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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) May 4, 2023 (May 3, 2023)

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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

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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 3, 2023.

(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						33,743,941						499,095						21,642						2,127,679
Martha “Marty” S. Gervasi						33,901,269						341,017						22,392						2,127,679
James “Jim” D. Hope						33,966,919						275,165						22,594						2,127,679
Debra S. Oler						33,907,000						335,144						22,534						2,127,679
Manuel J. Perez de la Mesa						33,476,102						770,117						18,459						2,127,679
Carlos A. Sabater						33,909,547						332,517						22,614						2,127,679
Robert C. Sledd						32,312,267						1,933,748						18,663						2,127,679
John E. Stokely						27,672,067						6,573,197						19,414						2,127,679
David G. Whalen						33,726,579						516,044						22,055						2,127,679

 

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, 2023.  The final votes were as follows:

 

Number of Shares
For						Against						Abstain						Broker Non-Votes
34,746,467						1,627,356						18,534						—

 

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
33,352,180						737,161						175,337						2,127,679

Stockholders approved, on an advisory and non-binding basis, holding the future say-on-pay votes every year (the frequency vote).  Based on the outcome of the frequency vote and consistent with the its recommendation, the Board of Directors has determined that Pool Corporation will continue to hold the say-on-pay vote on an annual basis until the next required frequency vote. The final votes were as follows:

Number of Shares
Every Year						Every Two Years						Every Three Years						Abstain
34,035,500						6,912						203,922						18,344

Item 7.01 Regulation FD Disclosure.

 

On May 4, 2023, Pool Corporation issued the press release included herein as Exhibit 99.1.

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Item 9.01 Financial Statements and Exhibits.

 

(d)    Exhibits
99.1			Press release issued by Pool Corporation on May 4, 2023, 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 4, 2023