株探米国株
日本語 英語
エドガーで原本を確認する
0000945841false00009458412024-05-012024-05-01

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 1, 2024
______________

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 (a) Annual Meeting of Stockholders



Item 5.07 Submission of Matters to a Vote of Security Holders.


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
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
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
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
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

               
 



EX-99.1 2 pool2024annualmeetingpr.htm POOL 2024 ANNUAL MEETING RESULTS Document

poolcorplogoa05a.jpg                
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
______________________

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