Form PRER14A Primo Water Corp /CN/

We are pleased to invite you to attend Primo Water Corporation’s (“Primo Water” or the “Company”) 2023 annual and special meeting of shareowners (including any adjournment or postponement thereof, the “meeting”), which will be held at 8:00 a.m. (local time in Tampa) on Wednesday, May 3, 2023. We will again hold our annual and special meeting of shareowners in a virtual-only format, via live audio webcast. You can access the meeting by visiting www.virtualshareholdermeeting.com/PRMW2023. You will be able to listen to the meeting live and submit questions and vote your shares while the meeting is being held.

At this meeting, you will have the opportunity to learn more about Primo Water and our strategy and to receive our financial results for the 2022 fiscal year. The notice of meeting and proxy statement that accompany this letter describe the business to be conducted at the meeting. You should also have received a BLUE universal proxy card or voting instruction form and postage-paid return envelope, through which your vote is being solicited on behalf of the Company’s board of directors (the “Board”).

Your vote will be especially important at the meeting. One of the proposals to be voted on at the meeting is to elect ten directors, each to serve on the Board for a term that expires at the Company’s 2024 annual meeting of shareowners, or until his or her respective successor is duly elected and qualified. As you may know, Legion Partners Holdings, LLC (collectively with its affiliates, “Legion”) submitted documents to the Company purporting to provide qualifying and timely notice (the “Purported Nomination Notice”) of an intent to nominate four candidates—Timothy P. Hasara, Henrik Jelert, Derek R. Lewis and Lori T. Marcus (collectively, the “Purported Legion Nominees”)—to the Board for election as directors at the meeting. The Company has informed Legion that the Purported Nomination Notice failed to comply with the Company’s Amended and Restated By-Law No. 1 (the “Amended and Restated By-Laws”) through material omissions and other deficiencies, including material omissions relating to certain prior or pending legal proceedings involving Mr. Jelert and Ms. Marcus (together, the “Rejected Legion Nominees”). After careful review of Legion’s supplement to its Purported Nomination Notice, the Board has determined to exercise its discretion and provide a limited waiver of the deficiencies in the Purported Nomination Notice with respect to Messrs. Hasara and Lewis (together, the “Allowed Legion Nominees”). Accordingly, the Allowed Legion Nominees have been included on the Company’s BLUE universal proxy card. The Board does NOT endorse any of the Purported Legion Nominees, and the presence of the Allowed Legion Nominees on the enclosed BLUE universal proxy card is NOT an approval of or comment on the fitness, character, suitability and other qualifications of the Allowed Legion Nominees. The Board urges you NOT to sign or return any proxy card or voting instruction form sent to you by or on behalf of Legion. If you have previously submitted a proxy card sent to you by or on behalf of Legion, you can revoke that proxy and have your shares voted for the Board’s nominees and on other matters to be voted on at the meeting by completing, signing, dating and returning the enclosed BLUE universal proxy card or by following the instructions provided on the BLUE universal proxy card to submit a proxy over the Internet or by attending the meeting and voting your shares in person (virtually).

You may receive proxy solicitation materials from Legion, including proxy statements and proxy cards. The Board recommends that you disregard them. We are not responsible for the accuracy of any information provided by or relating to Legion or the Purported Legion Nominees contained in any proxy materials filed or disseminated by, or on behalf of, Legion or any other statements that Legion or its representatives have made or may otherwise make. The Board, including all of its independent directors, strongly urges you NOT to sign or return any proxy card or voting instruction form sent to you by or on behalf of Legion.

We appreciate and encourage shareowner participation. We are confident that our slate of Board candidates has the right mix of professional achievement, skills, experiences and reputations that qualify each of the Company’s candidates to serve on the Board. We are committed to engaging with our shareowners and continuing to respond to shareowner concerns about the Company, and we believe we are well-positioned to oversee the execution of our long-term strategic plan to maximize value for the Company’s shareowners and other constituencies that the Company serves. The Board unanimously recommends that you vote “FOR” the re-election of Britta Bomhard, Susan E. Cates, Eric J. Foss, Jerry Fowden, Thomas J. Harrington, Gregory Monahan, Billy D. Prim, Eric Rosenfeld, Archana Singh and Steven P. Stanbrook on the BLUE universal proxy card. As the Purported Nomination Notice has been determined by the Board to be invalid with respect to the Rejected Legion Nominees under the Amended and Restated By-Laws, the BLUE universal proxy card does not include the names of the Rejected Legion Nominees and only contains the names of the Company’s nominees and the Allowed Legion Nominees.

Even if you cannot attend the meeting, it is very important that your shares be represented and voted, either through the Internet or by completing, signing and dating the enclosed BLUE universal proxy card in the envelope provided. Returning the BLUE universal proxy card or voting by Internet does not deprive you of your right to attend the meeting and to vote your shares. We encourage you to read the accompanying proxy statement and vote as soon as possible. If your shares are held by a broker, securities dealer, bank, trust company or other intermediary, we recommend that you instruct your intermediary to vote your shares on the BLUE universal proxy card.

Thank you for your ongoing support of Primo Water Corporation. Your vote and participation, no matter how many shares you own, are very important to us. We look forward to your cooperation.

If you have any questions or require assistance in authorizing a proxy or voting your common shares, or if you would like additional copies of the proxy materials, please contact:

The 2023 Annual and Special Meeting of Shareowners of Primo Water Corporation (“Primo Water” or the “Company”) will be held

The foregoing items of business are more fully described in the accompanying proxy statement. The Board recommends a vote “FOR” each of the Board’s ten director candidates named in the accompanying proxy statement and BLUE universal proxy card and a vote “FOR” each of the Company’s other proposals (except with respect to the proposal on the frequency of future executive compensation advisory votes, on which we recommend once every “1 YEAR”) on the BLUE universal proxy card. Only those shareowners as of the close of business on March 14, 2023 (the “Record Date”) are entitled to notice of and to vote at the meeting. The proxy statement and the BLUE universal proxy card are first being made available to shareowners on or about [•], 2023.

Your vote (whether cast by you personally or by proxy) will be especially important at the meeting. As you may know, Legion Partners Holdings, LLC (collectively with its affiliates, “Legion”) submitted documents to the Company purporting to provide qualifying and timely notice (the “Purported Nomination Notice”) of an intent to nominate four candidates—Timothy P. Hasara, Henrik Jelert, Derek R. Lewis and Lori T. Marcus (collectively, the “Purported Legion Nominees”)—to the Board for election as directors at the meeting. The Company has informed Legion that the Purported Nomination Notice failed to comply with the Company’s Amended and Restated By-Law No. 1 (the “Amended and Restated By-Laws”) through material omissions and other deficiencies, including material omissions relating to certain prior or pending legal proceedings involving Mr. Jelert and Ms. Marcus (together, the “Rejected Legion Nominees”). After careful review of Legion’s supplement to its Purported Nomination Notice, the Board has determined to exercise its discretion and provide a limited waiver of the deficiencies in the Purported Nomination Notice with respect to Messrs. Hasara and Lewis (together, the “Allowed Legion Nominees”). Accordingly, the Allowed Legion Nominees have been included on the Company’s BLUE universal proxy card. You may receive proxy solicitation materials from Legion. The Board does NOT endorse any of the Purported Legion Nominees, and the presence of the Allowed Legion Nominees on the enclosed BLUE universal proxy card is NOT an approval of or comment on the fitness, character, suitability and other qualifications of the Allowed Legion Nominees. The Board urges you NOT to sign or return any proxy card or voting instruction

form sent to you by or on behalf of Legion. If you have previously submitted a proxy card sent to you by or on behalf of Legion, you can revoke that proxy and have your shares voted for the Board’s nominees and on other matters to be voted on at the meeting by completing, signing, dating and returning the enclosed BLUE universal proxy card or by following the instructions provided on the BLUE universal proxy card to submit a proxy over the Internet or by attending the meeting and voting your shares in person (virtually).

The Company’s candidates for election as directors of the Company are listed in the accompanying proxy statement and BLUE universal proxy card. The Board strongly and unanimously recommends that you vote on the BLUE universal proxy card or voting instruction form “FOR” each of the Company’s candidates. As the Purported Nomination Notice has been determined by the Board to be invalid under the Amended and Restated By-Laws with respect to the Rejected Legion Nominees, the BLUE universal proxy card does not include the names of the Rejected Legion Nominees and only includes the names of the Company’s nominees and the Allowed Legion Nominees. However, if a court of competent jurisdiction subsequently determines that the Purported Nomination Notice is valid with respect to either or both of the Rejected Legion Nominees, then the Company will amend its proxy statement and the accompanying BLUE universal proxy card to comply with the applicable requirements of Schedule 14A and Rule 14a-19 of the Securities Exchange Act of 1934, as amended, and the other rules and regulations promulgated thereunder, and to include the names of all of the Purported Legion Nominees that have been validly nominated on a universal proxy card and will mail the revised proxy statement and a revised BLUE universal proxy card to shareowners. In addition, in this scenario, no proxies or votes received on the Company’s previously circulated proxy card or voting instruction form that does not include the names of all of the Purported Legion Nominees will be recognized, be tabulated at the meeting or have any legal effect. These proxies or votes will be disregarded. Accordingly, if you vote on the Company’s BLUE universal proxy card accompanying this proxy statement and any subsequent litigation results in the conclusion that the Purported Nomination Notice is valid with respect to either or both of the Rejected Legion Nominees, your votes will not be recognized, be tabulated at the meeting or have any legal effect, and you will need to vote again for your vote to be counted. In the event that a court of competent jurisdiction subsequently determines that the Purported Nomination Notice is valid with respect to either or both of the Rejected Legion Nominees, the Company may also need to delay the meeting to allow time for shareowners to receive and consider the new proxy materials, including a revised BLUE universal proxy card.

Whether or not you plan to attend the meeting, we encourage you to submit your proxy as soon as possible by voting through the Internet or by completing, signing and dating the enclosed BLUE universal proxy card. You are urged to vote your shares promptly even if your shares have been sold after the record date. For specific instructions on how to vote your shares, please refer to the BLUE universal proxy card or the section entitled “Questions and Answers About the Meeting” on page 2 of the proxy statement.

If your common shares are held by a broker, securities dealer, bank, trust company or other intermediary (i.e., your shares are held in “street name”), you will receive a voting instruction form from that broker, securities dealer, bank, trust company or other intermediary. You must provide voting instructions by completing the voting instruction form and returning it to your broker, securities dealer, bank, trust company or other intermediary for your shares to be voted. We recommend that you instruct your broker, securities dealer, bank, trust company or other intermediary to vote your shares on the BLUE universal proxy card. The proxy is revocable and will not affect your right to vote in person if you attend the meeting.

It is important that your shares be represented at the meeting, even if you plan to attend the meeting, to ensure that your shares will be represented. You do not need to attend the meeting to vote if you vote your shares before the meeting. If you are a record holder, you may vote your shares by mail or the Internet as described in the BLUE universal proxy card. You may also vote in person (virtually) at the meeting. If your shares are held by a broker, securities dealer, bank, trust company or other intermediary, you must follow the instructions provided by your broker, securities dealer, bank, trust company or other intermediary to vote your shares. If you plan to attend the meeting and vote your shares in person (virtually) at the meeting, you need to make the necessary arrangements with your intermediary.

Our proxy statement, form of proxy and 2022 annual report are available at our website (www.primowatercorp.com), as well as our profile on SEDAR (www.sedar.com) and EDGAR (www.sec.gov).

Please complete, sign, date and promptly return the enclosed BLUE universal proxy card in the envelope provided, or grant a proxy and give voting instructions by Internet, so that you may be represented at the meeting. Instructions are on your BLUE universal proxy card or on the voting instruction form provided by your broker, securities dealer, bank, trust company or other intermediary.

Brokers cannot vote on any of the proposals without your instructions.

The accompanying proxy statement provides a detailed description of the business to be conducted at the meeting. We urge you to read the accompanying proxy statement, including the appendices, carefully and in their entirety.

If you have any questions concerning the business to be conducted at the meeting, or if you would like additional copies of proxy materials, or require assistance in authorizing a proxy or voting your common shares, please contact:

A BLUE universal proxy card is enclosed with this booklet. This BLUE universal proxy card may be used to vote your shares if you are unable to attend the meeting. Instructions on how to vote using this BLUE universal proxy card are found starting on page 2 of this proxy statement.

If your shares are held on your behalf or for your account by a broker, securities dealer, bank, trust company or other intermediary, you will not be able to vote unless you carefully follow the instructions provided by your intermediary.

The accompanying proxy statement and BLUE universal proxy card are furnished in connection with the solicitation of proxies by or on behalf of the board of directors for use at the annual and special meeting of shareowners to be held on Wednesday, May 3, 2023 and any continuation of the meeting after an adjournment of such meeting.

If you are a shareowner and wish to receive (or continue to receive) our quarterly interim financial statements (and the related management discussion and analysis) by mail, you must complete and return the enclosed request form. If you do not do so, quarterly financial statements will not be sent to you. Financial results are announced by media release, and financial statements are available on our website at www.primowatercorp.com, on the SEDAR website maintained by the Canadian securities regulators at www.sedar.com and on the EDGAR website maintained by the United States Securities and Exchange Commission at www.sec.gov.

This proxy statement and accompanying BLUE universal proxy card are furnished in connection with the solicitation of proxies by or on behalf of the board of directors (the “Board”) of Primo Water Corporation (“Primo Water” or the “Company”) for use at the Company’s 2023 annual and special meeting of shareowners (including any adjournments or postponements thereof, the “meeting”) that is to be held at the time and place, and for the purposes, described in the accompanying notice of the meeting.

We are first mailing or making available to shareowners this proxy statement, BLUE universal proxy card, our 2022 annual report and related materials on or about [•], 2023. All dollar amounts are in United States dollars unless otherwise stated. All information contained in this proxy statement is as of March 14, 2023, unless otherwise indicated. Our fiscal year ends on the Saturday closest to December 31 of each year. In this proxy statement, therefore, references to the year 2020 are to the fiscal year ended January 2, 2021, references to the year 2021 are to the fiscal year ended January 1, 2022, and references to the year 2022 are to the fiscal year ended December 31, 2022. As used herein, “GAAP” means United States generally accepted accounting principles.

We will again hold our annual and special meeting of shareowners in a virtual meeting, via live audio webcast. Shareowners can access the meeting by visiting www.virtualshareholdermeeting.com/PRMW2023. To participate in the meeting, shareowners will need the 16-digit control number included on their proxy cards or on the instructions that accompany the proxy materials. We recommend that shareowners carefully review in advance the procedures needed to gain admission virtually to the meeting. Technicians will be ready to assist you with any technical difficulties you may have accessing the meeting. If you encounter any difficulties accessing the meeting during check-in or during the meeting, please call the technical support number that will be posted on the meeting login page at www.virtualshareholdermeeting.com/PRMW2023.

We designed the format of the online meeting to ensure that our shareowners who attend the meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance shareowner access, participation and communication through online tools. We will take the following steps to ensure such an experience:

If there are any questions that cannot be addressed due to time constraints or for any other reason, we will post answers to such questions on our website following the meeting. If we receive substantially similar questions, we may group them together and provide a single response to avoid repetition. Only questions that are relevant to the purpose of the meeting or our business will be answered.

The Board is soliciting your proxy for use at our meeting because you owned the Company’s common shares as of the close of business on March 14, 2023 (the “Record Date”) and, therefore, are entitled to vote at the meeting on the following proposals:

We will also consider any other business that properly comes before the meeting. If any other matters are properly brought before the meeting, the persons named in the enclosed BLUE universal proxy card or voting instruction form will vote the shares they represent in accordance with the instructions of the Board to the extent permitted by Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated therein (the “Exchange Act”).

The Board, on behalf of the Company, is soliciting your proxy to vote your shares on all matters scheduled to come before the meeting, whether or not you attend in person. By submitting your proxy and voting instructions over the Internet, or by completing, signing, dating and returning the BLUE universal proxy card, you are authorizing the persons named as proxies to vote your common shares at the meeting as you have instructed.

Legion Partners Holdings, LLC (collectively with its affiliates, “Legion”) submitted documents to the Company purporting to provide qualifying and timely notice (the “Purported Nomination Notice”) of an intent to nominate four candidates—Timothy P. Hasara, Henrik Jelert, Derek R. Lewis and Lori T. Marcus (collectively, the “Purported Legion Nominees”)—for election to the Board at the meeting. The Company has informed Legion that the Purported Nomination Notice failed to comply with the Company’s Amended and Restated By-Laws through material omissions and other deficiencies, including material omissions relating to certain prior or pending legal proceedings involving Mr. Jelert and Ms. Marcus (together, the “Rejected Legion Nominees”). After careful review of Legion’s supplement to the Purported Nomination Notice, the Board has determined to exercise its discretion and provide a limited waiver of the deficiencies in the Purported Nomination Notice with respect to Messrs. Hasara and Lewis (together, the “Allowed Legion Nominees”). Accordingly, the Allowed Legion Nominees have been included on the Company’s BLUE universal proxy card. The Purported Legion Nominees have NOT been endorsed by the Board, and the presence of the Allowed Legion Nominees on the enclosed BLUE universal proxy card is NOT an approval of or comment on the fitness, character, suitability and other qualifications of the Allowed Legion Nominees. You may receive proxy solicitation materials from Legion, including proxy statements and proxy cards. The Board recommends that you disregard them. We are not responsible for the accuracy of any information provided by or relating to Legion or the Purported Legion Nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Legion or any other statements that Legion or its representatives have made or may otherwise make.

As the Purported Nomination Notice has been determined by the Board to be invalid with respect to the Rejected Legion Nominees under the Company’s Amended and Restated By-Laws, the BLUE universal proxy card does not include the names of the Rejected Legion Nominees and only includes the names of the Company’s nominees and the Allowed Legion Nominees. However, if a court of competent jurisdiction subsequently determines that the

Purported Nomination Notice is valid with respect to either or both of the Rejected Legion Nominees, then the Company will amend its proxy statement and the accompanying BLUE universal proxy card to comply with the applicable requirements of Schedule 14A and Rule 14a-19 of the Securities Exchange Act of 1934, as amended, and the other rules and regulations promulgated thereunder, and to include the names of all of the Purported Legion Nominees that have been validly nominated on a universal proxy card and will mail the revised proxy statement and a revised BLUE universal proxy card to shareowners. In addition, in this scenario, no proxies or votes received on the Company’s previously circulated universal proxy card or voting instruction form that does not include the names of all of the Purported Legion Nominees will be recognized, be tabulated at the meeting or have any legal effect. These proxies or votes will be disregarded. Accordingly, if you vote on the Company’s BLUE universal proxy card accompanying this proxy statement and any subsequent litigation results in the conclusion that the Purported Nomination Notice is valid with respect to either or both of the Rejected Legion Nominees, your votes will not be recognized, be tabulated at the meeting or have any legal effect, and you will need to vote again for your vote to be counted. In the event that a court of competent jurisdiction subsequently determines that the Purported Nomination Notice is valid with respect to either or both of the Rejected Legion Nominees, the Company may also need to delay the meeting to allow time for shareowners to receive and consider the new proxy materials, including a revised BLUE universal proxy card.

We ask that you only cast your votes “FOR” Britta Bomhard, Susan E. Cates, Eric J. Foss, Jerry Fowden, Thomas J. Harrington, Gregory Monahan, Billy D. Prim, Eric Rosenfield, Archana Singh and Steven P. Stanbrook. Shareowners should refer to Legion’s proxy statement for the names, backgrounds, qualifications and other information concerning the Allowed Legion Nominees. You may access Legion’s proxy statement, and any other relevant documents, without cost on the Security and Exchange Commission’s (the “SEC”) website.

The Board is pleased to nominate for election as directors the following persons—Britta Bomhard, Susan E. Cates, Eric J. Foss, Jerry Fowden, Thomas J. Harrington, Gregory Monahan, Billy D. Prim, Eric Rosenfield, Archana Singh and Steven P. Stanbrook, each of whom is an incumbent director of the Company and is named in this proxy statement and on the enclosed BLUE universal proxy card. We believe our candidates have the breadth of relevant and diverse experiences, integrity and commitment necessary to continue to grow the Company for the benefit of all of the Company’s shareowners.

Your vote will be particularly important at the meeting. As you may know, the Company received the Purported Nomination Notice from Legion of its intent to propose the Purported Legion Nominees to the Board for election as directors at the meeting, in opposition to the election of the Company’s candidates. The Company has informed Legion that the Purported Nomination failed to comply with the Amended and Restated By-Laws through material omissions and other deficiencies, including material omissions relating to certain prior or pending legal proceedings involving the two Rejected Legion Nominees. After careful review of Legion’s supplement to its Purported Nomination Notice, the Board has determined to exercise its discretion and provide a limited waiver of the deficiencies in the Purported Nomination Notice with respect to the Allowed Legion Nominees. Accordingly, the Allowed Legion Nominees have been included on the Company’s BLUE universal proxy card.

The Board does NOT endorse any of the Purported Legion Nominees, including the Allowed Legion Nominees whose names have been included on the Company’s BLUE universal proxy card, and the presence of the Allowed Legion Nominees on the enclosed BLUE universal proxy card is NOT an approval of or comment on the fitness, character, suitability and other qualifications of the Allowed Legion Nominees. You may receive proxy solicitation materials from or on behalf of Legion, including proxy statements and proxy cards. The Board recommends that you disregard them. We are not responsible for the accuracy of any information provided by or relating to Legion, the Purported Legion Nominees or any proposal contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Legion or any other statements that Legion or its representatives have made or may otherwise make.

As the Purported Nomination Notice has been determined by the Board to be invalid with respect to the Rejected Legion Nominees under the Company’s Amended and Restated By-Laws, the BLUE universal proxy card does not include the names of the Rejected Legion Nominees and only includes the names of the Company’s nominees and the Allowed Legion Nominees. However, if a court of competent jurisdiction subsequently determines that the Purported Nomination Notice is valid with respect to either or both of the Rejected Legion Nominees, then the Company will amend its proxy statement and the accompanying BLUE universal proxy card to comply with the applicable requirements of Schedule 14A and Rule 14a-19 of the Securities Exchange Act of 1934, as amended, and

the other rules and regulations promulgated thereunder, and to include the names of all of the Purported Legion Nominees that have been validly nominated on a universal proxy card and will mail the revised proxy statement and a revised BLUE universal proxy card to shareowners. In addition, in this scenario, no proxies or votes received on the Company’s previously circulated universal proxy card or voting instruction form that does not include the names of all of the Purported Legion Nominees that have been validly nominated will be recognized, be tabulated at the meeting or have any legal effect. These proxies or votes will be disregarded. Accordingly, if you vote on the Company’s BLUE universal proxy card accompanying this proxy statement and any subsequent litigation results in the conclusion that the Purported Nomination Notice is valid with respect to either or both of the Rejected Legion Nominees, your votes will not be recognized, be tabulated at the meeting or have any legal effect, and you will need to vote again for your vote to be counted. In the event that a court of competent jurisdiction subsequently determines that the Purported Nomination Notice is valid with respect to either or both of the Rejected Legion Nominees, the Company may also need to delay the meeting to allow time for shareowners to receive and consider the new proxy materials, including a revised BLUE universal proxy card.

The Board recommends a vote “FOR” the election of each of the director nominees recommended by the Board and named in this proxy statement on the enclosed BLUE universal proxy card and strongly and unanimously urges you to NOT sign or return any proxy card(s) or voting instruction form(s) that you may receive from or on behalf of Legion.

To vote “FOR” all of the Board’s nominees, please complete, sign, date and return the enclosed BLUE universal proxy card or follow the instructions provided in the BLUE universal proxy card for submitting a proxy over the Internet or vote in person (virtually) at the meeting. Please vote by whichever method is most convenient for you to ensure that your shares are represented at the meeting.

If you have previously signed any proxy card sent to you by Legion in respect of the meeting, you can revoke it by completing, signing, dating and returning the enclosed BLUE universal proxy card or by following the instructions provided in the BLUE universal proxy card for submitting a proxy to vote your shares over the Internet or voting at the meeting. Completing, signing, dating and returning any proxy card that Legion may send to you, even with instructions to vote “withhold” with respect to the Purported Legion Nominees, will cancel any proxy you may have previously submitted to have your shares voted on the Company’s BLUE universal proxy card as only your latest proxy card or voting instruction form will be counted.

Non-registered beneficial shareowners who own their shares in “street name” should follow the voting instructions provided by their intermediary to ensure that their shares are represented and voted at the meeting, or to revoke prior voting instructions. The Board urges you to instruct your intermediary to vote “FOR” the Board’s nominees, “FOR” Proposal 2, “FOR” Proposal 3, “1 YEAR” on Proposal 4 and “FOR” Proposal 5 by completing, signing, dating and returning only the enclosed BLUE universal proxy card.

If you mark a “FOR” vote with respect to less than ten nominees under Proposal 1, your shares will only be voted “FOR” those nominees you have marked. If you vote “FOR” more than ten nominees, all of your votes on Proposal 1 will be invalid and will not be counted.

We do not expect that any other items of business will be presented for consideration at the meeting other than those described in this proxy statement. However, by completing, signing, dating and returning a BLUE universal proxy card or submitting your proxy or voting instructions over the Internet, you will give to the persons named as proxies discretionary voting authority with respect to any matter that may properly come before the meeting, and of which we did not have notice at least by [•], and such persons named as proxies intend to vote on any such other matter in accordance with the instructions of the Board to the extent permitted by Rule 14a-4(c) of the Exchange Act.

The Board unanimously recommends that you vote by proxy using the BLUE universal proxy card with respect to the proposals as follows:

We describe each proposal and the Board’s reason for its recommendation with respect to each proposal on pages 18, 79, 82, 83 and 84 and elsewhere in this proxy statement.

The Record Date is used to determine shareowners who are entitled to receive notice of the meeting. Shareowners at the close of business on that date will be entitled to vote at the meeting. As of the Record Date, 159,710,314 common shares were outstanding. Each common share entitles the holder to one vote on all matters presented at the meeting.

The meeting requires a quorum, which for this meeting means:

All matters that are scheduled to be voted upon at the meeting, with the exception of the election of directors, are ordinary resolutions. Ordinary resolutions are passed by a simple majority of votes cast—if more than half of the votes that are cast are cast in favor, the resolution passes.

In an uncontested election, the directors nominated must be elected by ordinary resolution of the shareowners. Pursuant to Primo Water’s Majority Voting and Director Resignation Policy, if a nominee in an uncontested election does not receive the vote of at least the majority of the votes cast (including votes “for” and votes “withheld”), such director is required to promptly deliver written notice to the ESG and Nominating Committee offering to resign from the Board. However, pursuant to Primo Water’s Majority Voting and Director Resignation Policy, a plurality voting standard will apply in a contested election. That means, if more than ten persons are nominated for election at the meeting and/or proxies are being solicited for election of directors by any party other than Primo Water, the ten nominees receiving the highest number of “FOR” votes will be elected to the Board. The Board has determined that Legion’s Purported Nomination Notice failed to comply with the Company’s Amended and Restated By-Laws through material omissions and other deficiencies, including material omissions relating to certain prior or pending legal proceedings involving the Rejected Legion Nominees. After careful review of Legion’s supplement to its Purported Nomination Notice, the Board has determined to exercise its discretion and provide a limited waiver of the deficiencies in the Purported Nomination Notice with respect to the Allowed Legion Nominees. Accordingly the Allowed Legion Nominees have been included on the Company’s BLUE universal proxy card. The presence of the Allowed Legion Nominees on the enclosed BLUE universal proxy card is NOT an endorsement or approval of or

comment on the fitness, character, suitability and other qualifications of the Allowed Legion Nominees. Legion has sought to challenge the Board’s decision to invalidate the Purported Nomination Notice and has publicly disclosed an intent to solicit proxies for the election of the Allowed Legion Nominees while its challenge is pending in court and with the applicable regulatory authority. So long as the election of directors at the meeting remains contested, a plurality voting standard will apply. Primo Water’s Majority Voting and Director Resignation Policy is described more particularly below under the heading “Majority Voting and Director Resignation Policy” on page 29 of this proxy statement.

The approval of Primo Water’s independent registered certified public accounting firm and the Amended and Restated By-Laws must be approved by ordinary resolution of the shareowners.

Due to the non-binding advisory nature of the matter to be voted upon in respect of the compensation of our executive officers, there is no minimum vote requirement for the proposal. However, the matter will be considered to have passed with the affirmative vote of a majority of the votes cast by shareowners that are present or represented and entitled to vote at the meeting. Similarly, since the non-binding advisory vote on the frequency of say-on-pay votes seeks the input of shareowners and provides shareowners with multiple voting options, the options being every one, two or three years, there is no minimum vote requirement for the proposal. Instead, the frequency option receiving the greatest number of votes will be considered the frequency recommended by shareowners.

Proxies may be marked “FOR,” “AGAINST” or “WITHHOLD/ABSTAIN.” Abstentions/withholding are counted for purposes of establishing a quorum, but they are not counted as votes cast for or against a proposal. To the extent that Legion provides proxy materials to a broker who holds shares for a beneficial owner, broker non-votes from such brokers will not be counted for purposes of determining the presence of a quorum at the meeting and will not be counted as votes cast for or against any proposal. However, if a broker receives proxy materials only from the Company, broker non-votes will be counted for purposes of determining the presence of a quorum but will not be counted as votes cast for or against any proposal.

A proxy is a document that authorizes another person to attend the meeting and cast votes on behalf of a registered shareowner at the meeting. Your proxyholder is the person you appoint to cast your votes for you at the meeting. Your proxy authorizes the proxyholder to vote and otherwise act for you at the meeting, including any continuation of the meeting if it is adjourned.

If you are a registered shareowner, you can grant a proxy by following the instructions on the accompanying BLUE universal proxy card. You may also use any other legal form of proxy. The persons named in the enclosed BLUE universal proxy card are directors or officers of Primo Water. You may choose those individuals or any other person to be your proxyholder. Your proxyholder does not have to be a shareowner of Primo Water. If you want to authorize a director or officer of Primo Water who is named on the enclosed BLUE universal proxy card as your proxyholder, please leave the line near the top of the BLUE universal proxy card proxy form blank, as their names are pre-printed on the form. If you want to authorize another person as your proxyholder, fill in that person’s name in the blank space located near the top of the enclosed BLUE universal proxy card.

If you are a non-registered beneficial shareowner, you can grant a proxy by following the instructions your intermediary provides to you.

The following instructions are for registered shareowners only. If you are a non-registered beneficial shareowner, please follow your intermediary’s instructions on how to vote your shares. See below under “If I am a non-registered beneficial shareowner, how can I vote my shares.”

Primo Water is holding the meeting in a virtual-only format and shareowners will not be able to attend the meeting in person. Registered shareowners who attend the meeting online by accessing www.virtualshareholdermeeting.com/PRMW2023 may electronically vote the shares registered in their name on resolutions put before the meeting. If you are a registered holder who will attend and vote online at the meeting, you do not need to complete or return the BLUE universal proxy card, although you are requested to do so. Whether or not you plan to attend the meeting, we recommend that you also submit your proxy by Internet or mail so that your vote will be

counted if you later decide not to attend the meeting. Sending in a proxy card will not prevent a registered shareowner from voting online at the meeting. Such registered shareowner’s vote will be taken and counted at the meeting. If you are attending the meeting, please log-on to the meeting in advance to ensure that your vote will be counted.

If you are a registered shareowner but do not plan to attend the online meeting, there are four ways that you can vote your proxy:

If your common shares are not registered in your name but in the name of an intermediary (typically a bank, trust company, securities dealer or broker, or a clearing agency in which an intermediary participates), then you are a non-registered beneficial shareowner (as opposed to a registered shareowner). Copies of this document have been distributed to intermediaries who are required to deliver them to, and seek voting instructions from, our non-registered beneficial shareowners. Intermediaries often use a service company (such as Broadridge) to forward meeting materials to non-registered beneficial shareowners. Primo Water intends to pay for intermediaries to deliver proxy-related materials and the request for voting instructions (Form 54-101F7) to “objecting beneficial owners” in accordance with National Instrument 54-101—Communication with Beneficial Owners of Securities. If you are a non-registered beneficial shareowner, you can vote your common shares by proxy, by following the instructions your intermediary provides to you, through your intermediary or at the meeting. As a non-registered beneficial shareowner, while you are invited to attend the meeting, you will not be entitled to vote at the meeting unless you make the necessary arrangements with your intermediary to do so.

If you do not provide voting instructions to your intermediary, then your common shares will not be voted at the meeting on any proposal with respect to which the intermediary does not have discretionary authority. To the extent that Legion provides a proxy card to an intermediary who holds shares for a non-registered beneficial shareowner, none of the matters to be voted on at the Meeting will be considered a discretionary matter under the rules of the various regional and national exchanges of which the intermediary is a member (the “Broker Rules”), which means that an intermediary that is subject to the Broker Rules will not have authority to vote shares held by a non-registered shareowner without instructions from the non-registered shareowner. If you are a non-registered shareowner, please instruct the intermediary how to vote your common shares using the voting instruction form

provided by your intermediary so that your vote can be counted. The voting instruction form provided by the intermediary holding your common shares may also include information about how to submit your voting instructions over the Internet. The BLUE universal proxy card accompanying this proxy statement will provide information regarding Internet voting.

Primo Water is holding the meeting in a virtual-only format and shareowners will not be able to attend the meeting in person. A non-registered beneficial shareowner who received a voting instruction form from the intermediary and who wishes to attend and vote at the meeting online by accessing www.virtualshareholdermeeting.com/PRMW2023 (or have another person attend and vote on their behalf) should strike out the proxyholders named in the voting instruction form and insert the non-registered beneficial shareowner’s (or such other person’s) name in the blank space provided or follow the corresponding instructions provided by the intermediary. However, even if you plan to attend the meeting, Primo Water recommends that you vote your shares in advance, so that your vote will be counted in the event you later decide not to attend the meeting. This will not prevent a non-registered beneficial shareowner from voting at the meeting. Such non-registered beneficial shareowner’s vote will be taken and counted at the meeting. If you are attending the meeting, please log on to the meeting in advance to ensure that your vote will be counted.

As a registered shareowner as of the close of business on the Record Date for the meeting, if you properly, complete, sign date and return a BLUE universal proxy card, your common shares will be voted as you specify. However, if you return your signed and dated BLUE universal proxy card or submit your proxy by Internet but do not specify how you want your common shares voted, then your common shares will be voted by the persons names as proxyholders on the BLUE universal proxy card “FOR” each of the Company’s ten director candidates named in the accompanying proxy statement and BLUE universal proxy card and a vote “FOR” each of the Company’s other proposals (except with respect to the proposal on the frequency of future executive compensation advisory votes, which will be voted as once every “1 YEAR”) on the BLUE universal proxy card.

If, on the Record Date, your shares were held in an account at a bank, securities dealer, broker, trust company or other intermediary, then you are the non-registered beneficial shareowner of shares held in “street name.” The organization holding your account is considered the shareowner of record for purposes of voting at the meeting. As a non-registered beneficial shareowner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the meeting. However, because you are not a registered shareowner, you may not vote your shares at the meeting unless you request and obtain a valid legal proxy from your

broker or other intermediary. Please follow the instructions from your bank, securities dealer, broker, trust company or other intermediary, or contact your intermediary to request a legal proxy. If you hold your shares in “street name,” please instruct your intermediary how to vote your shares using the voting instruction form provided by your bank, securities dealer, broker, trust company or other intermediary so that your vote can be counted. The voting instruction form provided by your intermediary may also include information about how to submit your voting instructions over the Internet or by telephone, if such options are available.

A “broker non-vote” occurs when the broker holding shares for a non-registered beneficial shareowner has not received voting instructions from the non-registered beneficial shareowner and does not have discretionary authority to vote the shares. If you own your shares in “street name” and do not provide voting instructions to your broker, then your shares will not be voted at the meeting on any proposal with respect to which your broker does not have discretionary authority and discretionary authority is permissible at an annual meeting. To the extent that Legion provides a proxy card to shareowners who hold their shares in “street name,” all of the matters to be voted on at the meeting will be considered “non-routine” matters. In that case, your broker will not have discretionary authority to vote your shares at the meeting on any proposal. If you do not provide voting instructions to your bank, securities dealer, broker, trust company or other intermediary holding common shares for you, your shares will not be voted with respect to any of Proposal 1, 2, 3, 4 or 5. Further, the broker non-votes will not be counted for purposes of determining whether a quorum exists at the meeting. Therefore, if your shares are held in “street name,” we encourage you to provide voting instructions on a voting instruction form provided by the bank, securities dealer, broker, trust company or other intermediary that holds your shares, in each case by carefully following the instructions provided.

However, for brokerage accounts that receive proxy materials only from the Company, the broker will be entitled to vote shares held for a non-registered beneficial shareowner on routine matters, such as Proposal 2, without instructions from the non-registered beneficial shareowner of those shares. In that event, the broker is not entitled to vote the shares on non-routine items. Accordingly, if you receive proxy materials only from the Company and you do not submit any voting instructions to your broker, your broker may exercise discretion to vote your shares on Proposal 2, even in the absence of your instruction. If your shares are voted on Proposal 2, as directed by your broker, your shares will constitute “broker non-votes” on each of the non-routine proposals (i.e., Proposals 1, 3, 4 and 5). In the event your brokerage account receives proxy materials only from the Company, the “broker non-votes” will be counted for purposes of determining whether a quorum exists at the meeting.

In addition to being able to submit to Primo Water or the intermediary, as applicable, a voting instruction form, non-registered beneficial shareowners are permitted to submit any other documents in writing that requests that the beneficial shareowner or a nominee thereof be appointed as a proxyholder.

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before the meeting by delivering to our Secretary a written notice of revocation or a duly executed proxy bearing a later date, by voting via the Internet at a later date or by attending the meeting and voting at the meeting. You may send a written notice to our Secretary to the following address: 1150 Assembly Drive, Suite 800, Tampa, Florida 33607.

This revocation must be received by our Secretary before the meeting (or before the date of the reconvened meeting if it is adjourned), or in any other way permitted by law.

If you revoke your proxy and do not replace it with another form of proxy that is properly deposited, you may still vote shares registered in your name online during the meeting.

If you have already voted using a proxy card sent to you by or on behalf of Legion, you have every right to change your vote. We urge you to revoke that proxy by voting in favor of the Board’s nominees by using the enclosed BLUE universal proxy card. Only the latest dated and validly executed proxy that you submit will count. If you hold your shares in an account at an intermediary, follow the instructions provided to change your vote.

We may conduct multiple mailings prior to the meeting to ensure shareowners have our latest proxy information and materials to vote. In that event, we will send you a new BLUE universal proxy card or voting instruction form with each mailing, regardless of whether you have previously voted. You may also receive more than one set of proxy

materials, including multiple BLUE universal proxy cards, if you hold shares that are registered in more than one account—please vote the BLUE universal proxy card for every account you own. The latest dated proxy you submit will be counted. IF YOU WISH TO VOTE AS RECOMMENDED BY THE BOARD, THEN YOU SHOULD ONLY SUBMIT BLUE UNIVERSAL PROXY CARDS.

Legion submitted the Purported Nomination Notice to the Company, which purported to provide the Company qualifying and timely notice of its intent to nominate the Purported Legion Nominees for election as directors to the Board in opposition to the election of the Company’s director candidates. The Company has informed Legion that the Purported Nomination Notice failed to comply with the Amended and Restated By-Laws through material omissions and other deficiencies, including material omissions relating to certain prior or pending legal proceedings involving the Rejected Legion Nominees. Based on a careful review of Legion’s supplement to its Purported Nomination Notice, the Board has determined to exercise its discretion and provide a limited waiver of the deficiencies in the Purported Nomination Notice with respect to the Allowed Legion Nominees. Accordingly, the Allowed Legion Nominees have been included on the Company’s BLUE universal proxy card. The presence of the Allowed Legion Nominees on the enclosed BLUE universal proxy card is NOT an endorsement or approval of or comment on the fitness, character, suitability and other qualifications of the Allowed Legion Nominees. You may receive proxy solicitation materials from Legion, including opposition proxy statements and proxy cards. The Board recommends that you disregard them. We are not responsible for the accuracy of any information provided by or relating to Legion or the Purported Legion Nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Legion or any other statements that Legion or its representatives have made or may otherwise make.

As the Purported Nomination Notice has been determined by the Board to be invalid with respect to the Rejected Legion Nominees under the Amended and Restated By-Laws, the BLUE universal proxy card accompanying this proxy statement does not include the names of the Rejected Legion Nominees and only contains the names of the Company’s nominees and the Allowed Legion Nominees. However, if a court of competent jurisdiction subsequently determines that the Purported Nomination Notice is valid with respect to either or both of the Rejected Legion Nominees, then the Company will amend its proxy statement and the accompanying BLUE universal proxy card to comply with the applicable requirements of Schedule 14A and Rule 14a-19 of the Securities Exchange Act of 1934, as amended, and the other rules and regulations promulgated thereunder, and to include the names of all of the Purported Legion Nominees that have been validly nominated on a universal proxy card and will mail the revised proxy statement and a revised BLUE universal proxy card to shareowners. In addition, in this scenario, no proxies or votes received on the Company’s previously circulated proxy card or voting instruction form that does not include the names of all of the Purported Legion Nominees will be recognized, be tabulated at the meeting or have any legal effect. These proxies or votes will be disregarded. Accordingly, if you vote on the Company’s BLUE universal proxy card accompanying this proxy statement and any subsequent litigation results in the conclusion that the Purported Nomination Notice is valid with respect to either or both of the Rejected Legion Nominees, your votes will not be recognized, be tabulated at the meeting or have any legal effect, and you will need to vote again for your vote to be counted. In the event that a court of competent jurisdiction subsequently determines that the Purported Nomination Notice is valid with respect to either or both of the Rejected Legion Nominees, the Company may also need to delay the meeting to allow time for shareowners to receive and consider the new proxy materials, including a revised BLUE universal proxy card.

The Board strongly and unanimously urges you NOT to sign or return any proxy cards or voting instruction forms that you may receive from or on behalf of Legion, not even for the purpose of voting “WITHHOLD” with respect to the Purported Legion Nominees. We are not responsible for the accuracy of any information provided by or relating to Legion, the Purported Legion Nominees or any proposal contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Legion or any other statements that Legion or its representatives have made or may otherwise make. If you have already voted using the proxy card provided by or on behalf of Legion, you have every right to change your vote by completing, signing, dating and returning the enclosed BLUE universal proxy card or by voting over the Internet by following the instructions provided on the enclosed BLUE universal proxy card or voting instruction form. Only the latest proxy you submit will be counted. If you wish to vote pursuant to the recommendation of the Board, you should disregard any proxy card that you receive other than the BLUE universal proxy card.

If you have any questions or need assistance voting, or would like additional copies of proxy materials, please contact MacKenzie Partners, Inc. by phone toll-free at 1-800-322-2885 or by email at [email protected].

Shareowners are encouraged to submit their votes on the BLUE universal proxy card. If Legion withdraws or abandons its solicitation or fails to comply with the universal proxy rules after a shareowner has already granted proxy authority to Legion, shareowners can still sign and date a later submitted BLUE universal proxy card.

If Legion withdraws or abandons its solicitation or fails to comply with the universal proxy rules, any votes cast in favor of the Allowed Legion Nominees will be disregarded and not be counted, whether such vote is provided on the Company’s BLUE universal proxy card or Legion’s proxy card.

Unless a court of competent jurisdiction subsequently determines that the Purported Nomination Notice is valid with respect to either or both of the Rejected Legion Nominees, any votes cast in favor of the Rejected Legion Nominees will be disregarded and not be counted at the meeting. As of the date of this proxy statement, Legion has publicly disclosed that it has determined not to include the Rejected Legion Nominees on its universal proxy card until a court or regulator intervenes to validate Legion’s Purported Nomination Notice and orders the Company to refile its proxy materials validating Legion’s nomination of the Rejected Legion Nominees.

Broadridge counts and tabulates proxies in a manner that preserves the confidentiality of your votes. Proxies will not be submitted to management unless:

The costs and expenses of the Board’s soliciting proxies, including the preparation, assembly and mailing of this proxy statement, the BLUE universal proxy card, the Notice of the Annual and Special Meeting of Shareowners and any additional information furnished to shareowners will be borne by Primo Water. In addition, Primo Water may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. Proxies may also be solicited on behalf of the Board by certain of our directors, officers and staff members, without additional compensation, personally or by telephone, telegram, letter or facsimile. Other than the persons described in this proxy statement, no general class of employee of the Company will be employed to solicit shareowners in connection with this proxy solicitation. However, in the course of their regular duties, our employees, officers and directors may be asked to perform clerical or ministerial tasks in furtherance of this solicitation. None of these individuals will receive any additional or special compensation for doing this, but they may be reimbursed for reasonable out-of-pocket expenses. We have hired MacKenzie Partners, Inc., a professional soliciting organization, to assist us in distributing proxy solicitation materials and responding to information requests from shareowners with respect to the materials. For these services, MacKenzie Partners, Inc. will be paid a fee of $[•], plus limited reimbursement for out-of-pocket expenses. MacKenzie Partners, Inc. expects that approximately [•] of its employees will assist in the solicitation.

Our aggregate expenses, including legal fees for attorneys, accountants, public relations and other advisors, printing, advertising, postage, transportation, litigation and other costs incidental to the solicitation, but excluding (i) costs normally expended for a solicitation for an election of directors in the absence of a proxy contest and (ii) costs represented by salaries and wages of Company directors, officers and employees, are expected to be approximately $[•], of which $[•] has been incurred as of the date of this proxy statement.

Appendix F sets forth information relating to our directors, director nominees, as well as certain of our officers and employees who are considered “participants” in our solicitation under the rules of the SEC by reason of their position as directors and director nominees of the Company or because they may be soliciting proxies on our behalf.

The final voting results will be reported on Form 8-K, which will be filed with the SEC within four business days after the meeting. If our final voting results are not available within four business days after the meeting, we will file a Form 8-K reporting the preliminary voting results and subsequently file the final voting results in an amendment to the Form 8-K within four business days after the final voting results are known to us.

None of the applicable law, the Company’s Articles of Continuance or its by-laws provide for appraisal or other similar rights for dissenting shareowners in connection with any of the proposals set forth in this proxy statement. Accordingly, you will have no right to dissent and obtain payment for your shares in connection with such proposals.

MacKenzie Partners, Inc. is assisting us with our effort to solicit proxies. If you have additional questions about the election of directors, this proxy statement or the meeting, or if you need assistance voting your shares, please contact:

On November 11, 2022, Tom Harrington, the Chief Executive Officer of the Company, Jay Wells, the then-current Chief Financial Officer of the Company, and Jon Kathol, the Vice President of Investor Relations of the Company, on behalf of the Company, met with representatives of Legion to discuss the Company’s business and operations. During this meeting, Legion did not raise any concerns regarding the Company’s governance or the Board’s governance.

On December 12, 2022, Messrs. Harrington, Wells and Kathol, on behalf of the Company, met with representatives of Legion to discuss the Company’s business and operations. During this meeting, Legion did not raise any concerns regarding the Company’s governance or the Board’s governance.

On January 9, 2023, Messrs. Harrington and Kathol and David Hass, then Chief Strategy Officer of the Company, on behalf of the Company, met with representatives of Legion to discuss the Company’s business and operations. During this meeting, Legion did not raise any concerns regarding the Company’s governance or the Board’s governance.

On January 19, 2023, Legion sent a letter to the Company requesting that the Company provide a copy of its form of questionnaire required pursuant to the Company’s Amended and Restated By-Laws in connection with the nomination of directors to the Board.

On January 25, 2023, the Company sent Legion the form of questionnaire.

On February 17, 2023, Legion’s counsel delivered a letter to the Company, demanding that the Company furnish certain books and records of the Company pursuant to Section 146 of the Business Corporations Act of Ontario and Section 6.1 of National Instrument 54-101 (the “February 17 Demand Letter”).

On February 27, 2023, the Company’s counsel delivered a letter to Legion’s counsel in response to the February 17 Demand Letter, acknowledging receipt of the February 17 Demand Letter, providing certain books and records of the Company, and noting that certain other books and records would be provided once available.

On March 6, 2023, Legion’s counsel delivered the Purported Nomination Notice to the Company, purporting to provide qualifying and timely notice of its intent to nominate the Purported Legion Nominees to the Board at the meeting.

On March 6, 2023, Legion issued a press release announcing its intent to nominate the Purported Legion Nominees at the meeting and filed such press release with the SEC.

On March 7, 2023, the Company’s counsel emailed Legion’s counsel stating that the Company was already working with Korn Ferry to recruit new candidates as part of an ongoing director refreshment process for the Board and that Korn Ferry would be reaching out to the Purported Legion Nominees so that the Purported Legion Nominees could be included in the process (the “March 7 Email”). The Board also indicated in the March 7 Email that it was looking forward to meeting the Purported Legion Nominees as part of the process. Also on March 7, 2023, Legion’s counsel responded to the March 7 Email on behalf of Legion and the Purported Legion Nominees, rejecting both the Korn Ferry outreach offer and the opportunity to meet with the Board. Counsel for Legion also noted that Legion would be open to speaking with the Board – the first time since January that Legion showed an interest in engaging with the Company.

On March 7, 2023, Korn Ferry reached out to each of the Purported Legion Nominees. Each of the Purported Legion Nominees rejected such requests.

On March 9, 2023, the Company’s counsel and Legion’s counsel held a telephonic meeting to discuss Legion’s interest in speaking with the Board.

On March 15, 2023, the Board unanimously determined to appoint Eric J. Foss as a new director to the Board and to include Mr. Foss among the Board’s nominees for election at the meeting. The Board’s size was temporarily increased from ten to eleven but will be reduced to ten following Mr. Halperin’s retirement at the meeting.

On March 16, 2023, the Company’s counsel held a telephonic meeting with Legion’s counsel and indicated that the Board had determined that Legion’s Purported Nomination Notice was invalid. After the meeting, the Company’s counsel delivered a letter to Legion and Legion’s counsel, stating that the Board had determined that the Purported Nomination Notice did not comply with applicable requirements for making director nominations as set forth in the Company’s by-laws, and, therefore, did not constitute a qualifying, timely and valid notice of director nominations

for the meeting. The letter also described the material omissions and other deficiencies that the Company had identified in the Purported Nomination Notice, including, among other things, failure to disclose the criminal charges and trials of one Purported Legion Nominee, Mr. Henrik Jelert, and failure to disclose a pending lawsuit alleging that one of the other Purported Legion Nominees engaged in fraud. As a result of the Purported Nomination Notice failing to comply with the Company’s by-laws, the Purported Legion Nominees will not be eligible for election at the meeting.

Later on that same day, the Company issued a press release announcing Mr. Foss’ appointment to the Board.

Later on that same day and following the Company’s issuance of the press release announcing Mr. Foss’ appointment, Legion’s counsel sent a letter to the Company’s counsel disputing the Company’s rejection of the Purported Nomination Notice.

On the morning of March 17, 2023, the Company’s counsel held a telephonic meeting with Legion’s counsel on the Purported Nomination Notice. Legion’s counsel indicated that Legion would not withdraw its Purported Nomination Notice. The Company then issued a press release announcing its rejection of the Purported Nomination Notice and detailing some of the material omissions or deficiencies in the Purported Nomination Notice.

Later on that same day, the Company filed this preliminary proxy statement with the SEC in connection with the meeting.

Also later on that same day, Legion issued a press release responding to the Company’s rejection of the Purported Nomination Notice stating, among other things, that Purported Legion Nominee, Mr. Jelert, was acquitted three times with respect to the criminal charges that were not disclosed in the Purported Nomination Notice.

On March 18, 2023, the Company’s counsel held a telephonic meeting with Legion’s counsel to discuss Legion’s openness to further constructive engagement with the Company, including Legion’s willingness to collaborate with the Company in its ongoing director refreshment process for the Board.

Later on that same day, Legion’s counsel sent the Company’s counsel an email stating that Legion would be open to collaborating with the Company in its ongoing director refreshment process of the Board, but any settlement between the Company and Legion would require replacement of at least two of the Company’s incumbent directors.

On March 19, 2023, Legion’s counsel sent a letter (the “Supplement”) by email to Marni Morgan Poe, Chief Legal Officer and Secretary of the Company, which purported to supplement the Purported Nomination Notice and to cure the material omissions and other deficiencies the Company had identified. The Supplement was also delivered by mail to the Company’s executive offices on March 20, 2023.

Later on that same day, the Company’s counsel held a telephonic meeting with Legion’s counsel to continue discussions related to a cooperation framework.

On March 20, 2023, Legion filed its preliminary proxy statement with the SEC in connection with the meeting.

Later on that same day, Legion’s counsel sent the Company’s counsel an email, proposing a cooperation framework.

On March 21, 2023, the Board met and determined to exercise its discretion and provide a limited waiver of the deficiencies in Legion's Purported Nomination Notice with respect to Messrs. Hasara and Lewis.

On March 22, 2023, the Company’s counsel received a Notice of Application that was issued on the Commercial List in Ontario setting forth Legion’s claim.

Later on that same day, the Company’s counsel delivered a letter to Legion, informing Legion of the Board’s decision to provide a limited waiver with respect to Messrs. Hasara and Lewis.

Later on that same day, the Company issued a press release announcing the Board’s decision to provide a limited waiver with respect to Messrs. Hasara and Lewis.

On March 23, 2023, the Company filed Amendment No. 1 to its preliminary proxy statement with the SEC in connection with the meeting.

On March 24, 2023, Legion’s counsel sent a letter to the Ontario Securities Commission (the “OSC”), requesting, among other things, that the staff of the OSC seek from the OSC a temporary order to restrain the Company from delivering its definitive proxy statement on Monday, March 27 in connection with the meeting (the “March 24 Letter”).

On March 26, 2023, the Company’s counsel sent a letter to the OSC stating that there was no basis for the extraordinary relief requested by Legion’s counsel in the March 24 Letter.

According to Legion’s Amendment No. 1 to its preliminary proxy statement filed on March 28, 2023, on March 27, 2023, the staff of the OSC advised Legion’s counsel that the staff would not pursue the temporary restraining order requested in the March 24 Letter but was reviewing the issues raised in that letter.

On March 27, 2023, Legion’s counsel sent a letter to the Toronto Stock Exchange (the “TSX”) requesting that the TSX require the Company to (i) submit the Amended and Restated By-Laws to the TSX for review and approval and make all amendments as required by the TSX, (ii) obtain shareowner approval of the Amended and Restated By-Laws before they become effective and (iii) submit its proxy statement to the TSX for prior review and approval and make all amendments as required by the TSX (the “March 27 Letter”).

On March 27, 2023, the Company’s counsel spoke with the staff of the TSX and stated that there was no basis for the relief requested by Legion’s counsel in the March 27 Letter.

On March 28, 2023, Legion filed Amendment No. 1 to its preliminary proxy statement with the SEC in connection with the meeting.

On March 29, 2023, the Company filed Amendment No. 2 to its preliminary proxy statement with the SEC in connection with the meeting.

Later on that same day, Legion filed Amendment No. 2 to its preliminary proxy statement with the SEC in connection with the meeting. According to that filing, Legion had determined to remove the Rejected Legion Nominees from its proxy card until a court or regulator validates its Purported Nomination Notice and orders the Company to refile its proxy materials validating Legion’s nomination of the Rejected Legion Nominees.

On March 30, 2023, the Company filed Amendment No. 3 to its preliminary proxy statement with the SEC in connection with the meeting.

If you want to propose any matter for inclusion in our 2024 proxy statement, it must be received by our Chief Legal Officer and Secretary no later than November 25, 2023 at Primo Water Corporation, 1150 Assembly Drive, Suite 800, Tampa, Florida 33607.

Our by-laws fix a deadline by which shareowners must submit director nominations prior to any meeting of shareowners. In the case of annual meetings, advance notice must be delivered to us not less than 30 days prior to the date of the annual meeting; provided, however, that if the annual meeting is called for a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, advance notice may be made not later than the close of business on the 10^th day following the date on which the public announcement of the date of the annual meeting is first made by us. In the case of a special meeting of shareowners (which is not also an annual meeting), advance notice must be delivered to us no later than the close of business on the 15^th day following the day on which the public announcement of the date of the special meeting is first made by us. Our by-laws also require any shareowner making a director nomination to provide certain important information about its nominees with its advance notice. Only shareowners who comply with these requirements will be permitted to nominate directors to the Board unless the “advance notice” requirements of our by-laws are waived by the Board in its sole discretion. You are advised to review our by-laws, which contain additional requirements about advance notice of director nominations.

The Amended and Restated By-Laws are currently in effect and, if approved by the shareowners at the meeting, will be in effect in respect of our 2024 proxy statement and annual meeting. The Amended and Restated By-Laws clarify certain procedural and information requirements for shareowners to make director nominations and address certain matters resulting from the SEC’s “universal proxy” rules, including:

The Amended and Restated By-Laws expand the group of persons authorized to determine whether a nomination has been made in accordance with the Amended and Restated By-Laws in order to allow Primo Water to respond appropriately to questions as they arise throughout the nomination and solicitation process.

In addition, shareowners who intend to solicit proxies in support of director nominees other than the Company’s director nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 4, 2024.

We are not aware of any person who, as of March 14, 2023, beneficially owned or exercised control or direction, directly or indirectly, over more than 5% of our common shares except as set forth below:

At the meeting, we will submit to our shareowners Primo Water’s annual consolidated financial statements for the year ended December 31, 2022, and the related report of Primo Water’s independent registered certified public accounting firm. No vote will be taken regarding the financial statements.

The ESG and Nominating Committee of the Board (the “ESG and Nominating Committee”) reviews annually the qualifications of persons proposed for election to the Board and submits its recommendations to the Board for consideration.

The ESG and Nominating Committee believes that the Board should be comprised of directors with a broad range of experience, expertise and attributes. The Board has fixed the number of directors to be elected at the meeting at ten. The following table reflects the diverse skill set requirements of the Board and identifies the specific experience, expertise and attributes brought by each individual director nominee.

In the opinion of the ESG and Nominating Committee and the Board, each of the ten nominees for election as a director is well qualified to act as a director of Primo Water and, together, the nominees bring the mix of independence, diversity, expertise and experience necessary for the Board and its committees to function effectively. Our approach to corporate governance and the roles of the Board and its committees are described under “Corporate Governance” on page 67 of this proxy statement.

During 2022, the Board held six meetings. Each of our incumbent directors who served on the Board during 2022 attended, in person, by video conference or by telephone, all of the applicable meetings of the Board and committees on which they served in 2022.

Set forth below is certain information concerning our nominees for election as directors of Primo Water, including information regarding each person’s service as a director, committee membership, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the ESG and Nominating Committee and the Board to determine that the person should serve as a director of Primo Water. If elected, each director will hold office until the next annual meeting of shareowners.

The Board has considered the independence of each of the nominees for election as directors of Primo Water for purposes of the rules of the SEC, New York Stock Exchange (the “NYSE”) and National Instrument 58-101—Disclosure of Corporate Governance Practices (“NI 58-101”) of the Canadian Securities Administrators. As of March 14, 2023, all nominees are independent except for Mr. Harrington, our Chief Executive Officer, and Mr. Fowden, our current Chairman of the Board and former Chief Executive Officer and Executive Chairman of the Board (the Board has determined that Mr. Fowden will be considered independent as of March 29, 2023). See “Certain Relationships and Related Transactions” on page 33 of this proxy statement for further discussion of the Board’s determinations as to independence.

It is intended that each director will hold office until the close of business of the 2024 annual meeting or until his or her earlier resignation, retirement or death. Pursuant to Primo Water’s Corporate Governance Guidelines, no director may stand for election or re-election to the Board after the director has reached the age of 73 (a director that turns 73 during his or her term, however, may serve out the remainder of that term). As a result of this policy, Mr. Halperin will serve out the remainder of his current term, which will conclude immediately prior to the meeting, and will not stand for re-election. No nominee identified above will reach the age of 73 prior to the date of the 2024 annual meeting.

Unless otherwise instructed, the persons named in the accompanying BLUE universal proxy card intend to vote FOR the election to the Board of the ten nominees who are identified above. Management and the Board do not contemplate that any of the nominees will be unable to serve as a director. If, for any reason at the time of the meeting, any of the nominees are unable to serve, then the persons named in the accompanying BLUE universal proxy card will, unless otherwise instructed, vote at their discretion for a substitute nominee or nominees to the extent permitted under Rule 14a-4(c) under the Exchange Act.

To the knowledge of Primo Water, none of its nominee directors and officers is, or within 10 years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any company (including Primo Water) that (i) was subject to an order that was issued while the proposed director or officer was acting in the capacity

as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the proposed director or officer ceased to be a director, chief executive officer or chief financial officer and that resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

To the knowledge of Primo Water, none of its nominee directors and officers is, or within 10 years prior to the date hereof has been, a director or executive officer of any company (including Primo Water) that, (i) while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (ii) has, within 10 years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or executive officer.

To the knowledge of Primo Water, none of its nominee directors and officers has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to invest in Primo Water.

Pursuant to Primo Water’s Majority Voting and Director Resignation Policy, if a nominee in an uncontested election does not receive the vote of at least the majority of the votes cast, the director is required to promptly deliver a written notice to the ESG and Nominating Committee offering to resign from the Board. Following receipt of an offer of resignation, the ESG and Nominating Committee must consider whether or not to accept the offer of resignation and recommend to the Board whether or not to accept it. With the exception of exceptional circumstances that would warrant the continued service of the applicable director on the Board, the ESG and Nominating Committee is expected to accept and recommend acceptance of the resignation by the Board. In considering whether or not to accept the resignation, the ESG and Nominating Committee may consider factors provided as guidance by the TSX and all factors deemed relevant by members of the ESG and Nominating Committee including, without limitation, any stated reasons why shareowners withheld votes from the election of that nominee, the length of service and the qualifications of the director whose resignation has been submitted, such director’s contributions to Primo Water, Primo Water’s governance guidelines and Primo Water’s obligations under applicable laws. The Board must make its decision on the ESG and Nominating Committee’s recommendation within 90 days following the meeting of Primo Water’s shareowners. In considering the ESG and Nominating Committee’s recommendation, the Board will evaluate the factors considered by the ESG and Nominating Committee and such additional information and factors that the Board deems relevant and, with the exception of exceptional circumstances that would warrant the continued service of the applicable director on the Board, the Board will accept the resignation. If an offer of resignation is accepted in accordance with this policy, the Board may in accordance with the provisions of Primo Water’s articles and by-laws appoint a new director to fill any vacancy created by the resignation or reduce the size of the Board.

We use a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board. We set director compensation at a level that reflects the significant amount of time and high skill level required of directors in performing their duties for Primo Water and for its shareowners. In 2022, other than Mr. Harrington, our Chief Executive Officer, no employees served as directors. Mr. Harrington was not compensated for serving as a director in 2022. His compensation as Chief Executive Officer during 2022 has been fully reflected in the Summary Compensation Table on page 50 of this proxy statement. We provided the following annual compensation to our non-employee directors in 2022:

The compensation of directors is considered in light of the overall governance structure of Primo Water. Compensation for directors is recommended to the Board by the Human Resources and Compensation Committee (the “Compensation Committee”) and is approved by the independent directors. Director compensation is set solely on an annual fee basis (paid quarterly in arrears) and per-meeting attendance fees are not paid. Generally, directors are not separately compensated for service on Board committees in roles other than the committee chair.

During 2022, directors were entitled to the following annual fees:

The Board has adopted minimum share ownership requirements for non-management directors. Under the requirements, each such director must own common shares having a minimum aggregate value equal to five times his or her annual board retainer fee (excluding additional committee or chairman retainers). The Compensation Committee or the Board may, from time to time, reevaluate and revise these guidelines to give effect to changes in Primo Water’s common share price or capitalization. The value of shares owned by each director is recalculated on an annual basis on December 31 of each year. Compliance with the requirements is measured on December 31 of each year and reported to the Compensation Committee. Directors are not required to attain the minimum ownership level by a particular deadline. However, until the guideline amount is achieved, such directors are required to retain an amount equal to 100% of net shares received as equity compensation. Once a director achieves the applicable ownership guideline, such director will be considered in compliance, regardless of any changes in the price of Primo Water common shares, so long as such director continues to own at least the number of Primo Water common shares owned at the time he or she achieved the applicable guideline. “Net shares” are defined as those shares that remain after shares are sold or netted to pay the exercise price of stock options (if applicable) and taxes payable upon the grant of a stock payment or the vesting of restricted shares, restricted share units, performance shares, or performance share units or the exercise of stock options or stock appreciation rights. Failure to meet or to show sustained progress toward meeting the guidelines may be a factor considered by the Compensation Committee in determining future long-term incentive equity grants to such directors. These requirements are designed to ensure that directors’ long-term interests are closely aligned with those of our shareowners. Shares purchased on the open market may be sold in compliance with Primo Water’s policies and applicable securities law.

Each of the incumbent non-management directors, other than Mr. Foss, who was not appointed to the Board until after the value of each incumbent non-management directors’ shares were calculated, and Ms. Singh, who was appointed to the Board on August 3, 2021, holds common shares in excess of the threshold required by the share ownership guidelines as of December 31, 2022.

The following table and the notes that follow show the number of our common shares beneficially owned as of March 14, 2023 by each of our directors, the individuals named in the Summary Compensation Table, and our current directors, director nominees and executive officers as a group.

Our directors and executive officers and any beneficial owner of more than 10% of our common shares, as well as certain affiliates of those persons, must file reports with the SEC showing the number of common shares they beneficially own and any changes in their beneficial ownership. Based on our review of these reports and written representations of our directors and executive officers, we believe that all required reports in 2022 were filed in a timely manner, except that, as a result of an administrative error, one Form 4 reporting one transaction was not timely filed on behalf of Ms. Melaragni.

The Board has determined that eight of the Board’s nominees for director, Ms. Bomhard, Ms. Cates, Mr. Foss, Mr. Monahan, Mr. Prim, Mr. Rosenfeld, Ms. Singh and Mr. Stanbrook, are independent within the meaning of the rules of the SEC, NYSE and NI 58-101. A director is “independent” in accordance with the rules of the SEC, NYSE and NI 58-101 if the Board affirmatively determines that such director has no material relationship with us (either directly or as a partner, shareowner or officer of an organization that has a relationship with us). Mr. Harrington is a management director and therefore is not independent. Mr. Fowden, our current Chairman of the Board and former Chief Executive Officer and Executive Chairman of the Board, transitioned to the role of Chairman in the second quarter of 2020. Mr. Fowden will be considered independent as of March 29, 2023.

Mr. Halperin is of counsel at Goodmans LLP, a law firm that provides services to Primo Water on a regular basis, where he previously served as a partner prior to December 31, 2017. The amount of fees earned by Goodmans LLP for legal services rendered to Primo Water was and has been financially immaterial to Goodmans LLP and is unrelated to Mr. Halperin’s compensation from such firm. Following his retirement from the partnership, Mr. Halperin (i) has not received and is not anticipated to receive any compensation from Goodmans LLP, other than in respect of de minimis payments on account of ongoing benefit programs; and (ii) is not involved in the management or oversight of Goodmans LLP operations. Prior to his retirement, Mr. Halperin did not provide and was not involved in the provision of legal services by Goodmans LLP to Primo Water, and following his retirement, he has not and does not intend to provide or be involved in the provision of such services by Goodmans LLP to Primo Water. The Board considered these matters and determined that Mr. Halperin is independent.

Each director and nominee for election as director delivers to Primo Water annually a questionnaire that includes, among other things, a request for information relating to any transactions in which both the director or nominee, or their family members, and Primo Water participates, and in which the director or nominee, or such family member, has a material interest. Pursuant to Primo Water’s Corporate Governance Guidelines and the charter of the ESG and Nominating Committee, the ESG and Nominating Committee is required to review all transactions between Primo Water and any related party (including transactions reported to it by a director or nominee in response to the questionnaire, or that are brought to its attention by management or otherwise), regardless of whether the transactions are reportable pursuant to Item 404 of Regulation S-K under the Exchange Act.

After considering advice from the ESG and Nominating Committee, the Board is required to review, and, if appropriate, approve or ratify, such related party transactions. A “related party transaction” is defined under the Corporate Governance Guidelines as any transaction in which Primo Water was or is to be a participant and in which any related party has a direct or indirect material interest, other than transactions that (i) are available to all employees generally, (ii) involve compensation of executive officers or directors duly authorized by the appropriate board committee, or (iii) involve reimbursement of expenses in accordance with Primo Water’s established policy.

A “related party” is defined under the Corporate Governance Guidelines as any person who is, or at any time since the beginning of Primo Water’s last fiscal year was, an executive officer or director (including in each case nominees for director), any shareowner owning in excess of 5% of Primo Water’s common shares, or an immediate family member of an executive officer, director, nominee for director or 5% shareowner.

An “immediate family member” is defined under the Corporate Governance Guidelines as a person’s spouse, parents, stepparents, children, stepchildren, siblings, mother- and father-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and anyone (other than employees) who shares such person’s home.

Management and directors must also update the Board as to any material changes to proposed transactions as they occur.

Because related party transactions potentially vary, the ESG and Nominating Committee or the Board has not to date developed a written set of standards for evaluating them, but rather addresses any such transactions on a case-by-case basis.

To the knowledge of the directors, no senior officer, informed person, director or proposed nominee for election as a director, or any associate or affiliate of any such persons, had any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any material transaction with Primo Water since January 1, 2022.

None of the directors, executive officers, employees, former executive officers, former directors or former employees , or any associate of any such persons of Primo Water has any indebtedness to Primo Water or any of its subsidiaries or was indebted to Primo Water or its subsidiaries during the most recently completed financial year.

This Compensation Discussion and Analysis focuses on the compensation of our named executive officers for 2022, who were:

Our management’s focus is on executing our vision of becoming the leading brand in the pure-play water category with a unique portfolio of sustainable drinking water solutions. We are focused on the connectivity of our associates’ experience and our customers’ experience to deliver on our Company purpose. In 2022, our vision was executed through a focus on several key strategies: (1) Water Your Way, (2) Category Leading Innovation, (3) Customer for Life Promise, (4) Operational Excellence, (5) ESG Leadership, and (6) Inspiring Our Associates. We believe that our named executive officers were instrumental in helping us execute our strategy in 2022 and in delivering financial performance, as follows:

We are a pay-for-performance company, offering market-competitive compensation, meaningful benefits, and differentiated rewards for our high performers. We believe that investing in our associates results in increased engagement, satisfaction and retention, which ultimately leads to an elevated customer experience and increased shareowner value.

Our total rewards program applicable across our organization encompasses six primary components that collectively define our organization’s value proposition:

Our total rewards program is designed to:

What We Do and Do Not Do. We seek to ensure that our executive compensation programs are closely aligned with the interests of our shareowners by following these corporate governance best practices:

The charts below illustrate the target total direct compensation (comprising base salary, target annual bonus, and target grant date fair value of equity awards) for 2022 for our Chief Executive Officer and the average of certain of our named executive officers*.

As summarized in the above charts:

In 2022, approximately 92.6% of the votes cast on our say-on-pay proposal approved the compensation of our named executive officers as disclosed in last year’s proxy statement. Although the vote was non-binding, the Compensation Committee took into account the result of the 2022 vote in determining executive compensation policies and decisions since the 2022 annual meeting of shareowners. The Compensation Committee viewed the vote as an expression of the shareowners’ general satisfaction with our current executive compensation programs. The Compensation Committee will consider the results of this year’s say-on-pay proposal, as well as feedback from our shareowners, when making future executive compensation decisions.

At this meeting, we will also hold a non-binding advisory vote on the frequency of future executive compensation say-on-pay votes. As further described under the heading “Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation” on page 84, the board is recommending that shareowners vote to conduct a non-binding, advisory vote on executive compensation once every year.

The Compensation Committee is responsible for overseeing Primo Water’s executive compensation programs, which primarily include compensation (base salary, annual bonus opportunities, and target long-term equity compensation) and limited perquisites as described below and as set forth in the Summary Compensation Table. In addition, the Compensation Committee is responsible for overseeing talent management and succession planning for the senior management team, as well as setting objectives and evaluating the performance of Primo Water’s Chief Executive Officer. To assist in executing its responsibilities, the Compensation Committee may retain independent compensation consultants, at Primo Water’s expense, who report solely to the Compensation Committee. The Compensation Committee is responsible for ensuring that the total compensation paid to our Chief Executive Officer and the officers who directly report to him is fair, reasonable and competitive. The Compensation Committee must recommend to the independent members of the Board, and the Board must review and, if it deems appropriate, approve any changes to our Chief Executive Officer’s compensation package. The Compensation Committee reviews and approves all compensation packages and any adjustments thereto for the direct reports. The Compensation Committee also approves any severance packages to departing direct reports, as well as the severance plans that govern the terms of the severance packages. We refer to the officers who report directly to our Chief Executive Officer as “direct reports.” In 2022, each of our named executive officers, other than Mr. Harrington, were direct reports.

The Compensation Committee, annually and as it otherwise deems appropriate, meets with our Chief Executive Officer and our Chief Human Resources Officer to obtain recommendations with respect to our compensation programs and packages for the direct reports. The Chief Executive Officer and our Chief Human Resources Officer may make recommendations to the Compensation Committee on base salary, long-term incentive plan awards, performance targets, and other compensation terms for the direct reports that the Compensation Committee may consider. The Compensation Committee considers management’s proposals, reviews independent data to validate these recommendations and, if acceptable, approves them. The Compensation Committee is not bound to, and does not always accept, management’s recommendations with respect to executive compensation for the direct reports.

In 2022, the Compensation Committee continued to retain Frederic W. Cook & Co., Inc. (“FW Cook”) as its sole independent compensation consultant. FW Cook only performs work for and reports directly to the Compensation Committee and attends Compensation Committee meetings as requested. FW Cook provided recommendations to the Compensation Committee on the competitiveness and appropriateness of all elements of executive compensation, including the Chief Executive Officer’s compensation. FW Cook did not provide any additional services to the Board or management in 2022.

The Compensation Committee has considered the independence of FW Cook in light of SEC rules and NYSE listing standards. In connection with this process, the Compensation Committee reviewed, among other items, a report from FW Cook addressing the independence of FW Cook and the members of the consulting team serving the Compensation Committee. Based on its review, the Compensation Committee concluded that the work performed by FW Cook and its senior advisor involved in the engagement did not raise any conflict of interest.

The Compensation Committee periodically reviews compensation data and pay practices from Primo Water’s peer group and general industry surveys to determine the “market median” of the compensation of executives performing similar functions in the competitive market and in Primo Water’s peer group. However, the Board and the Compensation Committee retain discretion in setting the compensation for our Chief Executive Officer and his direct reports, respectively. As a result, compensation for these executives may differ from the peer group and may vary according to factors such as experience, position, tenure, individual and organizational factors, and retention needs, among others. The Compensation Committee annually evaluates and selects which companies will comprise its compensation peer group. With guidance from its compensation consultant and input and discussion with management, the Compensation Committee discusses annually whether the mix of companies in the peer group produces a valid competitive analysis relative to our talent requirements.

The Compensation Committee, with input from FW Cook, determined that the peer group below, consisting of selected North American companies, was appropriate for setting 2022 target compensation. This peer group was consistent with the peer group utilized for setting 2021 target compensation, with the exception of the removal of Windstream Holdings, Inc. (which is no longer publicly traded).

In addition, the Compensation Committee reviews size-adjusted median compensation data from two general industry surveys in which management annually participates: the Aon Hewitt Total Compensation Measurement survey and the Willis Towers Watson Compensation Data Bank survey. The Aon Hewitt survey in 2020 (which was used because the 2021 Aon Radford survey was not yet available at the time of the review) included 412 companies ranging in size from approximately $10 million to over $500 billion in annual revenue, and the Willis Towers Watson survey in 2021 included over 700 organizations ranging in size from approximately $50 million to over $570 billion in annual revenue.

The Compensation Committee annually reviews peer group and survey data in recommending our Chief Executive Officer’s compensation to the Board and in setting compensation for the direct reports. We consider the compensation paid by companies in our peer group as one factor in setting compensation for our named executive officers, and we may review peer group data with respect to individual components of compensation in addition to overall compensation. Compensation for the majority of our named executive officers has historically fallen at the low end of our “market median range.” Our market median range is defined as plus or minus 10% of the market median for base salary, plus or minus 15% of the market median for all other elements of compensation, and plus or minus 15% of the market median for total direct compensation. Our goal, over time and depending on the success of our overall business, is to more closely align components of our named executive officers’ compensation with the market median for all compensation elements. In 2022, total direct compensation opportunities for our named executive officers were within the market median range (with the exception of total direct compensation opportunities for our Chief Operating Officer being slightly below market median range).

The Compensation Committee intends to continue to make adjustments to our executive compensation program, when deemed appropriate, in light of our compensation objectives, our financial and competitive position and our business. The Compensation Committee may exercise discretion as to the type and magnitude of these adjustments.

Currently-paid compensation to our named executive officers includes base salaries, which are paid periodically throughout the fiscal year, annual cash performance bonuses based on performance targets proposed by management and approved by the Compensation Committee, which are awarded after the end of the fiscal year, and perquisites and personal benefits, which are paid consistent with our policies in appropriate circumstances. Our named executive officers historically have been eligible to participate in our long-term equity incentive plans, including the Amended and Restated Primo Water Corporation Equity Incentive Plan (the “Amended and Restated Equity Plan”) and the Primo Water Corporation 2018 Equity Incentive Plan, as each may be amended from time to time (the “2018 Equity Plan” and together with the Amended and Restated Equity Plan, the “Equity Plans”). The Equity Plans provide the Compensation Committee and management with the flexibility to design compensatory awards responsive to Primo Water’s business needs and goals. Awards under the Equity Plans may be in the form of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, performance units or common share payments, including the payment of performance bonuses in common shares. The Equity Plans are described in more detail under the heading “Equity Compensation Plan Information” on page 65 of this proxy statement. Our executive officers may also participate in our 401(k) Plan, which is available to all employees in the United States, except for certain union employees.

The compensation structure for our named executive officers is intended to balance the need of these executives for current income with the need to create long-term incentives that are directly tied to achievement of our operational targets and growth in shareowner value.

For 2022, the principal compensation components for Primo Water’s named executive officers consisted of the following:

We provide named executive officers and other employees with base salary, paid over the course of the year, to compensate them for services rendered during the fiscal year. Base salary is determined by an annual assessment of a number of factors, including position and responsibilities, experience, individual job performance relative to responsibilities, impact on development and achievement of our business strategy, and competitive market factors for comparable talent in the peer group.

The following table sets forth the 2022 base salary, 2021 base salary, and, if applicable, the percentage increase for each named executive officer:

The Compensation Committee believes that some portion of overall compensation for named executive officers should be performance-based, that is, contingent on successful achievement of corporate targets. To that end, and depending on our financial and operating performance, the Compensation Committee may approve performance-based bonuses. Eligibility for performance bonuses is set forth in a named executive officer’s employment offer letter, and “target” bonus opportunities are based on market competitiveness, the expected impact of the executive’s role within Primo Water, and the executive’s expected long-term contributions. Any changes to the target bonus levels set forth in the employment offer letter for our Chief Executive Officer are recommended by the Compensation Committee and determined by the Board. Any changes to the target bonus levels set forth in the employment offer letters for the direct reports are reviewed and approved by the Compensation Committee. The annual performance goals are reviewed and approved by the Compensation Committee. The Compensation Committee believes that this annual incentive arrangement provides executives with clear, quantified targets, intended to focus them on meeting strategic goals, while also aligning management’s interests with those of our long-term shareowners in the sustained growth of shareowner value.

At the end of each fiscal year, a review is conducted to determine if the named executive officers satisfied the aggregated accountability metrics described below. If this review results in a rating below acceptable levels for the relevant period, all or a portion of the performance bonus may be withheld, even if corporate targets were met. Our Board retains the discretion to make adjustments to the performance bonus for our Chief Executive Officer, and the Compensation Committee retains the discretion to make adjustments to the performance bonuses for the direct reports.

Additionally, discretionary performance bonuses may be paid to named executive officers. No such bonuses were paid in 2022. While discretionary bonuses may be paid in appropriate circumstances, no named executive officer has a guaranteed right to a discretionary bonus as a substitute for a performance-based bonus in the event that performance targets are not met.

Performance bonus eligibility in 2022 was determined based on achieving certain corporate targets and on aggregated accountability for each named executive officer to grow the business and shareowner value. In 2022, the performance bonus of our named executive officers was calculated based on achievement of a specified level of Bonus-Adjusted EBITDA, Bonus-Adjusted operating free cash flow and Bonus-Adjusted revenue, weighted 50%, 25% and 25%, respectively.

For performance bonus purposes, (i) “Bonus-Adjusted EBITDA” is GAAP earnings before interest, taxes, depreciation, and amortization, (ii) “Bonus-Adjusted operating free cash flow” is GAAP net cash provided by operating activities, less capital expenditures, and (iii) “Bonus-Adjusted revenue” is GAAP revenue, each as adjusted to exclude the impact of certain items as approved by the Compensation Committee, and as a result, they may not correspond to the reported measures used in Primo Water’s other disclosures or filings. The Compensation Committee considers potential adjustments pursuant to pre-established guidelines, including materiality, to provide consistency in how the Compensation Committee views the business. The Compensation Committee may approve

adjustments to reflect events in the prior period and/or the results achieved during the applicable performance period to account for items not indicative of underlying performance. Individual adjustments may have positive or negative impact, and in any given year, aggregate adjustments may increase or decrease incentive payouts.²

The metrics described above closely correspond with the performance of our business, and the Compensation Committee therefore viewed them as appropriate performance targets for measuring the achievement of Primo Water’s business goals by our named executive officers. At the conclusion of the annual performance period, the Compensation Committee reviewed the accountability of each named executive officer towards growth of the business and shareowner value; if expectations had been met, the executive was paid a bonus in full based on achievement of the corporate metrics. A bonus could have been withheld in whole or in part if the executive was not so accountable. No bonus or portion of a bonus was withheld in 2022.

Performance bonuses in 2022 had a “threshold” level, a “target” level and an “outperform” level. Performance bonuses may be paid if the actual result for certain of the metrics is less than the applicable “threshold” level; however, if the actual results for the Bonus-Adjusted EBITDA metric are below the “threshold” level, no performance bonuses will be paid, subject to the discretion of the Board and the Compensation Committee to modify the performance bonus of our Chief Executive Officer and his direct reports, respectively, based on accountability towards growth of the business and shareowner value. For 2022, our named executive officers could earn a performance bonus of up to a maximum level of 200% of the target bonus amount based on achievement of goals at the “outperform” level. The target bonus award for 2022 for our Chief Executive Officer was 110% of annual base salary, and 75% of annual base salary for each of our other named executive officers.

The Compensation Committee believes that setting an achievable goal is important in motivating our employees appropriately and in constructing a pay package that allows us to compete successfully in the market for talented employees. The following chart sets forth the threshold, target and outperform performance targets established by the Compensation Committee in December 2021 for the 2022 corporate bonus pool in which our named executive officers participated. The 2022 target levels below exceed 2021 actual results for each metric from the 2021 performance bonus program.

These metrics are interpolated on a straight-line basis between the “threshold,” “target” and “outperform” performance levels, resulting in a payout percentage for each metric. The relative weighting for each metric as set forth in the chart below is applied to the payout percentages, and the results are aggregated, resulting in a bonus payout as a percentage of the target award. This percentage is then applied to the target bonus amount to determine the amount of a named executive officer’s bonus.

The following chart sets forth the calculation of the bonus payouts as a percentage of target award opportunities for the named executive officers 2022 bonus opportunities.

As noted above, actual results, when weighted as described above, resulted in a bonus payout of 84.0% of target award opportunity for our named executive officers.

For 2023, the Compensation Committee has determined to utilize the same metrics and weighting as utilized in the 2022 performance bonus program.

During 2022, each named executive officer was accountable to grow the business and shareowner value, as measured by performance against the approved strategic plan, business and capex initiatives. The Compensation Committee retains discretion to reduce a performance bonus based on a named executive officer’s failure to achieve such targets. The Compensation Committee determined that our named executive officers met these targets and, as a result, no reductions would be made to performance bonuses. For 2023, the Compensation Committee determined to continue with the use of aggregated accountability for each officer to grow the business and shareowner value.

In 2022, our senior-level employees were eligible to participate in our Equity Plans. Generally, we use a methodology to determine award size based on benchmarking against our peer group and the industry in general, among other factors. The Equity Plans provide the Compensation Committee and management with the flexibility to design compensatory awards responsive to Primo Water’s needs. Awards under the Equity Plans may be in the form of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, performance units or share payments.

In December 2022, each of our named executive officers (other than our Chief Financial Officer and our Chief Operating Officer) received an equity award for the 2023 annual grant cycle, consisting of performance-based restricted share units (60%) and time-based restricted share units (40%). All of the time-based restricted share units are eligible to vest in three equal annual installments, subject to continued employment. The performance-based restricted share units are eligible to vest based upon the achievement of average annual return on invested capital (“ROIC”) and aggregate revenues over a three-year period beginning on the first day of Primo Water’s 2023 fiscal year and ending on the last day of Primo Water’s 2025 fiscal year (with the metrics weighted 75% and 25%, respectively). The Compensation Committee selected a three-year performance period based upon input received from FW Cook regarding the time period utilized with respect to similar awards made by Primo Water’s peer group companies, as well as the Compensation Committee’s belief that a three-year measurement period reinforces the link between incentives and long-term Primo Water performance. We believe that these equity awards incentivize our named executive officers, align their interests with those of our shareowners and encourage executive retention.

The performance-based restricted share units granted in 2020 to our Chief Executive Officer, Chief Financial Officer and Chief Legal Officer were originally granted with an Adjusted pre-tax income target of $211.8 million. Following the sale of our S&D Coffee and Tea business and the acquisition of Legacy Primo, the Compensation Committee determined to revise such target to $163.2 million to exclude from the target the pre-tax income

attributable to S&D (discontinued operations) and include the pre-tax income attributable to acquired operations, and make similar adjustments to Adjusted pre-tax income achieved for the three-year period ending at the end of 2022. Set forth below are the Adjusted pre-tax income thresholds and variable vesting percentages based on the level of Adjusted pre-tax income achieved:

As noted above, our actual cumulative Adjusted pre-tax income for our remaining businesses (or continuing operations) during the three-year period ending at the end of fiscal 2022 was $239.8 million, which included the benefit of pre-tax income contributed by acquired companies (notably, Legacy Primo). As a result, the percentage of performance-based restricted share units that vested in February 2023 was 200%. For performance-based restricted share unit purposes, “Adjusted pre-tax income” is GAAP income before income taxes, as adjusted to exclude the impact of certain items as approved by the Compensation Committee. As a result, it may not correspond to similarly titled reported measures used in Primo Water’s other disclosures or filings. As discussed above, the Compensation Committee considers potential adjustments pursuant to pre-established guidelines, including materiality, to provide consistency in how the Compensation Committee views the business. The Compensation Committee may approve adjustments to reflect events in the prior period and/or the results achieved during the applicable performance period to account for items not indicative of underlying performance. Individual adjustments may have a positive or negative impact, and in any given year, aggregate adjustments may increase or decrease incentive payouts. A calculation of Adjusted pre-tax income for the three-year period ended December 31, 2022 is included in Appendix E hereto.

In 2022, as part of our cost management efforts, we continued to limit executive benefits to those specifically granted pursuant to employment agreements (as discussed in the narrative following the Summary Compensation Table and below). Our named executive officers are eligible to participate in our 401(k) Plan, which is generally open to all employees in the United States except certain union employees. Employees can contribute a percentage of their eligible earnings, subject to annual contribution limits set by the Internal Revenue Service.

We provide our named executive officers with limited perquisites and other personal benefits that are not otherwise available to all of our employees, including an annual executive physical examination and a car allowance. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to named executive officers to ensure that they are appropriately limited and effectively facilitate job performance. Perquisites and personal benefits are taken into account as part of the total compensation to executive officers.

Perquisites and other personal benefits for our named executive officers are set forth in the Summary Compensation Table, under the heading “All Other Compensation” and related footnotes on page 50 of this proxy statement.

Each of our named executive officers has a written employment agreement or offer letter setting forth the material terms of his or her employment. Under these employment agreements or offer letters, these executives receive annual base salaries, which may be adjusted from time to time. Each of these agreements provides for eligibility to earn bonuses based upon the achievement of agreed-upon criteria established from time to time by the Compensation Committee as well as customary allowances and perquisites:

Each of the named executive officers employed by Primo Water as of the end of 2022 participates in both short-term and long-term incentive programs provided by us. The level of participation is determined by the

Compensation Committee and varies by named executive officer. Each of our named executive officers is bound by restrictive covenants that generally limit their ability to compete with us in any countries in which we conduct business. They have also agreed to non-solicitation and non-disparagement covenants. These limitations continue during the term of employment and for a period of time following termination (regardless of the cause of the termination).

Potential severance payments in the event of termination or change of control of Primo Water for each named executive officer, as applicable, are described more particularly below under the heading “Potential Payments Upon Termination or Change of Control” on page 54 of this proxy statement.

In August 2018, we entered into an employment letter agreement with Mr. Harrington to serve as our Chief Executive Officer, effective as of December 30, 2018, the first day of our 2019 fiscal year. The agreement has an indefinite term and provides for an annual base salary, which will be increased to $1,000,000 effective as of March 26, 2023, and a car allowance. Mr. Harrington is eligible to participate in our annual performance bonus plan with a target bonus equal to 110% of his base salary, which was increased to 120% of his base salary, effective January 1, 2023.

Mr. Harrington is eligible to participate in all of our long-term incentive plans made available from time to time to our senior executives at the discretion of the Compensation Committee. The 2022 grants to Mr. Harrington under our long-term incentive plans are set forth in the “Grants of Plan-Based Awards in Fiscal 2022” Table below.

Mr. Harrington participates in the Severance Plan, pursuant to which he is subject to standard confidentiality undertakings and non-disparagement covenants that survive the termination of his employment, regardless of the cause of the termination. He is also subject to a non-competition covenant that generally limits his ability to compete with us in any countries in which we conduct business, as well as a non-solicitation covenant. These limitations continue during the term of employment and for a period of two years following termination, regardless of the cause of the termination.

In December 2020, we entered into an amended and restated offer letter agreement with Jay Wells to serve as our Chief Financial Officer, which memorialized the previously disclosed terms of his employment with us. The agreement has an indefinite term and provides for an annual base salary, which was increased to $610,000 effective as of April 10, 2022, and a car allowance. Mr. Wells is eligible to participate in our annual performance bonus plan with an annual target bonus equal to 75% of his base salary.

Mr. Wells participates in the Severance Plan, pursuant to which he is subject to standard confidentiality undertakings and non-disparagement covenants that survive the termination of his employment, regardless of the cause of the termination. He is also subject to a non-competition covenant that generally limits his ability to compete with us in any countries in which we conduct business, as well as a non-solicitation covenant. These limitations continue during the term of employment and for a period of fifteen months following termination, regardless of the cause of the termination.

In August 2022, Mr. Wells announced his plans to retire, effective April 1, 2023. On January 24, 2023, we announced the appointment of David W. Hass as Chief Financial Officer to succeed Mr. Wells. Mr. Wells will assist with the Chief Financial Officer transition through his retirement date.

In May 2021, we entered into an offer letter agreement with Anne Melaragni to serve as our Chief Human Resources Officer. The agreement has an indefinite term and provides for an annual base salary, which will be increased to $465,000 effective as of March 26, 2023, and a car allowance. Ms. Melaragni is eligible to participate in our annual performance bonus plan with an annual bonus target of 75% of her base salary. In connection with her appointment, Ms. Melaragni received a one-time award of $400,000 in time-based restricted share units, which vest in equal installments on the first and second anniversaries of her hire date. Ms. Melaragni is also entitled to relocation assistance to the Tampa, Florida area, which is subject to repayment under certain circumstances if Ms. Melaragni resigns her employment for any reason or is terminated for Cause (as defined in the offer letter and/or in the Severance Plan) prior to the first anniversary of her relocation date.

Ms. Melaragni is also eligible to participate in our benefit plans made available to our employees and senior executives, as well as our long-term incentive plans at the discretion of the Compensation Committee. The 2022 grants to Ms. Melaragni under our long-term incentive plans are set forth in the “Grants of Plan-Based Awards in Fiscal 2022” Table below.

Ms. Melaragni participates in the Severance Plan, pursuant to which she is subject to standard confidentiality undertakings and non-disparagement covenants that survive the termination of her employment, regardless of the cause of the termination. She is also subject to a non-competition covenant that generally limits her ability to compete with us in any countries in which we conduct business, as well as a non-solicitation covenant. These limitations continue during the term of employment and for a period of fifteen months following termination, regardless of the cause of the termination.

In September 2021, we entered into an offer letter agreement with Cate Gutowski to serve as our Chief Operating Officer. The agreement has an indefinite term and provides for an annual base salary of $600,000, and a car allowance. Ms. Gutowski is eligible to participate in our annual performance bonus plan with an annual bonus target of 75% of her base salary. In connection with her appointment, Ms. Gutowski received a cash sign-on bonus of $500,000, subject to repayment if, prior to 18 months from her employment date, she voluntarily resigns her position for any reason or is terminated for Cause (as defined in the offer letter and in the Severance Plan). She also received a one-time award of $4,300,000 in time-based restricted share units, the first installment of which vested in 2022, and the remainder of which will vest as described below. Ms. Gutowski was also entitled to relocation assistance to the Tampa, Florida area, which is subject to repayment under certain circumstances if Ms. Gutowski fails to relocate to the Tampa area on a permanent basis by a certain deadline, or resigns her employment for any reason or is terminated for Cause (as defined in the offer letter and/or in the Severance Plan) prior to the first anniversary of the relocation date.

Ms. Gutowski participates in the Severance Plan, pursuant to which she is subject to standard confidentiality undertakings and non-disparagement covenants that survive the termination of her employment, regardless of the cause of the termination. She is also subject to a non-competition covenant that generally limits her ability to compete with us in any countries in which we conduct business, as well as a non-solicitation covenant. These limitations continue during the term of employment and for a period of fifteen months following termination, regardless of the cause of the termination.

On January 20, 2023, Ms. Gutowski resigned from her position as our Chief Operating Officer. Ms. Gutowski will remain with us in an advisory capacity through July 1, 2023. As part of a Separation Agreement and General Release entered into with us, we will not seek reimbursement of relocation expenses incurred by Ms. Gutowski. In addition, the Compensation Committee has determined to accelerate the vesting of 136,335 restricted share units on her departure date, representing the unvested portion of the restricted share units that were granted to Ms. Gutowski in October 2021.

In December 2020, we entered into an amended and restated offer letter agreement with Marni Morgan Poe to serve as our Chief Legal Officer, which memorialized the previously disclosed terms of her employment with us. The agreement has an indefinite term and provides for an annual base salary, which will be increased to $500,000 effective as of March 26, 2023, and a car allowance. Ms. Poe is eligible to participate in our annual performance bonus plan with an annual bonus target of 75% of her base salary.

Ms. Poe is also eligible to participate in our benefit plans made available to our employees and senior executives, as well as our long-term incentive plans at the discretion of the Compensation Committee. The 2022 grants to Ms. Poe under our long-term incentive plans are set forth in the “Grants of Plan-Based Awards in Fiscal 2022” Table below.

Ms. Poe participates in the Severance Plan, pursuant to which she is subject to standard confidentiality undertakings and non-disparagement covenants that survive the termination of her employment, regardless of the cause of the termination. She is also subject to a non-competition covenant that generally limits her ability to compete with us in any countries in which we conduct business, as well as a non-solicitation covenant. These limitations continue during the term of employment and for a period of fifteen months following termination, regardless of the cause of the termination.

We have arrangements with our named executive officers to provide for payment and other benefits if such executive’s employment is terminated under certain circumstances. We have entered into such arrangements in order to discourage these executives from voluntarily terminating their employment with us in order to accept other employment opportunities, and to provide assurances to these executives that they will be compensated if terminated by us without cause.

As of the last day of fiscal 2022, each of our named executive officers participated in our Amended and Restated Severance and Non-Competition Plan (the “Severance Plan”), which we first implemented in 2009. The Severance Plan defines the entitlements for these executives upon a qualified termination of employment and replaces all previous termination and severance benefits to which they may have been entitled. For more detail, please see Potential Payments Upon Termination or Change of Control—Severance Plan” on page 56 of this proxy statement.

Our Equity Plans (see “Equity Compensation Plan Information” on page 65 of this proxy statement) contain “double trigger” provisions in connection with a change of control of Primo Water, thus protecting participants in the event of certain qualifying terminations of employment, and providing assurances that their equity investment in Primo Water will not be lost in the event of the sale, liquidation, dissolution or other change of control of Primo Water. These terms provide for the acceleration of equity awards in limited circumstances, namely, when the awards (1) are not continued, assumed, or replaced by the surviving or successor entity or (2) are so assumed, but where a named executive officer or employee is involuntarily terminated for reasons other than Cause, or terminates his or her employment for Good Reason (as such capitalized terms are defined in the Amended and Restated Equity Plan), within two years after the change of control.

Additionally, our Equity Plans provide for other potential benefits, absent a change in control, when a named executive officer or other employee is terminated without Cause, resigns with Good Reason or retires. In the case of a termination without Cause or resignation with Good Reason, the Equity Plans provide for partial vesting for performance-based awards, restricted shares and restricted share units based on the length of employment relative to the performance or vesting period and accelerated vesting of options, generally on the employment termination date. In the case of retirement (defined in the Equity Plans as having attained age 60 and completed ten continuous years of service with Primo Water), the Equity Plans provide for continued vesting of such awards.

A more detailed discussion of potential payments and benefits in connection with a termination or change of control is set forth under “Potential Payments Upon Termination or Change of Control” on page 54 of this proxy statement.

The Board has established minimum share ownership guidelines for the Chief Executive Officer, Chief Financial Officer, all other direct reports to the Chief Executive Officer, and certain other members of senior management. Under these share ownership guidelines, the Chief Executive Officer must own common shares having a minimum aggregate value equal to six times his annual base salary. The Chief Financial Officer and Chief Operating Officer must own common shares having a minimum aggregate value equal to two times his or her annual base salary. Other direct reports must own common shares having a minimum aggregate value equal to one and a half times his or her annual base salary. Unexercised stock options and unvested restricted stock awards or restricted stock units subject to future performance-based vesting do not count toward satisfaction of the threshold. The Compensation Committee or the Board may, from time to time, reevaluate and revise these guidelines to give effect to changes in Primo Water’s common share price, capitalization, or changes in the base salary or the title of the above mentioned persons.

The value of shares owned by each of the above persons necessary to maintain compliance with the guidelines is recalculated on an annual basis on December 31 of each year. Compliance with the requirements is measured on December 31 of each year and reported to the Compensation Committee. Individuals are expected to monitor their own compliance throughout the year. Individuals subject to the guidelines are not required to attain the minimum ownership level by a particular deadline; however, until the guideline amount is achieved, the Chief Executive Officer

is required to retain an amount equal to 100% of net shares received as equity compensation, and each other named executive officer is required to retain an amount equal to 75% of the net shares received as equity compensation. Once an individual achieves the applicable ownership guideline, he or she will be considered in compliance, regardless of any changes in base salary (except for promotional increases) or the price of Primo Water common shares, so long as he or she continues to own at least the number of Primo Water common shares owned at the time he or she achieved the applicable guideline. “Net shares” are defined as those shares that remain after shares are sold or netted to pay the exercise price of stock options (if applicable) and taxes payable upon the grant of a stock payment or the vesting of restricted shares, restricted share units, performance shares, performance share units or the exercise of stock options or stock appreciation rights. Shares purchased on the open market may be sold in compliance with Primo Water’s policies and applicable securities laws. Failure to meet or to show sustained progress toward meeting the guidelines may be a factor considered by the Compensation Committee in determining future long-term incentive equity grants to such persons. These requirements are designed to ensure that the economic interests of senior management correlate with the value of our stock and are thus closely aligned with the interests of Primo Water’s shareowners.

We have maintained Primo Water’s Employee Share Purchase Plan (the “ESPP”) since 2015. The purpose of the ESPP is to provide eligible employees of Primo Water and our designated subsidiaries (including our named executive officers) with an opportunity to acquire an ownership interest in us through the purchase of our common shares through payroll deductions at a discounted price. Eligible employees may purchase common shares at a price equal to 90% of the lower of the closing price of common shares on the NYSE on the first and last day of the offering period. We believe the ESPP further aligns the interests of our employees and shareowners and aids in the recruitment and retention of employees.

Our insider trading policy prohibits directors, officers, employees and consultants of Primo Water and certain of their family members from purchasing or selling any type of security, whether issued by us or another company, while such person is aware of material non-public information relating to the issuer of the security or from providing such material non-public information to any person who may trade while aware of such information. Trades by directors, executive officers and certain other employees are prohibited during certain prescribed blackout periods and are required to be pre-cleared by our Chief Legal Officer and Secretary, subject to limited exceptions for approved Rule 10b5-1 plans. This policy prohibits directors, officers, employees and consultants of Primo Water from engaging in “short sales” with respect to our securities, trading in put or call options, or engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, with respect to our securities. This policy also prohibits employees and directors, including the named executive officers, from holding Primo Water securities in a margin account or pledging Primo Water securities as collateral for a loan.

Our Board has adopted a clawback policy that allows the Board to recoup any excess annual or long-term incentive compensation paid to our current and former executive officers in the event of a required accounting restatement of our financial statements, whether or not based on misconduct, due to material non-compliance with any financial reporting requirement under the securities laws of the United States. The clawback policy is intended to reduce potential risks associated with our incentive plans, and thus better align the long-term interests of our named executive officers and shareowners.

The Compensation Committee believes that Primo Water’s compensation plans and policies provide incentives for our executives and other employees to create long-term shareowner value, promote the creation of long-term value and discourage behavior that leads to excessive risk, as further detailed below:

The Compensation Committee has reviewed Primo Water’s compensation policies and practices for its employees and determined that the risks arising from those policies and practices are not reasonably likely to have a material adverse effect on Primo Water.