Pool Corp 8-K, filed May 4, 2023
Pool Corp (POOL)
8-K
2023-05-04
For: 2023-05-04
View Original
Added on
April 07, 2026
About this 8-K
Pool Corp filed this 8-K on May 4, 2023.
Items reported
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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 4, 2023 (May 3, 2023)
______________
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 3, 2023.
(b) Voting Results
Stockholders elected nine 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 | 33,743,941 | 499,095 | 21,642 | 2,127,679 | ||||||||||||||||||||||
Martha “Marty” S. Gervasi | 33,901,269 | 341,017 | 22,392 | 2,127,679 | ||||||||||||||||||||||
| James “Jim” D. Hope | 33,966,919 | 275,165 | 22,594 | 2,127,679 | ||||||||||||||||||||||
| Debra S. Oler | 33,907,000 | 335,144 | 22,534 | 2,127,679 | ||||||||||||||||||||||
| Manuel J. Perez de la Mesa | 33,476,102 | 770,117 | 18,459 | 2,127,679 | ||||||||||||||||||||||
| Carlos A. Sabater | 33,909,547 | 332,517 | 22,614 | 2,127,679 | ||||||||||||||||||||||
| Robert C. Sledd | 32,312,267 | 1,933,748 | 18,663 | 2,127,679 | ||||||||||||||||||||||
| John E. Stokely | 27,672,067 | 6,573,197 | 19,414 | 2,127,679 | ||||||||||||||||||||||
| David G. Whalen | 33,726,579 | 516,044 | 22,055 | 2,127,679 | ||||||||||||||||||||||
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, 2023. The final votes were as follows:
| Number of Shares | ||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 34,746,467 | 1,627,356 | 18,534 | — | |||||||||||||||||
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 | |||||||||||||||||
| 33,352,180 | 737,161 | 175,337 | 2,127,679 | |||||||||||||||||
Stockholders approved, on an advisory and non-binding basis, holding the future say-on-pay votes every year (the frequency vote). Based on the outcome of the frequency vote and consistent with the its recommendation, the Board of Directors has determined that Pool Corporation will continue to hold the say-on-pay vote on an annual basis until the next required frequency vote. The final votes were as follows:
| Number of Shares | ||||||||||||||||||||
| Every Year | Every Two Years | Every Three Years | Abstain | |||||||||||||||||
| 34,035,500 | 6,912 | 203,922 | 18,344 | |||||||||||||||||
Item 7.01 Regulation FD Disclosure.
On May 4, 2023, 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 4, 2023, 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 4, 2023
Exhibit 99.1
IMMEDIATE RELEASE
POOL CORPORATION ANNOUNCES AN INCREASE IN ITS SHARE REPURCHASE PROGRAM TO A TOTAL AUTHORIZATION OF $600 MILLION, A QUARTERLY CASH DIVIDEND INCREASE
AND 2023 ANNUAL MEETING OF STOCKHOLDERS VOTING RESULTS
______________________
COVINGTON, LA. (May 4, 2023) - Pool Corporation (Nasdaq/GSM:POOL) announced today that its Board of Directors (the Board) has authorized an additional $413.6 million under its existing share repurchase program for the purchase of the company’s common stock in the open market at prevailing market prices. This amount adds to the $186.4 million remaining under its existing authorization as of May 3, 2023, bringing its total authorization available to $600.0 million. The share repurchase program will continue until otherwise modified or terminated by the Board at any time in its sole discretion.
The company also announced that the Board has declared a quarterly cash dividend of $1.10 per share, a 10% increase over the previous quarterly dividend amount of $1.00 per share. The dividend is payable on May 31, 2023 to stockholders of record on May 17, 2023. As of May 3, 2023, there were 39,041,377 shares of common stock outstanding.
Mr. Stokely, Chairman of the Board, commented, “We appreciate the steadfast support from our shareholders, with whom we have enjoyed great achievements. Today marks the 18th time that POOLCORP has increased its quarterly dividend payment since 2004 as we continue our trajectory of returning cash to shareholders through dividends and share repurchases. We look forward to continuing success ahead as our seasoned management team remains focused on creating exceptional value for our shareholders, our customers and suppliers, and our employees.”
At POOLCORP’s Annual Meeting of Stockholders on May 3, 2023, stockholders elected Peter D. Arvan, Martha “Marty” S. Gervasi, James “Jim” D. Hope, Debra S. Oler, Manuel J. Perez de la Mesa, Carlos A. Sabater, Robert C. Sledd, John E. Stokely and David G. Whalen to serve as directors for the ensuing year.
The voting results on the other proposals for this year’s meeting are as follows:
▪ratification of the retention of Ernst & Young LLP as the independent registered public accounting firm of the company for the 2023 fiscal year;
▪approval of the compensation of the company’s named executive officers as disclosed in the Proxy Statement (the advisory say-on-pay vote); and
▪approval of future say-on-pay votes to be held every year (the advisory frequency vote).
Pool Corporation is the world’s largest wholesale distributor of swimming pool and related backyard products. POOLCORP operates approximately 425 sales centers in North America, Europe and Australia through which it distributes more than 200,000 national brand and private label products to roughly 125,000 wholesale customers. For more information about POOLCORP, please visit www.poolcorp.com.
This news release may include “forward-looking” statements that involve risk and uncertainties. The forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements speak only as of the date of this release, and we undertake no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur. Actual results may differ materially due to a variety of factors, including the sensitivity of our business to weather conditions; changes in economic conditions, consumer discretionary spending, the housing market, inflation or interest rates; the extent to which home-centric trends will moderate or reverse and other risks detailed in POOLCORP’s 2022 Form 10-K, Quarterly Reports on Form 10-Q and other reports and filings with the Securities and Exchange Commission (SEC).
CONTACT:
Curtis J. Scheel
Director of Investor Relations
985.801.5341
curtis.scheel@poolcorp.com