programs, which primarily include compensation (base salary, annual bonus opportunities, and target long-term equity compensation) and limited perquisites as described below and as set forth in the Summary Compensation Table. In addition, the Compensation Committee is responsible for overseeing talent management and succession planning for the senior management team, as well as setting objectives and evaluating the performance of Primo Water’s Chief Executive Officer. To assist in executing its responsibilities, the Compensation Committee may retain independent compensation consultants, at Primo Water’s expense, who report solely to the Compensation Committee. The Compensation Committee is responsible for ensuring that the total compensation paid to our Chief Executive Officer and the officers who directly report to him is fair, reasonable and competitive. The Compensation Committee must recommend to the independent members of the Board, and the Board must review and, if it deems appropriate, approve any changes to our Chief Executive Officer’s compensation package. The Compensation Committee reviews and approves all compensation packages and any adjustments thereto for the direct reports. The Compensation Committee also approves any severance packages to departing direct reports, as well as the severance plans that govern the terms of the severance packages. We refer to the officers who report directly to our Chief Executive Officer as “direct reports.” In 2022, each of our named executive officers, other than Mr. Harrington, were direct reports.
Setting Executive Compensation and the Role of Executive Officers in Compensation Decisions
The Compensation Committee, annually and as it otherwise deems appropriate, meets with our Chief Executive Officer and our Chief Human Resources Officer to obtain recommendations with respect to our compensation programs and packages for the direct reports. The Chief Executive Officer and our Chief Human Resources Officer may make recommendations to the Compensation Committee on base salary, long-term incentive plan awards, performance targets, and other compensation terms for the direct reports that the Compensation Committee may consider. The Compensation Committee considers management’s proposals, reviews independent data to validate these recommendations and, if acceptable, approves them. The Compensation Committee is not bound to, and does not always accept, management’s recommendations with respect to executive compensation for the direct reports.
In 2022, the Compensation Committee continued to retain Frederic W. Cook & Co., Inc. (“FW Cook”) as its sole independent compensation consultant. FW Cook only performs work for and reports directly to the Compensation Committee and attends Compensation Committee meetings as requested. FW Cook provided recommendations to the Compensation Committee on the competitiveness and appropriateness of all elements of executive compensation, including the Chief Executive Officer’s compensation. FW Cook did not provide any additional services to the Board or management in 2022.
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The Compensation Committee has considered the independence of FW Cook in light of SEC rules and NYSE listing standards. In connection with this process, the Compensation Committee reviewed, among other items, a report from FW Cook addressing the independence of FW Cook and the members of the consulting team serving the Compensation Committee. Based on its review, the Compensation Committee concluded that the work performed by FW Cook and its senior advisor involved in the engagement did not raise any conflict of interest.
The Compensation Committee periodically reviews compensation data and pay practices from Primo Water’s peer group and general industry surveys to determine the “market median” of the compensation of executives performing similar functions in the competitive market and in Primo Water’s peer group. However, the Board and the Compensation Committee retain discretion in setting the compensation for our Chief Executive Officer and his direct reports, respectively. As a result, compensation for these executives may differ from the peer group and may vary according to factors such as experience, position, tenure, individual and organizational factors, and retention needs, among others. The Compensation Committee annually evaluates and selects which companies will comprise its compensation peer group. With guidance from its compensation consultant and input and discussion with management, the Compensation Committee discusses annually whether the mix of companies in the peer group produces a valid competitive analysis relative to our talent requirements.
The Compensation Committee, with input from FW Cook, determined that the peer group below, consisting of selected North American companies, was appropriate for setting 2022 target compensation. This peer group was consistent with the peer group utilized for setting 2021 target compensation, with the exception of the removal of Windstream Holdings, Inc. (which is no longer publicly traded).
Companies used for Compensation Comparison
ADT Inc.
Pentair plc
A.O. Smith Corporation
Regal Rexnord Corporation
The Brink’s Company
Rollins, Inc.
Chemed Corporation
Stericycle Inc.
Cintas Corporation
Terminix Global Holdings Inc.
Evoqua Water Technologies Corp.
Tetra Tech, Inc.
Franklin Electric Co., Inc.
UniFirst Corporation
IDEX Corporation
Watts Water Technologies Inc.
Mueller Water Products, Inc.
Xylem Inc.
In addition, the Compensation Committee reviews size-adjusted median compensation data from two general industry surveys in which management annually participates: the Aon Hewitt Total Compensation Measurement survey and the Willis Towers Watson Compensation Data Bank survey. The Aon Hewitt survey in 2020 (which was used because the 2021 Aon Radford survey was not yet available at the time of the review) included 412 companies ranging in size from approximately $10 million to over $500 billion in annual revenue, and the Willis Towers Watson survey in 2021 included over 700 organizations ranging in size from approximately $50 million to over $570 billion in annual revenue.
The Compensation Committee annually reviews peer group and survey data in recommending our Chief Executive Officer’s compensation to the Board and in setting compensation for the direct reports. We consider the compensation paid by companies in our peer group as one factor in setting compensation for our named executive officers, and we may review peer group data with respect to individual components of compensation in addition to overall compensation. Compensation for the majority of our named executive officers has historically fallen at the low end of our “market median range.” Our market median range is defined as plus or minus 10% of the market median for base salary, plus or minus 15% of the market median for all other elements of compensation, and plus or minus 15% of the market median for total direct compensation. Our goal, over time and depending on the success of our overall business, is to more closely align components of our named executive officers’ compensation with the market median for all compensation elements. In 2022, total direct compensation opportunities for our named executive officers were within the market median range (with the exception of total direct compensation opportunities for our Chief Operating Officer being slightly below market median range).
The Compensation Committee intends to continue to make adjustments to our executive compensation program, when deemed appropriate, in light of our compensation objectives, our financial and competitive position and our business. The Compensation Committee may exercise discretion as to the type and magnitude of these adjustments.
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Long-Term versus Currently-Paid Compensation
Currently-paid compensation to our named executive officers includes base salaries, which are paid periodically throughout the fiscal year, annual cash performance bonuses based on performance targets proposed by management and approved by the Compensation Committee, which are awarded after the end of the fiscal year, and perquisites and personal benefits, which are paid consistent with our policies in appropriate circumstances. Our named executive officers historically have been eligible to participate in our long-term equity incentive plans, including the Amended and Restated Primo Water Corporation Equity Incentive Plan (the “Amended and Restated Equity Plan”) and the Primo Water Corporation 2018 Equity Incentive Plan, as each may be amended from time to time (the “2018 Equity Plan” and together with the Amended and Restated Equity Plan, the “Equity Plans”). The Equity Plans provide the Compensation Committee and management with the flexibility to design compensatory awards responsive to Primo Water’s business needs and goals. Awards under the Equity Plans may be in the form of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, performance units or common share payments, including the payment of performance bonuses in common shares. The Equity Plans are described in more detail under the heading “Equity Compensation Plan Information” on page 58 of this proxy statement. Our executive officers may also participate in our 401(k) Plan, which is available to all employees in the United States, except for certain union employees.
The compensation structure for our named executive officers is intended to balance the need of these executives for current income with the need to create long-term incentives that are directly tied to achievement of our operational targets and growth in shareowner value.
Compensation Components
For 2022, the principal compensation components for Primo Water’s named executive officers consisted of the following:
Base salary
Fixed pay that takes into account an individual’s role and responsibilities, experience, expertise, and individual performance, and compensates named executive officers for services rendered during the fiscal year.
 
 
Annual cash performance bonuses
Performance-based compensation that is paid to reward attainment of annual corporate targets.
 
 
Long-term equity incentive awards
Equity compensation that reinforces the link between incentives and long-term Primo Water performance, incentivizes our named executive officers, aligns the interests of our named executive officers with those of our shareowners, and encourages executive retention.
 
 
Retirement benefits
Retirement benefits that provide the opportunity for financial security in retirement consistent with programs for our broad-based employee population, including limited matching contributions under Primo Water’s 401(k) Plan.
 
 
Perquisites and benefits
Perquisites and benefits that effectively facilitate job performance, including an annual executive physical examination and a car allowance.
Base Salary
We provide named executive officers and other employees with base salary, paid over the course of the year, to compensate them for services rendered during the fiscal year. Base salary is determined by an annual assessment of a number of factors, including position and responsibilities, experience, individual job performance relative to responsibilities, impact on development and achievement of our business strategy, and competitive market factors for comparable talent in the peer group.
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The following table sets forth the 2022 base salary, 2021 base salary, and, if applicable, the percentage increase for each named executive officer:
Name
2022 Base Salary
2021 Base Salary
%
Increase
Thomas J. Harrington
$975,000
$927,000
5.2%
Jay Wells
$610,000
$585,000
4.3%
Anne Melaragni
$440,000
$410,000
7.3%
Cate Gutowski
$600,000
$600,000
Marni Morgan Poe
$475,000
$450,000
5.6%
Annual Performance Bonuses
General
The Compensation Committee believes that some portion of overall compensation for named executive officers should be performance-based, that is, contingent on successful achievement of corporate targets. To that end, and depending on our financial and operating performance, the Compensation Committee may approve performance-based bonuses. Eligibility for performance bonuses is set forth in a named executive officer’s employment offer letter, and “target” bonus opportunities are based on market competitiveness, the expected impact of the executive’s role within Primo Water, and the executive’s expected long-term contributions. Any changes to the target bonus levels set forth in the employment offer letter for our Chief Executive Officer are recommended by the Compensation Committee and determined by the Board. Any changes to the target bonus levels set forth in the employment offer letters for the direct reports are reviewed and approved by the Compensation Committee. The annual performance goals are reviewed and approved by the Compensation Committee. The Compensation Committee believes that this annual incentive arrangement provides executives with clear, quantified targets, intended to focus them on meeting strategic goals, while also aligning management’s interests with those of our long-term shareowners in the sustained growth of shareowner value.
At the end of each fiscal year, a review is conducted to determine if the named executive officers satisfied the aggregated accountability metrics described below. If this review results in a rating below acceptable levels for the relevant period, all or a portion of the performance bonus may be withheld, even if corporate targets were met. Our Board retains the discretion to make adjustments to the performance bonus for our Chief Executive Officer, and the Compensation Committee retains the discretion to make adjustments to the performance bonuses for the direct reports.
Additionally, discretionary performance bonuses may be paid to named executive officers. No such bonuses were paid in 2022. While discretionary bonuses may be paid in appropriate circumstances, no named executive officer has a guaranteed right to a discretionary bonus as a substitute for a performance-based bonus in the event that performance targets are not met.
Company Performance Targets
Performance bonus eligibility in 2022 was determined based on achieving certain corporate targets and on aggregated accountability for each named executive officer to grow the business and shareowner value. In 2022, the performance bonus of our named executive officers was calculated based on achievement of a specified level of Bonus-Adjusted EBITDA, Bonus-Adjusted operating free cash flow and Bonus-Adjusted revenue, weighted 50%, 25% and 25%, respectively.
For performance bonus purposes, (i) “Bonus-Adjusted EBITDA” is GAAP earnings before interest, taxes, depreciation, and amortization, (ii) “Bonus-Adjusted operating free cash flow” is GAAP net cash provided by operating activities, less capital expenditures, and (iii) “Bonus-Adjusted revenue” is GAAP revenue, each as adjusted to exclude the impact of certain items as approved by the Compensation Committee, and as a result, they may not correspond to the reported measures used in Primo Water’s other disclosures or filings. The Compensation Committee considers potential adjustments pursuant to pre-established guidelines, including materiality, to provide consistency in how the Compensation Committee views the business. The Compensation Committee may approve
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adjustments to reflect events in the prior period and/or the results achieved during the applicable performance period to account for items not indicative of underlying performance. Individual adjustments may have positive or negative impact, and in any given year, aggregate adjustments may increase or decrease incentive payouts.2
The metrics described above closely correspond with the performance of our business, and the Compensation Committee therefore viewed them as appropriate performance targets for measuring the achievement of Primo Water’s business goals by our named executive officers. At the conclusion of the annual performance period, the Compensation Committee reviewed the accountability of each named executive officer towards growth of the business and shareowner value; if expectations had been met, the executive was paid a bonus in full based on achievement of the corporate metrics. A bonus could have been withheld in whole or in part if the executive was not so accountable. No bonus or portion of a bonus was withheld in 2022.
Performance bonuses in 2022 had a “threshold” level, a “target” level and an “outperform” level. Performance bonuses may be paid if the actual result for certain of the metrics is less than the applicable “threshold” level; however, if the actual results for the Bonus-Adjusted EBITDA metric are below the “threshold” level, no performance bonuses will be paid, subject to the discretion of the Board and the Compensation Committee to modify the performance bonus of our Chief Executive Officer and his direct reports, respectively, based on accountability towards growth of the business and shareowner value. For 2022, our named executive officers could earn a performance bonus of up to a maximum level of 200% of the target bonus amount based on achievement of goals at the “outperform” level. The target bonus award for 2022 for our Chief Executive Officer was 110% of annual base salary, and 75% of annual base salary for each of our other named executive officers.
The Compensation Committee believes that setting an achievable goal is important in motivating our employees appropriately and in constructing a pay package that allows us to compete successfully in the market for talented employees. The following chart sets forth the threshold, target and outperform performance targets established by the Compensation Committee in December 2021 for the 2022 corporate bonus pool in which our named executive officers participated. The 2022 target levels below exceed 2021 actual results for each metric from the 2021 performance bonus program.
2022 Performance Bonus Program

Targets applicable to named executive officers ($ in millions)
 
Corporate Pool
(enterprise level)
 
Bonus-
Adjusted
EBITDA
50%
Bonus-
Adjusted
Operating
Free Cash
Flow
25%
Bonus-
Adjusted
Revenue
25%
“Threshold”
$354.6
$117.9
$2,062.5
“Target”
417.2
138.7
2,171.0
“Outperform”
479.8
159.5
2,323.0
Actual(1)
431.9
89.7
2,171.0
(1)
Please see Appendix E for a reconciliation of GAAP to non-GAAP amounts.
These metrics are interpolated on a straight-line basis between the “threshold,” “target” and “outperform” performance levels, resulting in a payout percentage for each metric. The relative weighting for each metric as set forth in the chart below is applied to the payout percentages, and the results are aggregated, resulting in a bonus payout as a percentage of the target award. This percentage is then applied to the target bonus amount to determine the amount of a named executive officer’s bonus.
2
Please see Appendix E for a reconciliation of GAAP to non-GAAP amounts.
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The following chart sets forth the calculation of the bonus payouts as a percentage of target award opportunities for the named executive officers 2022 bonus opportunities.
2022 Performance Bonus Program

Calculation of bonus payout as a percent target award
 
Corporate Pool
(enterprise level)
 
Bonus-
Adjusted
EBITDA
50%
Bonus-
Adjusted
Operating
Free Cash
Flow
25%
Bonus-
Adjusted
Revenue
25%
% Payout (Per Metric)
118%
0%
100%
% Payout—Weighted (Per Metric)
59%
0%
25%
Bonus Payout % Target Award
 
84.0%
 
As noted above, actual results, when weighted as described above, resulted in a bonus payout of 84.0% of target award opportunity for our named executive officers.
For 2023, the Compensation Committee has determined to utilize the same metrics and weighting as utilized in the 2022 performance bonus program.
Accountability to Grow the Business and Shareowner Value
During 2022, each named executive officer was accountable to grow the business and shareowner value, as measured by performance against the approved strategic plan, business and capex initiatives. The Compensation Committee retains discretion to reduce a performance bonus based on a named executive officer’s failure to achieve such targets. The Compensation Committee determined that our named executive officers met these targets and, as a result, no reductions would be made to performance bonuses. For 2023, the Compensation Committee determined to continue with the use of aggregated accountability for each officer to grow the business and shareowner value.
Long-Term Incentive Plans
In 2022, our senior-level employees were eligible to participate in our Equity Plans. Generally, we use a methodology to determine award size based on benchmarking against our peer group and the industry in general, among other factors. The Equity Plans provide the Compensation Committee and management with the flexibility to design compensatory awards responsive to Primo Water’s needs. Awards under the Equity Plans may be in the form of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, performance units or share payments.
In December 2022, each of our named executive officers (other than our Chief Financial Officer and our Chief Operating Officer) received an equity award for the 2023 annual grant cycle, consisting of performance-based restricted share units (60%) and time-based restricted share units (40%). All of the time-based restricted share units are eligible to vest in three equal annual installments, subject to continued employment. The performance-based restricted share units are eligible to vest based upon the achievement of average annual return on invested capital (“ROIC”) and aggregate revenues over a three-year period beginning on the first day of Primo Water’s 2023 fiscal year and ending on the last day of Primo Water’s 2025 fiscal year (with the metrics weighted 75% and 25%, respectively). The Compensation Committee selected a three-year performance period based upon input received from FW Cook regarding the time period utilized with respect to similar awards made by Primo Water’s peer group companies, as well as the Compensation Committee’s belief that a three-year measurement period reinforces the link between incentives and long-term Primo Water performance. We believe that these equity awards incentivize our named executive officers, align their interests with those of our shareowners and encourage executive retention.
The performance-based restricted share units granted in 2020 to our Chief Executive Officer, Chief Financial Officer and Chief Legal Officer were originally granted with an Adjusted pre-tax income target of $211.8 million. Following the sale of our S&D Coffee and Tea business and the acquisition of Legacy Primo, the Compensation Committee determined to revise such target to $163.2 million to exclude from the target the pre-tax income
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attributable to S&D (discontinued operations) and include the pre-tax income attributable to acquired operations, and make similar adjustments to Adjusted pre-tax income achieved for the three-year period ending at the end of 2022. Set forth below are the Adjusted pre-tax income thresholds and variable vesting percentages based on the level of Adjusted pre-tax income achieved:
Achievement
Adjusted Pre-Tax Income
Percentage of Performance
Units Vested
125% of Target or greater
$204.0 million
200%
100% of Target
$163.2 million
100%
70% of Target
$114.2 million
40%
Less than 70% of Target
Less than $114.2 million
0%
Actual (continuing operations)(1)
$239.8 million
200%
(1)
Please see Appendix E for a reconciliation of GAAP to non-GAAP amounts.
As noted above, our actual cumulative Adjusted pre-tax income for our remaining businesses (or continuing operations) during the three-year period ending at the end of fiscal 2022 was $239.8 million, which included the benefit of pre-tax income contributed by acquired companies (notably, Legacy Primo). As a result, the percentage of performance-based restricted share units that vested in February 2023 was 200%. For performance-based restricted share unit purposes, “Adjusted pre-tax income” is GAAP income before income taxes, as adjusted to exclude the impact of certain items as approved by the Compensation Committee. As a result, it may not correspond to similarly titled reported measures used in Primo Water’s other disclosures or filings. As discussed above, the Compensation Committee considers potential adjustments pursuant to pre-established guidelines, including materiality, to provide consistency in how the Compensation Committee views the business. The Compensation Committee may approve adjustments to reflect events in the prior period and/or the results achieved during the applicable performance period to account for items not indicative of underlying performance. Individual adjustments may have a positive or negative impact, and in any given year, aggregate adjustments may increase or decrease incentive payouts. A calculation of Adjusted pre-tax income for the three-year period ended December 31, 2022 is included in Appendix E hereto.
Retirement Benefits
In 2022, as part of our cost management efforts, we continued to limit executive benefits to those specifically granted pursuant to employment agreements (as discussed in the narrative following the Summary Compensation Table and below). Our named executive officers are eligible to participate in our 401(k) Plan, which is generally open to all employees in the United States except certain union employees. Employees can contribute a percentage of their eligible earnings, subject to annual contribution limits set by the Internal Revenue Service.
Perquisites and Other Personal Benefits
We provide our named executive officers with limited perquisites and other personal benefits that are not otherwise available to all of our employees, including an annual executive physical examination and a car allowance. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to named executive officers to ensure that they are appropriately limited and effectively facilitate job performance. Perquisites and personal benefits are taken into account as part of the total compensation to executive officers.
Perquisites and other personal benefits for our named executive officers are set forth in the Summary Compensation Table, under the heading “All Other Compensation” and related footnotes on page 43 of this proxy statement.
Named Executive Officer Employment Agreements
Each of our named executive officers has a written employment agreement or offer letter setting forth the material terms of his or her employment. Under these employment agreements or offer letters, these executives receive annual base salaries, which may be adjusted from time to time. Each of these agreements provides for eligibility to earn bonuses based upon the achievement of agreed-upon criteria established from time to time by the Compensation Committee as well as customary allowances and perquisites:
Each of the named executive officers employed by Primo Water as of the end of 2022 participates in both short-term and long-term incentive programs provided by us. The level of participation is determined by the
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Compensation Committee and varies by named executive officer. Each of our named executive officers is bound by restrictive covenants that generally limit their ability to compete with us in any countries in which we conduct business. They have also agreed to non-solicitation and non-disparagement covenants. These limitations continue during the term of employment and for a period of time following termination (regardless of the cause of the termination).
Potential severance payments in the event of termination or change of control of Primo Water for each named executive officer, as applicable, are described more particularly under the heading “Potential Payments Upon Termination or Change of Control” beginning on page 47 of this proxy statement.
Thomas J. Harrington Employment Agreement
In August 2018, we entered into an employment letter agreement with Mr. Harrington to serve as our Chief Executive Officer, effective as of December 30, 2018, the first day of our 2019 fiscal year. The agreement has an indefinite term and provides for an annual base salary, which will be increased to $1,000,000 effective as of March 26, 2023, and a car allowance. Mr. Harrington is eligible to participate in our annual performance bonus plan with a target bonus equal to 110% of his base salary, which was increased to 120% of his base salary, effective January 1, 2023.
Mr. Harrington is eligible to participate in all of our long-term incentive plans made available from time to time to our senior executives at the discretion of the Compensation Committee. The 2022 grants to Mr. Harrington under our long-term incentive plans are set forth in the “Grants of Plan-Based Awards in Fiscal 2022” Table below.
Mr. Harrington participates in the Severance Plan, pursuant to which he is subject to standard confidentiality undertakings and non-disparagement covenants that survive the termination of his employment, regardless of the cause of the termination. He is also subject to a non-competition covenant that generally limits his ability to compete with us in any countries in which we conduct business, as well as a non-solicitation covenant. These limitations continue during the term of employment and for a period of two years following termination, regardless of the cause of the termination.
Jay Wells Employment Agreement
In December 2020, we entered into an amended and restated offer letter agreement with Jay Wells to serve as our Chief Financial Officer, which memorialized the previously disclosed terms of his employment with us. The agreement has an indefinite term and provides for an annual base salary, which was increased to $610,000 effective as of April 10, 2022, and a car allowance. Mr. Wells is eligible to participate in our annual performance bonus plan with an annual target bonus equal to 75% of his base salary.
Mr. Wells participates in the Severance Plan, pursuant to which he is subject to standard confidentiality undertakings and non-disparagement covenants that survive the termination of his employment, regardless of the cause of the termination. He is also subject to a non-competition covenant that generally limits his ability to compete with us in any countries in which we conduct business, as well as a non-solicitation covenant. These limitations continue during the term of employment and for a period of fifteen months following termination, regardless of the cause of the termination.
In August 2022, Mr. Wells announced his plans to retire, effective April 1, 2023. On January 24, 2023, we announced the appointment of David W. Hass as Chief Financial Officer to succeed Mr. Wells. Mr. Wells will assist with the Chief Financial Officer transition through his retirement date.
Anne Melaragni Employment Agreement
In May 2021, we entered into an offer letter agreement with Anne Melaragni to serve as our Chief Human Resources Officer. The agreement has an indefinite term and provides for an annual base salary, which will be increased to $465,000 effective as of March 26, 2023, and a car allowance. Ms. Melaragni is eligible to participate in our annual performance bonus plan with an annual bonus target of 75% of her base salary. In connection with her appointment, Ms. Melaragni received a one-time award of $400,000 in time-based restricted share units, which vest in equal installments on the first and second anniversaries of her hire date. Ms. Melaragni is also entitled to relocation assistance to the Tampa, Florida area, which is subject to repayment under certain circumstances if Ms. Melaragni resigns her employment for any reason or is terminated for Cause (as defined in the offer letter and/or in the Severance Plan) prior to the first anniversary of her relocation date.
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Ms. Melaragni is also eligible to participate in our benefit plans made available to our employees and senior executives, as well as our long-term incentive plans at the discretion of the Compensation Committee. The 2022 grants to Ms. Melaragni under our long-term incentive plans are set forth in the “Grants of Plan-Based Awards in Fiscal 2022” Table below.
Ms. Melaragni participates in the Severance Plan, pursuant to which she is subject to standard confidentiality undertakings and non-disparagement covenants that survive the termination of her employment, regardless of the cause of the termination. She is also subject to a non-competition covenant that generally limits her ability to compete with us in any countries in which we conduct business, as well as a non-solicitation covenant. These limitations continue during the term of employment and for a period of fifteen months following termination, regardless of the cause of the termination.
Cate Gutowski Employment Agreement
In September 2021, we entered into an offer letter agreement with Cate Gutowski to serve as our Chief Operating Officer. The agreement has an indefinite term and provides for an annual base salary of $600,000, and a car allowance. Ms. Gutowski is eligible to participate in our annual performance bonus plan with an annual bonus target of 75% of her base salary. In connection with her appointment, Ms. Gutowski received a cash sign-on bonus of $500,000, subject to repayment if, prior to 18 months from her employment date, she voluntarily resigns her position for any reason or is terminated for Cause (as defined in the offer letter and in the Severance Plan). She also received a one-time award of $4,300,000 in time-based restricted share units, the first installment of which vested in 2022, and the remainder of which will vest as described below. Ms. Gutowski was also entitled to relocation assistance to the Tampa, Florida area, which is subject to repayment under certain circumstances if Ms. Gutowski fails to relocate to the Tampa area on a permanent basis by a certain deadline, or resigns her employment for any reason or is terminated for Cause (as defined in the offer letter and/or in the Severance Plan) prior to the first anniversary of the relocation date.
Ms. Gutowski participates in the Severance Plan, pursuant to which she is subject to standard confidentiality undertakings and non-disparagement covenants that survive the termination of her employment, regardless of the cause of the termination. She is also subject to a non-competition covenant that generally limits her ability to compete with us in any countries in which we conduct business, as well as a non-solicitation covenant. These limitations continue during the term of employment and for a period of fifteen months following termination, regardless of the cause of the termination.
On January 20, 2023, Ms. Gutowski resigned from her position as our Chief Operating Officer. Ms. Gutowski will remain with us in an advisory capacity through July 1, 2023. As part of a Separation Agreement and General Release entered into with us, we will not seek reimbursement of relocation expenses incurred by Ms. Gutowski. In addition, the Compensation Committee has determined to accelerate the vesting of 136,335 restricted share units on her departure date, representing the unvested portion of the restricted share units that were granted to Ms. Gutowski in October 2021.
Marni Morgan Poe Employment Agreement
In December 2020, we entered into an amended and restated offer letter agreement with Marni Morgan Poe to serve as our Chief Legal Officer, which memorialized the previously disclosed terms of her employment with us. The agreement has an indefinite term and provides for an annual base salary, which will be increased to $500,000 effective as of March 26, 2023, and a car allowance. Ms. Poe is eligible to participate in our annual performance bonus plan with an annual bonus target of 75% of her base salary.
Ms. Poe is also eligible to participate in our benefit plans made available to our employees and senior executives, as well as our long-term incentive plans at the discretion of the Compensation Committee. The 2022 grants to Ms. Poe under our long-term incentive plans are set forth in the “Grants of Plan-Based Awards in Fiscal 2022” Table below.
Ms. Poe participates in the Severance Plan, pursuant to which she is subject to standard confidentiality undertakings and non-disparagement covenants that survive the termination of her employment, regardless of the cause of the termination. She is also subject to a non-competition covenant that generally limits her ability to compete with us in any countries in which we conduct business, as well as a non-solicitation covenant. These limitations continue during the term of employment and for a period of fifteen months following termination, regardless of the cause of the termination.
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TABLE OF CONTENTS

Severance Arrangements
We have arrangements with our named executive officers to provide for payment and other benefits if such executive’s employment is terminated under certain circumstances. We have entered into such arrangements in order to discourage these executives from voluntarily terminating their employment with us in order to accept other employment opportunities, and to provide assurances to these executives that they will be compensated if terminated by us without cause.
Severance Plan
As of the last day of fiscal 2022, each of our named executive officers participated in our Amended and Restated Severance and Non-Competition Plan (the “Severance Plan”), which we first implemented in 2009. The Severance Plan defines the entitlements for these executives upon a qualified termination of employment and replaces all previous termination and severance benefits to which they may have been entitled. For more detail, please see Potential Payments Upon Termination or Change of ControlSeverance Plan” beginning on page 49 of this proxy statement.
Treatment of Equity Awards upon Termination or Change of Control
Our Equity Plans (see “Equity Compensation Plan Information” on page 58 of this proxy statement) contain “double trigger” provisions in connection with a change of control of Primo Water, thus protecting participants in the event of certain qualifying terminations of employment, and providing assurances that their equity investment in Primo Water will not be lost in the event of the sale, liquidation, dissolution or other change of control of Primo Water. These terms provide for the acceleration of equity awar