Primo Water Corporation Files Supplement to Proxy Statement

Rhea-AI Summary

Primo Water Corporation (NYSE: PRMW) has filed a supplement to its proxy statement ahead of its annual and special shareowners' meeting scheduled for May 4, 2021. Key amendments involve the Continuance Proposal, transitioning from the Canada Business Corporations Act to the Business Corporations Act (Ontario). Changes include the removal of the maximum 60-day notice period for annual meetings and modifications to the notice time frame after meeting adjournments. The quorum requirements remain unchanged, adhering to best corporate governance standards. The Proxy Statement remains largely the same from the March 25, 2021 filing.

Positive

• The Company is maintaining quorum requirements that align with best corporate governance practices.
• The amendment to the proxy statement reflects responsive engagement with shareowners and advisors.

Negative

• None.

TAMPA, Fla., April 22, 2021 /PRNewswire/ - Primo Water Corporation (NYSE: PRMW) (TSX: PRMW) (the "Company" or "Primo"), a leading provider of water direct to consumers and water filtration services in North America and Europe as well as a leading provider of water dispensers, purified and spring bottled water, and self-service refill drinking water in the U.S. and Canada,  announced today that it has filed a supplement to its proxy statement (the "Supplement") for its annual and special meeting of shareowners to be held on May 4, 2021 (the "Meeting").  The Supplement amends the proxy statement of the Company dated March 25, 2021 in respect of the Meeting (the "Proxy Statement").

The Supplement amends and supplements the Proxy Statement to change information regarding proposal five in the Proxy Statement, the proposed continuance of the Company under the Business Corporations Act (Ontario) from the Canada Business Corporations Act (the "Continuance Proposal"). After discussing the Continuance Proposal, and the proposed constating documents that will apply to the Company following the continuance, with shareowners and institutional shareowner advisors, the Company has decided to make certain additional changes to the advance notice provisions of the proposed by-laws of the Company, including: (1) removal of the maximum 60 day notice period in respect of annual meeting of shareowners; (2) providing that the adjournment or postponement of a meeting shall commence a new notice time period; and (3) removal of the Company's blanket discretion to require a proposed nominee to furnish additional information. After such discussions with shareowners and institutional shareowner advisors, the Company has decided not to make any changes to the quorum requirements in its proposed constating documents that will apply following the continuance (which are consistent with the Company's current quorum requirements) since these provision already meet applicable best corporate governance practices.

Except as noted above and as further described in the Supplement, the Proxy Statement remains unchanged from the version that was filed on EDGAR and SEDAR on March 25, 2021. A copy of the Supplement and the Proxy Statement is available on the Company's profile on EDGAR at www.sec.gov and SEDAR at www.sedar.com.

ABOUT PRIMO WATER CORPORATION

Primo Water Corporation is a leading pure-play water solutions provider in North America, Europe and Israel and generates approximately $2.0 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 major retailers and online at various price points or leased to customers. 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 commercial businesses. Through its Water Exchange and Water Refill businesses, Primo offers pre-filled and reusable containers at over 13,000 locations and water refill units at approximately 22,000 locations, respectively. Primo also offers water filtration units across its 21-country footprint representing a top five position.

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.

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SOURCE Primo Water Corporation

FAQ

What are the key updates in Primo Water's proxy statement filed on April 22, 2021?

The April 22, 2021 supplement amends the proxy statement to include changes related to the Continuance Proposal and updates to the notice provisions for annual meetings.

When is Primo Water's annual and special shareowners meeting scheduled?

Primo Water's annual and special shareowners meeting is scheduled for May 4, 2021.

What is the Continuance Proposal mentioned in Primo Water's press release?

The Continuance Proposal involves transitioning from the Canada Business Corporations Act to the Business Corporations Act (Ontario).

Did Primo Water change its quorum requirements in the proxy statement?

No, the quorum requirements remain unchanged and continue to meet best corporate governance practices.

Where can I find the full proxy statement for Primo Water Corporation?

The full proxy statement can be accessed on EDGAR and SEDAR, and is also available on Primo Water's profile on these platforms.