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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) June 5, 2024 (June 3, 2024)
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| POOL CORPORATION |
| (Exact name of registrant as specified in its charter) |
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| Delaware |
0-26640 |
36-3943363 |
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(Commission File Number) |
(I.R.S. Employer |
| of incorporation) |
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Identification No.) |
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| 109 Northpark Boulevard, |
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| Covington, |
Louisiana |
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70433-5001 |
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(Zip Code) |
| offices) |
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Registrant's telephone number, including area code: (985) 892-5521
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:
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| 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 Pool Corporation issued a press release dated June 5, 2024, announcing the appointment of Mr. Murphy to its Board. A copy of the press release is attached to this Form 8-K as Exhibit 99.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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| (d) |
On June 3, 2024, the Board of Directors of Pool Corporation (the Board) increased the size of the Board from eight to nine members and appointed Kevin M. Murphy to serve as a director upon recommendation of the Nominating and Corporate Governance Committee. The Board appointed Mr. Murphy to serve effective June 3, 2024, until the 2025 annual meeting of shareholders, at which time he will stand for election by Pool Corporation’s shareholders. The Board determined that Mr. Murphy qualifies as independent in accordance with the published listing requirements of Nasdaq. Mr. Murphy has been appointed to serve on the Board’s Compensation Committee. Mr. Murphy will be compensated consistent with the standard compensation program for non-employee directors, which is described in the company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 28, 2024, under the heading “Director Compensation.” In connection with his appointment to the Board, Mr. Murphy will receive a pro-rated non-employee director annual cash retainer.
Mr. Murphy, 54, has served as the Chief Executive Officer (CEO) of Ferguson plc since 2019. Mr. Murphy joined Ferguson in 1999 as an operations manager. During his tenure at Ferguson, Mr. Murphy has held a number of leadership positions in the Waterworks division, including as Chief Operating Officer of Ferguson’s U.S. business from 2007 to 2017 and CEO, U.S. from 2017 to 2019. He received his Bachelor of Science in Business and Marketing from Miami University.
No family relationships exist between Mr. Murphy and any of Pool Corporation’s other directors, executive officers or any other person that would require disclosure under Item 401(d) of Regulation S-K under the Securities Act of 1933 (“Regulation S-K”). There are no arrangements or understandings pursuant to which Mr. Murphy was elected as a director, and Mr. Murphy has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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Item 9.01 Financial Statements and Exhibits.
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| (d) Exhibits |
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Press release issued by Pool Corporation on June 5, 2024 |
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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.
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POOL CORPORATION |
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By: |
/s/ Melanie Housey Hart |
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Melanie Housey Hart |
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Vice President and Chief Financial Officer |
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Dated: June 5, 2024
EX-99.1
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pool060524pressrelease.htm
POOL 06.05.2024 PRESS RELEASE
Document
POOL CORPORATION ANNOUNCES DIRECTOR APPOINTMENT
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COVINGTON, LA. (June 5, 2024) - Pool Corporation (Nasdaq/GSM:POOL) announced today that its Board of Directors (the Board) appointed Kevin M. Murphy to serve as a director upon recommendation of the Nominating and Corporate Governance Committee. The Board appointed him to serve effective June 3, 2024, until the 2025 annual meeting of shareholders, at which time he will stand for election by Pool Corporation’s shareholders. With this appointment, the Board increased its size from eight to nine members.
Mr. Murphy is the Chief Executive Officer of Ferguson plc, a leading value-added distributor in North America providing expertise, solutions and products from infrastructure, plumbing and appliances to HVAC, fire, fabrication and more. Mr. Murphy has served in various leadership roles since joining Ferguson in 1999, including as Chief Operating Officer of Ferguson’s U.S. business from 2007 to 2017 and CEO, U.S. from 2017 until his appointment as group CEO in 2019.
John E. Stokely, Chairman of the Board, commented, “During Kevin’s tenure at Ferguson, his focus on transformation has provided avenues of growth and profitability for the company, while also improving the customer experience through digital technology and e-Commerce initiatives. Kevin’s extensive knowledge of the distribution sector, focus on customer service and proven ability as an innovator make him a valuable asset to POOLCORP. On behalf of the Board, we look forward to working with Kevin to continue providing exceptional value to our shareholders.”
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.
Investor Relations Contacts:
Kristin S. Byars
985.801.5153
kristin.byars@poolcorp.com
Curtis J. Scheel
985.801.5341
curtis.scheel@poolcorp.com
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