PRIMO WATER CORP /CN/ : Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

Item 2.02. Results of Operations and Financial Condition.

On May 7, 2020, Primo Water Corporation (the "Company") issued a press release reporting financial results for the fiscal quarter ended March 28, 2020. A copy of the press release is furnished herewith under the Securities Exchange Act of 1934, as amended, as Exhibit 99.1 to this Form 8-K and is incorporated by reference into this Item 2.02 as if fully set forth herein.

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

The Company's Annual Meeting of Shareowners (the "Meeting") was held on Tuesday, May 5, 2020. As at the record date of March 16, 2020, 156,497,165 common shares were outstanding and entitled to notice of and to vote at the Meeting.

Election of Directors

At the Meeting, shareowners approved the election of Britta Bomhard, Susan E. Cates, Jerry Fowden, Stephen H. Halperin, Thomas J. Harrington, Betty Jane Hess, Gregory Monahan, Mario Pilozzi, Billy D. Prim, Eric Rosenfeld, Graham W. Savage and Steven P. Stanbrook to serve for the ensuing year and until their respective successors are elected.

                           For       Against    Withhold    Broker non-votes
      Britta Bomhard   114,973,859      -      1,536,811       12,243,597

      Susan E. Cates   115,763,222      -       747,448        12,243,597

        Jerry Fowden   114,449,298      -      2,061,372       12,243,597

 Stephen H. Halperin   113,132,961      -      3,377,709       12,243,597

Thomas J. Harrington   114,851,474      -      1,659,196       12,243,597

     Betty Jane Hess   107,548,221      -      8,962,449       12,243,597

     Gregory Monahan   114,930,246      -      1,580,424       12,243,597

       Mario Pilozzi   114,947,797      -      1,562,873       12,243,597

       Billy D. Prim   114,840,433      -      1,670,237       12,243,597

   Eric S. Rosenfeld   85,612,388       -      30,898,282      12,243,597

    Graham W. Savage   113,673,896      -      2,836,774       12,243,597

 Steven P. Stanbrook   115,488,804      -      1,021,866       12,243,597

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

At the Meeting, shareowners approved the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent registered certified public accounting firm for its 2020 fiscal year.

    For       Against   Withhold   Broker non-votes
128,072,411   671,413    10,443           -

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Advisory Vote on Executive Compensation

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

    For        Against    Withhold   Broker non-votes
112,195,432   4,193,474   121,764       12,243,597


Item 8.01. Other Events

On May 6, 2020, the Company announced that the Board of Directors declared a dividend of US$0.06 per common share, payable in cash on June 17, 2020 to shareowners of record at the close of business on June 5, 2020.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit
No.       Description

99.1        Press Release of Primo Water Corporation, dated May 7, 2020 (furnished
          herewith).

104       Cover Page Interactive Data (embedded within the Inline XBRL document).

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