SEC Form 424B3 filed by Primo Brands Corporation
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-284501
PROSPECTUS SUPPLEMENT NO. 3
(To prospectus dated March 7, 2025)
Primo Brands Corporation
This prospectus supplement updates, amends, and supplements the prospectus dated March 7, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-284501).
This prospectus supplement is being filed to update, amend, and supplement the information included in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 2, 2025, which is set forth below.
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
Our Class A common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “PRMB.” On May 2, 2025, the closing price of our Class A common stock on the NYSE was $33.05.
Investing in our securities involves certain risks. See the section entitled “Risk Factors” beginning on page 6 of the Prospectus and under similar headings in any further amendments or supplements to the Prospectus to read about factors you should consider before buying our securities.
Neither the SEC nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the Prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is May 5, 2025.
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, 2025
Primo Brands Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-42404 | 99-3483984 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 1150 Assembly Drive, Suite 800, Tampa, Florida 33607 |
900 Long Ridge Road, Building 2 Stamford, Connecticut 06902 |
(Address of principal executive offices, including zip code)
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:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
| Class A common stock, $0.01 par value per share | PRMB | The New York 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 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 1, 2025, Primo Brands Corporation (the “Company”) held its Annual Meeting of Stockholders. A total of 367,601,527 shares of the Company’s Class A common stock (“Common Stock”) were present in person or represented by proxy at the meeting, representing approximately 96.7% percent of the Company’s outstanding Common Stock as of the March 7, 2025 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 20, 2025.
Item 1 — Election of thirteen directors for a term of office expiring on the date of the Annual Meeting of Stockholders in 2026 and until their respective successors have been duly elected and qualified.
| Votes FOR | Votes WITHHELD | Broker Non-Votes | ||||||||||
| Kurtis Barker |
271,695,054 | 88,107,771 | 7,798,702 | |||||||||
| Britta Bomhard |
358,163,367 | 1,639,458 | 7,798,702 | |||||||||
| Susan E. Cates |
358,172,542 | 1,630,283 | 7,798,702 | |||||||||
| Michael Cramer |
339,557,831 | 20,244,994 | 7,798,702 | |||||||||
| Eric J. Foss |
358,163,326 | 1,639,499 | 7,798,702 | |||||||||
| Jerry Fowden |
339,070,984 | 20,731,841 | 7,798,702 | |||||||||
| Tony W. Lee |
293,850,234 | 65,952,591 | 7,798,702 | |||||||||
| C. Dean Metropoulos |
335,530,472 | 24,272,353 | 7,798,702 | |||||||||
| Billy D. Prim |
357,944,443 | 1,858,382 | 7,798,702 | |||||||||
| Kimberly Reed |
293,702,143 | 66,100,682 | 7,798,702 | |||||||||
| Robbert Rietbroek |
339,379,777 | 20,423,048 | 7,798,702 | |||||||||
| Allison Spector |
335,456,275 | 24,346,550 | 7,798,702 | |||||||||
| Steven P. Stanbrook |
358,192,667 | 1,610,158 | 7,798,702 | |||||||||
Item 2 — Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 367,189,674 | 398,479 | 13,374 | 0 |
Item 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 356,453,947 | 2,767,164 | 581,714 | 7,798,702 |
Item 4 - Approval, on an advisory (non-binding) basis, of the frequency of future advisory (non-binding) votes on the compensation of our named executive officers.
| 1 YEAR | 2 YEARS | 3 YEARS | Votes ABSTAINED | Broker Non-Votes | ||||
| 355,926,142 | 28,128 | 3,243,629 | 604,926 | 7,798,702 |
Based on the foregoing votes, Kurtis Barker, Britta Bomhard, Susan E. Cates, Michael Cramer, Eric J. Foss, Jerry Fowden, Tony W. Lee, C. Dean Metropoulos, Billy D. Prim, Kimberly Reed, Robbert Rietbroek, Allison Spector and Steven P. Stanbrook were elected, Items 2 and 3 approved, and “1 YEAR” was approved as the frequency of future advisory votes on the compensation of the Company’s named executive officers.
In light of this result for Proposal 4, which is consistent with the recommendation of the Company’s Board of Directors (the “Board”), the Company has determined to hold an advisory (non-binding) vote on executive compensation each year until such time as the next advisory (non-binding) vote regarding the frequency of advisory votes on executive compensation is submitted to the Company’s stockholders or the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Primo Brands Corporation | ||||||
| Date: May 2, 2025 | By: | /s/ Marni Morgan Poe | ||||
| Marni Morgan Poe | ||||||
| General Counsel & Corporate Secretary | ||||||