Pool Corp 8-K, filed Apr 30, 2020
Pool Corp (POOL)
8-K
2020-04-30
For: 2020-04-30
View Original
Added on
April 07, 2026
About this 8-K
Pool Corp filed this 8-K on April 30, 2020.
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
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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) April 30, 2020 (April 29, 2020)
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Commission File Number: 0-26640
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(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:
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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 April 29, 2020.
(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 | Withheld | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||||||||||||||||
| Peter D. Arvan | 35,689,078 | 251,900 | 15,662 | 2,167,791 | ||||||||||||||||||||||||||||||||||||||||
| Andrew W. Code | 35,119,212 | 822,180 | 15,248 | 2,167,791 | ||||||||||||||||||||||||||||||||||||||||
| Timothy M. Graven | 35,298,866 | 642,767 | 15,007 | 2,167,791 | ||||||||||||||||||||||||||||||||||||||||
| Debra S. Oler | 33,690,334 | 2,249,284 | 17,022 | 2,167,791 | ||||||||||||||||||||||||||||||||||||||||
| Manuel J. Perez de la Mesa | 35,315,181 | 627,524 | 13,935 | 2,167,791 | ||||||||||||||||||||||||||||||||||||||||
| Harlan F. Seymour | 34,766,025 | 1,175,995 | 14,620 | 2,167,791 | ||||||||||||||||||||||||||||||||||||||||
| Robert C. Sledd | 35,246,436 | 695,586 | 14,618 | 2,167,791 | ||||||||||||||||||||||||||||||||||||||||
| John E. Stokely | 32,960,444 | 2,159,838 | 836,358 | 2,167,791 | ||||||||||||||||||||||||||||||||||||||||
| David G. Whalen | 35,884,376 | 56,808 | 15,456 | 2,167,791 | ||||||||||||||||||||||||||||||||||||||||
Stockholders ratified the retention of Ernst & Young LLP, certified public accountants, as our independent registered public accounting firm for the fiscal year ending December 31, 2020. The final votes were as follows:
| Number of Shares | ||||||||||||||||||||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||||||||||
| 36,977,847 | 1,132,814 | 13,770 | — | |||||||||||||||||||||||||||||||||||
Stockholders approved, on an advisory and non-binding basis, the compensation of our named executive officers (the say-on-pay vote). The final votes were as follows:
| Number of Shares | ||||||||||||||||||||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||||||||||
| 35,815,113 | 118,856 | 22,671 | 2,167,826 | |||||||||||||||||||||||||||||||||||
Item 7.01 Regulation FD Disclosure.
On April 30, 2020, 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 April 30, 2020, announcing the voting results of its annual meeting. | |||||
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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/ Mark W. Joslin | ||||||||||||||||
| Mark W. Joslin | |||||||||||||||||
| Senior Vice President and Chief Financial Officer | |||||||||||||||||
Dated: April 30, 2020
Exhibit 99.1
IMMEDIATE RELEASE
POOL CORPORATION ANNOUNCES VOTING RESULTS FOR ITS 2020 ANNUAL MEETING OF STOCKHOLDERS
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COVINGTON, LA. (April 30, 2020) - Pool Corporation (Nasdaq/GSM:POOL) announced today that at POOLCORP’s Annual Meeting of Stockholders on April 29, 2020, stockholders elected Peter D. Arvan, Andrew W. Code, Timothy M. Graven, Debra S. Oler, Manuel J. Perez de la Mesa, Harlan F. Seymour, 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 our independent registered public accounting firm for fiscal 2020; and
▪approval of the compensation of our named executive officers as disclosed in our Proxy Statement (the advisory say-on-pay vote).
At the annual meeting, Mr. Stokely, Chairman of the Board, commented, “The thoughts of our Board and management team are with all of those who have been affected, directly or indirectly, by the ongoing coronavirus pandemic, including our employees, our customers, our vendors and all others in our communities.”
Pool Corporation is the world’s largest wholesale distributor of swimming pool and related backyard products. POOLCORP operates approximately 375 sales centers in North America, Europe and Australia through which it distributes more than 200,000 national brand and private label products to roughly 120,000 wholesale customers. For more information about POOLCORP, please visit www.poolcorp.com.
This news release may include “forward-looking” statements that involve risks 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 impacts on our business from the COVID-19 pandemic, the sensitivity of our business to weather conditions, changes in the economy and the housing market and other risks detailed in POOLCORP’s 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) as updated by POOLCORP’s subsequent filings with the SEC.
CONTACT:
Curtis J. Scheel
Director of Investor Relations
985.801.5341
curtis.scheel@poolcorp.com