Item 2.02. Results of Operations and Financial Condition.

On May 12, 2022, Primo Water Corporation (the "Company") issued a press release reporting financial results for the first quarter ended April 2, 2022. 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 10, 2022. As at the record date of March 21, 2022, 161,069,922 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, Gregory Monahan, Billy D. Prim, Eric Rosenfeld, Archana Singh 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    141,022,598        -         1,164,398       6,316,656

      Susan E. Cates    141,926,424        -          260,572        6,316,656

        Jerry Fowden    140,838,932        -         1,348,064       6,316,656

 Stephen H. Halperin    136,890,006        -         5,296,990       6,316,656

Thomas J. Harrington   141,441,095     -          745,901           6,316,656

    Gregory Monahan     134,974,880        -         7,212,116       6,316,656

       Billy D. Prim    141,458,564        -          728,432        6,316,656

     Eric Rosenfeld     103,009,019        -        39,177,977       6,316,656

      Archana Singh     141,447,225        -          739,771        6,316,656

Steven P. Stanbrook     139,292,922        -         2,894,074       6,316,656






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 2022 fiscal year.





    For       Against   Withhold   Broker non-votes

148,444,713   50,403     8,536            -











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

131,615,234   10,507,545    64,217       6,316,656


Item 8.01. Other Events

On May 11, 2022, the Company announced that the Board declared a dividend of US$0.07 per common share, payable in cash on June 22, 2022 to shareowners of record at the close of business on June 10, 2022.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits



Exhibit
No.        Description

  99.1       Press Release of Primo Water Corporation, dated May 12, 2022 (furnished
           herewith).

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

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