Pool Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
$POOL
Industrial Specialties
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
______________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 1, 2024
______________
Commission File Number: 0-26640
| (Exact name of registrant as specified in its charter) | |||||||||||
| (State or other jurisdiction of | (IRS Employer | ||||||||||
| incorporation or organization) | Identification No.) | ||||||||||
| | |||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) Annual Meeting of Stockholders
The Annual Meeting of Stockholders of Pool Corporation was held on May 1, 2024.
(b) Voting Results
Stockholders elected eight directors to serve a one-year term or until their successors are elected and qualified. The final votes with respect to each director were as follows:
| Number of Shares | ||||||||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||
| Peter D. Arvan | 32,760,882 | 803,640 | 70,712 | 1,980,843 | ||||||||||||||||||||||
Martha “Marty” S. Gervasi | 32,433,600 | 1,113,445 | 88,189 | 1,980,843 | ||||||||||||||||||||||
| James “Jim” D. Hope | 31,814,878 | 1,730,553 | 89,803 | 1,980,843 | ||||||||||||||||||||||
| Debra S. Oler | 32,927,831 | 619,777 | 87,626 | 1,980,843 | ||||||||||||||||||||||
| Manuel J. Perez de la Mesa | 32,517,562 | 1,048,613 | 69,059 | 1,980,843 | ||||||||||||||||||||||
| Carlos A. Sabater | 32,109,328 | 1,437,830 | 88,076 | 1,980,843 | ||||||||||||||||||||||
| John E. Stokely | 31,243,872 | 2,323,350 | 68,012 | 1,980,843 | ||||||||||||||||||||||
| David G. Whalen | 28,912,742 | 4,600,236 | 122,256 | 1,980,843 | ||||||||||||||||||||||
Stockholders ratified the retention of Ernst & Young LLP, certified public accountants, as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2024. The final votes were as follows:
| Number of Shares | ||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 33,249,381 | 2,298,765 | 67,931 | — | |||||||||||||||||
Stockholders approved, on an advisory and non-binding basis, the compensation of the company's named executive officers (the say-on-pay vote). The final votes were as follows:
| Number of Shares | ||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 31,563,337 | 2,000,377 | 71,520 | 1,980,843 | |||||||||||||||||
Item 7.01 Regulation FD Disclosure.
On May 1, 2024, Pool Corporation issued the press release included herein as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits | |||||
Press release issued by Pool Corporation on May 1, 2024, announcing additional authorization under the share repurchase program, the declaration of an increased quarterly cash dividend and the voting results of its annual meeting. | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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: May 1, 2024