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0000945841false00009458412025-04-302025-04-30

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) April 30, 2025
______________

POOL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-26640 36-3943363
(State or other jurisdiction of (Commission File Number) (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 April 30, 2025.

(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 Against Abstain Broker
Non-Votes
Peter D. Arvan 33,331,123  172,320  18,272  1,867,137 
Martha “Marty” S. Gervasi
 32,491,350  1,015,539  14,826  1,867,137 
James “Jim” D. Hope 32,626,754  854,899  40,062  1,867,137 
Kevin M. Murphy 33,221,308  283,136  17,271  1,867,137 
Debra S. Oler 33,248,132  258,889  14,694  1,867,137 
Manuel J. Perez de la Mesa 33,281,317  226,439  13,959  1,867,137 
Carlos A. Sabater 32,836,777  621,128  63,810  1,867,137 
John E. Stokely 32,442,761  1,064,752  14,202  1,867,137 
David G. Whalen 29,360,676  4,121,426  39,613  1,867,137 
 
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, 2025.  The final votes were as follows:
 
Number of Shares
For Against Abstain Broker
Non-Votes
33,289,876  2,082,179  16,797  — 
 
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
32,170,115  1,330,940  20,660  1,867,137 

Item 7.01 Regulation FD Disclosure.
 
On April 30, 2025, 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, 2025, 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
Senior Vice President and Chief Financial Officer
 


Dated: April 30, 2025

               
 



EX-99.1 2 pool2025annualmeetingpr.htm POOL 2025 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 2025 ANNUAL MEETING OF STOCKHOLDERS VOTING RESULTS
______________________

COVINGTON, LA. (April 30, 2025) - 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 April 29, 2025, this adds $309.2 million to the $290.8 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 $1.25 per share, a 4% increase over the previous quarterly dividend of $1.20 per share. The dividend is payable on May 29, 2025 to stockholders of record on May 15, 2025. As of April 29, 2025, there were 37,595,213 shares of common stock outstanding.
John Stokely, Chair of the Board, commented, “Today marks POOLCORP’s 20th quarterly dividend increase since 2004. This milestone, combined with the expansion of our share repurchase program, demonstrates the Board’s ongoing commitment to return capital to our shareholders. We are proud of POOLCORP’s role in advancing the outdoor living industry through our vast sales center network. With a growing assortment of innovative products and a robust digital ecosystem that elevates the customer experience, we are connecting customers with our products and expertise like never before. Looking ahead, we believe that these efforts will translate into meaningful returns for our shareholders.”
At POOLCORP’s Annual Meeting of Stockholders on April 30, 2025, stockholders elected Peter D. Arvan, Martha “Marty” S. Gervasi, James “Jim” D. Hope, Kevin M. Murphy, 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 2025 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 445 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 and other risks detailed in POOLCORP’s 2024 Form 10-K, Quarterly Reports on Form 10-Q and other reports and filings with the Securities and Exchange Commission (SEC).


CONTACT:
Kristin S. Byars
Director, Investor Relations and Finance
985.801.5153
kristin.byars@poolcorp.com