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 5, 2021 (May 4, 2021)

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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 4, 2021.

(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	Withheld	Abstain	Broker<br>Non-Votes
Peter D. Arvan	34,333,421	419,452	29,110	1,945,142
Timothy M. Graven	33,453,829	1,301,503	26,651	1,945,142
Debra S. Oler	34,673,057	82,486	26,440	1,945,142
Manuel J. Perez de la Mesa	33,817,716	946,288	17,979	1,945,142
Harlan F. Seymour	32,413,939	2,349,323	18,721	1,945,142
Robert C. Sledd	33,540,998	1,216,325	24,660	1,945,142
John E. Stokely	28,710,661	5,838,447	232,875	1,945,142
David G. Whalen	34,604,024	144,890	33,069	1,945,142

Stockholders ratified the retention of Ernst & Young LLP, certified public accountants, as independent registered public accounting firm of the company for the fiscal year ending December 31, 2021.  The final votes were as follows:

Number of Shares
For	Against	Abstain	Broker<br>Non-Votes
35,230,499	1,478,296	18,330	—

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
34,287,379	390,652	103,952	1,945,142

Item 7.01 Regulation FD Disclosure.

On May 5, 2021, 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 5, 2021, announcing 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, Corporate Controller and Chief Accounting Officer

Dated: May 5, 2021

Document

Exhibit 99.1

IMMEDIATE RELEASE

POOL CORPORATION ANNOUNCES VOTING RESULTS FOR ITS 2021 ANNUAL MEETING OF STOCKHOLDERS

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COVINGTON, LA. (May 5, 2021) - Pool Corporation (Nasdaq/GSM:POOL) announced today that at POOLCORP’s Annual Meeting of Stockholders on May 4, 2021, stockholders elected Peter D. Arvan, 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 independent registered public accounting firm of the company for the 2021 fiscal year; and

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

At the annual meeting, Mr. Stokely, Chairman of the Board, commented, “The Board strives to ensure that there are no gaps in director skills and abilities. Our Board members are very experienced and have a successful track record of performance in many areas. On behalf of the Board and POOLCORP’s management team, I would also like to acknowledge the strength and resiliency of our employees. Through their dedication, perseverance and adaptability, they have delivered outstanding results to our customers and communities amidst numerous challenges. We are all looking forward to what 2021 holds and are thankful for our strong team.”

On the retirement of Andrew W. Code (“Andy”), Mr. Stokely commented, “I’d like to extend a heartfelt thanks to Andrew W. Code who is retiring as a director in connection with today’s annual meeting of shareholders. Andy has served as a director of Pool Corporation since 1993 and has been the company’s longest serving director. We wish Andy well in his retirement and express our sincerest appreciation for his contributions and guidance throughout his years of service.”

Pool Corporation is the world’s largest wholesale distributor of swimming pool and related backyard products. POOLCORP operates approximately 400 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 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. Actual results may differ materially due to a variety of factors, including impacts on our business from the COVID-19 pandemic, the sensitivity of the swimming pool supply business to weather conditions and other risks detailed in POOLCORP’s 2020 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