Pool Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$POOL
Industrial Specialties
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 5, 2024 (June 3, 2024)
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| (d) | On June 3, 2024, the Board of Directors of Pool Corporation (the Board) increased the size of the Board from eight to nine members and appointed Kevin M. Murphy to serve as a director upon recommendation of the Nominating and Corporate Governance Committee. The Board appointed Mr. Murphy to serve effective June 3, 2024, until the 2025 annual meeting of shareholders, at which time he will stand for election by Pool Corporation’s shareholders. The Board determined that Mr. Murphy qualifies as independent in accordance with the published listing requirements of Nasdaq. Mr. Murphy has been appointed to serve on the Board’s Compensation Committee. Mr. Murphy will be compensated consistent with the standard compensation program for non-employee directors, which is described in the company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 28, 2024, under the heading “Director Compensation.” In connection with his appointment to the Board, Mr. Murphy will receive a pro-rated non-employee director annual cash retainer. Mr. Murphy, 54, has served as the Chief Executive Officer (CEO) of Ferguson plc since 2019. Mr. Murphy joined Ferguson in 1999 as an operations manager. During his tenure at Ferguson, Mr. Murphy has held a number of leadership positions in the Waterworks division, including as Chief Operating Officer of Ferguson’s U.S. business from 2007 to 2017 and CEO, U.S. from 2017 to 2019. He received his Bachelor of Science in Business and Marketing from Miami University. No family relationships exist between Mr. Murphy and any of Pool Corporation’s other directors, executive officers or any other person that would require disclosure under Item 401(d) of Regulation S-K under the Securities Act of 1933 (“Regulation S-K”). There are no arrangements or understandings pursuant to which Mr. Murphy was elected as a director, and Mr. Murphy has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. | ||||
Pool Corporation issued a press release dated June 5, 2024, announcing the appointment of Mr. Murphy to its Board. A copy of the press release is attached to this Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| (d) Exhibits | |||||
Press release issued by Pool Corporation on | |||||
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SIGNATURE
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.
| POOL CORPORATION | ||||||||||||||
| By: | /s/ Melanie Housey Hart | |||||||||||||
| Melanie Housey Hart | ||||||||||||||
| Vice President and Chief Financial Officer | ||||||||||||||
Dated: June 5, 2024