Form 8-K POOL CORP For: May 07

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May 7, 2015 5:30 PM EDT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
______________
 
 
FORM 8-K
 
______________
 
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) May 7, 2015 (May 6, 2015)
 
______________
 
 
POOL CORPORATION
(Exact name of registrant as specified in its charter)
 
______________
 
 

Delaware
0-26640
36-3943363
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 

109 Northpark Boulevard, Covington, Louisiana
70433-5001
(Address of principal executive offices)
(Zip Code)
 
 
985-892-5521
(Registrant's telephone number, including area code)
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





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

(a)  Annual Meeting of Stockholders
 
The Annual Meeting of Stockholders of Pool Corporation was held on May 6, 2015.

(b)  Voting Results
 
Stockholders elected eight directors to serve a one-year term or until their successors are elected and qualified.  The final votes with respect to each director were as follows:
 
 
 
Number of Shares
 
 
For
 
Withheld
 
Broker
Non-Votes
Andrew W. Code
 
38,174,322

 
327,681

 
2,412,461

James J. Gaffney
 
37,365,203

 
1,136,800

 
2,412,461

George T. Haymaker, Jr.
 
38,292,547

 
209,456

 
2,412,461

Manuel J. Perez de la Mesa
 
38,265,105

 
236,898

 
2,412,461

Wilson B. Sexton
 
38,275,755

 
226,248

 
2,412,461

Harlan F. Seymour
 
38,293,652

 
208,351

 
2,412,461

Robert C. Sledd
 
38,175,318

 
326,685

 
2,412,461

John E. Stokely
 
38,095,194

 
406,809

 
2,412,461

 
Stockholders ratified the retention of Ernst & Young LLP, certified public accountants, as our independent registered public accounting firm for the fiscal year ending December 31, 2015.  The final votes were as follows:
 
Number of Shares
For
 
Against
 
Abstain
 
Broker
Non-Votes
40,514,761

 
391,771

 
7,932

 
—

 
Stockholders approved, on an advisory and non-binding basis, the compensation of our named executive officers (the say-on-pay vote).  The final votes were as follows:
 
Number of Shares
For
 
Against
 
Abstain
 
Broker
Non-Votes
37,817,362

 
652,264

 
32,377

 
2,412,461










Item 7.01  Regulation FD Disclosure.
 
On May 7, 2015, Pool Corporation issued the press release included herein as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits.
 

(d)
Exhibits
 
 
Press release issued by Pool Corporation on May 7, 2015, announcing additional authorization under its share repurchase program, the declaration of an increased quarterly cash dividend and the voting results of its annual meeting.




 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
                     
POOL CORPORATION
 
 
 
 
 
 
 
By:
/s/ MARK W. JOSLIN
 
 
Mark W. Joslin
 
 
Senior Vice President and Chief Financial Officer


Dated: May 7, 2015





                

Exhibit 99.1

IMMEDIATE RELEASE

POOL CORPORATION ANNOUNCES
ADDITIONAL AUTHORIZATION UNDER SHARE REPURCHASE PROGRAM,
INCREASED QUARTERLY CASH DIVIDEND AND
VOTING RESULTS FOR 2015 ANNUAL MEETING OF STOCKHOLDERS
______________________

COVINGTON, LA. (May 7, 2015) - Pool Corporation (NASDAQ/GSM: POOL) announced today that its Board of Directors has authorized an additional $100.0 million under its existing share repurchase program for the purchase of the Company’s stock in the open market at prevailing market prices or in privately negotiated transactions.

The Company also announced that the Board has declared a quarterly cash dividend of $0.26 per share, an 18% increase over the previous quarterly dividend amount of $0.22 per share. The dividend is payable on June 3, 2015 to stockholders of record on May 20, 2015. As of May 6, 2015 there were 43,527,762 shares of common stock outstanding.

At POOLCORP’s annual meeting of stockholders on May 6, 2015, stockholders elected Andrew W. Code, James J. Gaffney, George T. Haymaker, Jr., Manuel J. Perez de la Mesa, Harlan F. Seymour, Robert C. Sledd, John E. Stokely and Wilson B. Sexton to serve as directors for the ensuing year. Stockholders also ratified the retention of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2015 and approved, on an advisory, non-binding basis, the compensation of our named executive officers (the say-on-pay vote).

Speaking at the meeting, Mr. Sexton, Chairman of the Board, commented, “It is humbling and gratifying to know that we continue to earn the trust and confidence of our stockholders. As directors, we make a sincere commitment and acknowledge our obligation to work hard on their behalf. We look forward to serving for, what we believe will be, another successful year for POOLCORP”.

Pool Corporation is the largest wholesale distributor of swimming pool and related backyard products. Currently, POOLCORP operates 330 sales centers in North America, Europe, South America and Australia through which it distributes more than 160,000 national brand and private label products to roughly 100,000 wholesale customers. For more information about POOLCORP, please visit www.poolcorp.com.

This news release includes “forward-looking” statements that involve risk and uncertainties that are generally identifiable through the use of words such as “believe,” “expect,” “intend,” “plan,” “estimate,” “project,” “should” and similar expressions and include projections of earnings. The forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements speak only as of the date of this release, and we undertake no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur. Actual results may differ materially due to a variety of factors, including the sensitivity of our business to weather conditions, changes in the economy and the housing market, our ability to maintain favorable relationships with suppliers and manufacturers, competition from other leisure product alternatives and mass merchants and other risks detailed in POOLCORP’s 2014 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

CONTACT:
Craig K. Hubbard
985.801.5117



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