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EX-99.1 - PRINTER FRIENDLY VERSION - Primo Water Corp /CN/ex991.pdf
EX-99.1 - PRESS RELEASE DATED MAY 4, 2017 - Primo Water Corp /CN/ex991.htm

 

 

  

 

 

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 2, 2017

 

Cott Corporation
(Exact name of registrant as specified in its charter)

Canada 001-31410 98-0154711
(State or other jurisdiction of incorporation) (Commission File Number)

(I.R.S. Employer

Identification No.)

 

6525 Viscount Road
Mississauga, Ontario, Canada

 

L4V1H6

   
5519 West Idlewild Avenue
Tampa, Florida, United States
33634
(Address of principal executive offices)   (Zip Code)

 

(905) 672-1900
(813) 313-1800
(Registrant’s telephone number, including area code)

 

N/A
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation 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))

 

 

 

 

 
 

 

Item 2.02. Results of Operations and Financial Condition.

 

On May 4, 2017, Cott Corporation (the “Company”) issued a press release reporting financial results for the fiscal quarter ended April 1, 2017. A copy of the press release is furnished herewith under the Securities Exchange Act of 1934, as amended, as Exhibit 99.1 to this Form 8-K and is incorporated by reference into this Item 2.02 as if fully set forth herein.

 

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

 

The Company’s Annual and Special Meeting of Shareowners (the “Meeting”) was held on Tuesday, May 2, 2017. As at the record date of March 13, 2017, 138,889,813 common shares were outstanding and entitled to notice of and to vote at the Meeting.

 

Election of Directors

 

At the Meeting, shareowners approved the election of Mark Benadiba, Jerry Fowden, David T. Gibbons, Stephen H. Halperin, Betty Jane Hess, Gregory R. Monahan, Mario Pilozzi, Andrew Prozes, Eric S. Rosenfeld and Graham W. Savage to serve for the ensuing year and until their respective successors are elected.

   

    For   Against   Withhold   Broker non-votes
Mark Benadiba   86,021,284   -   19,282,072   6,687,098
 
Jerry Fowden   104,747,016   -   556,340   6,687,098
 
David T. Gibbons   102,920,130   -   2,383,226   6,687,098
 
Stephen H. Halperin   103,686,400   -   1,616,956   6,687,098
 
Betty Jane Hess   87,143,761   -   18,159,595   6,687,098
 
Gregory R. Monahan    104,872,185   -   431,171   6,687,098
 
Mario Pilozzi    104,677,076   -   626,280   6,687,098
 
Andrew Prozes    102,819,746   -   2,483,610   6,687,098
 
Eric S. Rosenfeld    90,798,704   -   14,504,652   6,687,098
 
Graham W. Savage    87,245,951   -   18,057,405   6,687,098

 

 

Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Certified Public Accounting Firm

 

At the Meeting, shareowners approved the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered certified public accounting firm for its 2017 fiscal year.

 

For   Against   Withhold   Broker non-votes
 
111,557,607   117,061   315,786   -

 

 

Advisory Vote on Executive Compensation

 

At the Meeting, shareowners approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including Compensation Discussion and Analysis, compensation tables and narrative discussion.

 
 

 

 

For   Against   Withhold   Broker non-votes
 
104,267,681   690,234   345,440   6,687,099

 

Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation

At the Meeting, shareowners determined, on an advisory basis, that the advisory vote on the executive compensation of the named executive officers of the Company should occur every year.

 

                                     
One Year     Two Years     Three Years     Abstain     Broker non-votes  
         
 100,412,762       48,804       4,824,971       16,816       6,687,101    

 

Reduction in Stated Capital

 

At the Meeting, shareowners approved the reduction of the stated capital of the Company’s common shares to US$500 million.

 

For   Against   Withhold   Broker non-votes
 
104,904,082   55,406   343,866   6,687,100

 

Item 8.01. Other Events

On May 3, 2017, the Company announced that the Board of Directors declared a dividend of US$0.06 per common share, payable in cash on June 14, 2017 to shareowners of record at the close of business on June 2, 2017.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.   Description

 

 

 

     
99.1   Press Release of Cott Corporation, dated May 4, 2017 (furnished herewith).

 

 
 

SIGNATURES

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.

  Cott Corporation
(Registrant)



May 4, 2017

By: /s/ Marni Morgan Poe
Marni Morgan Poe

Vice President, General Counsel and Secretary