UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Under § 240.14a-12 |
PRIMO WATER CORPORATION |
(Name of Registrant as Specified In Its Charter) |
| |
LEGION PARTNERS HOLDINGS, LLC LEGION PARTNERS, L.P. I LEGION PARTNERS, L.P. II LEGION PARTNERS, LLC LEGION PARTNERS ASSET MANAGEMENT, LLC CHRISTOPHER S. KIPER RAYMOND T. WHITE TIMOTHY P. HASARA HENRIK JELERT DEREK R. LEWIS LORI T. MARCUS |
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Legion Partners Holdings, LLC, a Delaware limited liability company (“Legion Partners Holdings”), together with the other participants named herein (collectively, “Legion”), has filed a definitive proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2023 annual and special meeting of shareowners (the “Annual and Special Meeting”) of Primo Water Corporation, a corporation continued under the laws of the Province of Ontario (the “Company”).
Item 1: On April 13, 2023, Legion issued the following press release:
Legion Partners Releases Supplemental Presentation Setting the Record Straight on Primo Water Corporation’s Ongoing Efforts to Distract Shareowners
Visit www.PurifyThePrimoBoard.com to Download a Copy of the Supplemental Presentation and Obtain Information About How to Vote on the WHITE Universal Proxy Card
LOS ANGELES--(BUSINESS WIRE)-- Legion Partners Asset Management, LLC (together with its affiliates, “Legion Partners” or “we”), which collectively with the other participants in its solicitation beneficially owns approximately 1.5% of the outstanding common shares of Primo Water Corporation (TSX/NYSE: PRMW) (“Primo” or the “Company”), today released a supplemental presentation detailing the Company’s smear tactics and attempts to divert attention from its poor performance. Despite Primo’s repeated assertion that its strategy is working, the reality is that it is not. The presentation highlights Primo’s long-term stock price and operating underperformance, close to zero customer growth, woefully low return on invested capital and its attempts to suppress shareowner rights. The supplemental presentation can be viewed at the following link: www.PurifyThePrimoBoard.com.
As a reminder, Legion Partners encourages shareowners to vote on the WHITE universal proxy card today for its director nominees, Timothy Hasara and Derek Lewis, not vote for four long-tenured incumbent directors, Jeremy Fowden, Billy Prim, Eric Rosenfeld and Greg Monahan, and against Proposal 5, which seeks to approve shareowner-unfriendly amendments to the Company’s advance notice bylaws. If Legion Partners’ legal action is effective, Legion Partners hopes to give shareowners the opportunity to also vote for its two other highly qualified director candidates, Henrik Jelert and Lori Tauber Marcus.
Shareowners can visit www.PurifyThePrimoBoard.com for more information.
About Legion Partners
Legion Partners is an activist investment manager based in Los Angeles, CA, focused on U.S. small-cap companies. Legion Partners seeks to generate attractive long-term returns employing deep fundamental research, a concentrated portfolio and responsible, collaborative engagement as a catalyst for value creation. Founded in 2012, Legion Partners takes a value-driven approach to managing a high-conviction portfolio on behalf of sophisticated institutional and individual investors. Learn more at www.legionpartners.com.
Contacts
Investors:
Saratoga Proxy Consulting LLC
John Ferguson / Joe Mills, 212-257-1311
info@saratogaproxy.com
Media:
Longacre Square Partners
Scott Deveau / Dan Zacchei
PRMW@longacresquare.com
Item 2: Also on April 13, 2023, Legion issued an investor presentation titled “Setting the Record Straight,” a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 3: Also on April 13, 2023, Legion posted the following materials to www.PurifyThePrimoBoard.com:
