SECURITIES AND EXCHANGE COMMISSION
|Washington, D.C. 20549|
Date of Report (Date of earliest event reported): August 24, 2022
(State or other jurisdiction
1150 Assembly Dr.
Registrant’s telephone number, including area code: (813) 544-8515
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|Common shares without nominal or par value||PRMW||New York Stock Exchange|
|PRMW||Toronto Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 5.02.||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
On August 30, 2022, Primo Water Corporation (the “Company”) announced the planned retirement of Jay Wells, Chief Financial Officer of the Company, effective April 1, 2023. Mr. Wells will remain in his position until his retirement date. The Company has initiated a comprehensive search for a successor, which will include both internal and external candidates.
|Item 7.01.||Regulation FD Disclosure.|
On August 30, 2022, the Company issued a press release announcing the planned retirement of Mr. Wells as discussed above. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
This information, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
|99.1||Press Release of Primo Water Corporation, dated August 30, 2022 (furnished herewith).|
|104||Cover Page Interactive Data (embedded within the Inline XBRL document).|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Primo Water Corporation
August 30, 2022
By: /s/ Marni Morgan Poe
Marni Morgan Poe
Chief Legal Officer and Secretary
Vice President, Investor Relations
PRIMO WATER CORPORATION ANNOUNCES CFO RETIREMENT AND TRANSITION PLAN
TAMPA, FL – August 30, 2022 – Primo Water Corporation (NYSE: PRMW; TSX: PRMW) (the “Company” or “Primo”), a leading provider of sustainable drinking water solutions in North America and Europe, today announced the planned retirement of Jay Wells, Chief Financial Officer, effective April 1, 2023. Mr. Wells will remain in his position until his retirement date. The Company has initiated a comprehensive search for a successor, which will include both internal and external candidates.
Jerry Fowden, Primo’s Chairman of the Board, commented, “On behalf of the Board of Directors, I would like to thank Jay for his dedication and contributions over the past decade in helping to transform Primo from a private-label soft drink company to a pure-play water company focused on healthy hydration solutions. We appreciate his leadership and partnership in executing our strategic vision and wish him all the best in retirement.”
“On behalf of the entire management team, I thank Jay for his dedication and valuable contributions during his career at Primo,” said Tom Harrington, Primo’s Chief Executive Officer. “Primo has a strong finance team, and Jay has played a significant role in helping drive financial and operational improvements to help us realize our purpose of inspiring healthier lives with water your way. I am deeply appreciative that Jay will remain with Primo to help facilitate a smooth leadership transition and wish him all the best in his retirement.”
Mr. Wells commented, “It has been a privilege to work with Primo’s devoted and talented team over the past 10 years. Having completed Primo’s transformation to a pure-play water company, now is the right time for me to retire. I am committed to ensuring a smooth transition and look forward to following the continued success of Primo.”
Since his arrival in March 2012, Mr. Wells has led the Company through many significant initiatives, enabling Primo’s transition to a pure-play water company and strengthening the Company’s finance, treasury and tax departments. Mr. Wells joined Primo from Molson Coors where he held various senior finance positions, including Chief Financial Officer of Molson Coors Canada, a subsidiary of Molson Coors Brewing Company, and Global Vice President, Treasury, Tax, and Strategic Finance of Molson Coors Brewing Company.
ABOUT PRIMO WATER CORPORATION
Primo Water Corporation is a leading pure-play water solutions provider in North America and Europe and generates approximately $2.1 billion in annual revenue. Primo operates largely under a recurring razor/razorblade revenue model. The razor in Primo’s revenue model is its industry leading line-up of sleek and innovative water dispensers, which are sold through retailers and online at various price points. The dispensers help increase household penetration which drives recurring purchases of Primo’s razorblade offering. Primo’s razorblade offering is comprised of Water Direct, Water Exchange, and Water Refill. Through its Water Direct business, Primo delivers sustainable hydration solutions across its 21-country footprint direct to the customer’s door, whether at home or to businesses. Through its Water Exchange and Water Refill businesses, Primo offers pre-filled and reusable containers at approximately 14,000 locations, water dispenser sales at approximately 9,000 locations and water refill units at approximately 24,000 locations, respectively. Primo also offers water filtration units across its 21-country footprint.
Primo’s water solutions expand consumer access to purified, spring, and mineral water to promote a healthier, more sustainable lifestyle while simultaneously reducing plastic waste and pollution. Primo is committed to its water stewardship standards and is proud to partner with the International Bottled Water Association (IBWA) in North America as well as with Watercoolers Europe (WE), which ensure strict adherence to safety, quality, sanitation and regulatory standards for the benefit of consumer protection.
Primo is headquartered in Tampa, Florida (USA). For more information, visit www.primowatercorp.com.
Safe Harbor Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 conveying management’s expectations as to the future based on plans, estimates and projections at the time Primo makes the statements. Forward-looking statements involve inherent risks and uncertainties and Primo cautions you that several important factors could cause actual results to differ materially from those contained in any such forward-looking statement. The forward-looking statements contained in this press release include, but are not limited to, statements related to the transition plan, and related matters. The forward-looking statements are based on assumptions regarding management’s current plans and estimates. Management believes these assumptions to be reasonable, but there is no assurance that they will prove to be accurate.
Factors that could cause actual results to differ materially from those described in this press release include, among others: Primo’s ability to manage its operations successfully; or Primo’s ability to recruit, retain and integrate new management. The foregoing list of factors is not exhaustive. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. Readers are urged to carefully review and consider the various disclosures, including but not limited to risk factors contained in Primo’s Annual Report on Form 10-K and its quarterly reports on Form 10-Q, as well as other filings with the securities commissions. Primo does not undertake to update or revise any of these statements considering new information or future events, except as expressly required by applicable law.