8-K

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) May 1, 2024

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Commission File Number: 0-26640

POOL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware		36-3943363
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)
109 Northpark Boulevard,
Covington,	Louisiana	70433-5001
(Address of principal executive offices)		(Zip Code)

(985) 892-5521

(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:

☐  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(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	POOL	Nasdaq Global Select Market

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<br>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<br>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<br>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
99.1	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

Document

Exhibit 99.1

IMMEDIATE RELEASE

POOL CORPORATION ANNOUNCES AN INCREASE IN ITS SHARE REPURCHASE PROGRAM,

GROWTH OF ITS QUARTERLY CASH DIVIDEND

AND 2024 ANNUAL MEETING OF STOCKHOLDERS VOTING RESULTS

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COVINGTON, LA. (May 1, 2024) - Pool Corporation (Nasdaq/GSM:POOL) announced today that its Board of Directors (the Board) has authorized an increase in the company’s share repurchase program to $600.0 million. As of May 1, 2024, this adds $316.2 million to the $283.8 million remaining under its existing share repurchase program for the purchase of the company’s common stock in the open market at prevailing market prices. 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 $1.20 per share, a 9% increase over the previous quarterly dividend amount of $1.10 per share. The dividend is payable on May 30, 2024 to stockholders of record on May 16, 2024. As of April 30, 2024, there were 38,329,420 shares of common stock outstanding.

John Stokely, Chairman of the Board, commented, “We have a strong record of growing our dividend over time and today marks the 19th time that POOLCORP has increased its quarterly dividend payment since 2004. The expansion of our quarterly dividend payment and share repurchase authorization allows us to continue our trajectory of returning cash to shareholders. Throughout our history, we could not have accomplished all that we have without the enduring support from our shareholders. We look forward to investing in the future growth of our business and continuing to create exceptional value for our shareholders, customers, suppliers and employees.”

At POOLCORP’s Annual Meeting of Stockholders on May 1, 2024, 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, John E. Stokely and David G. Whalen to serve as directors for the ensuing year.

At the Annual Meeting of Stockholders, stockholders also:

▪ratified the retention of Ernst & Young LLP as the independent registered public accounting firm of the company for the 2024 fiscal year; and

▪approved the compensation of the company’s named executive officers as disclosed in the Proxy Statement (the advisory say-on-pay vote).

About Pool Corporation

Pool Corporation is the world’s largest wholesale distributor of swimming pool and related backyard products. POOLCORP operates approximately 440 sales centers in North America, Europe and Australia through which it distributes more than 200,000 products to roughly 125,000 wholesale customers. For more information about POOLCORP, please visit www.poolcorp.com.

Forward-Looking Statements

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 continue to moderate or reverse and other risks detailed in POOLCORP’s 2023 Form 10-K, Quarterly Reports on Form 10-Q and other reports and filings with the Securities and Exchange Commission (SEC).

Investor Relations Contacts:

Kristin S. Byars

985.801.5153

kristin.byars@poolcorp.com

Curtis J. Scheel

985.801.5341

curtis.scheel@poolcorp.com