POOL 2013 Annual Meeting 8-K


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 2, 2013 (May 1, 2013)
 
______________
 
 
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.
(e) As noted in the Item 5.07 disclosure below, the stockholders of Pool Corporation (the Company) approved the Pool Corporation Strategic Plan Incentive Program (the SPIP) at the Annual Meeting of Stockholders on May 1, 2013. The SPIP is a cash-based, medium term pay for performance program and was presented to stockholders for approval in order to qualify the compensation awarded under the SPIP as deductible performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended. The SPIP, which will be administered by the Compensation Committee of the Company's Board of Directors (the Committee), will be used for three-year performance periods beginning in fiscal year 2013 and future years, unless terminated earlier by the Committee.
Executive officers and senior management are eligible to participate in the SPIP when designated by the Committee. All of our named executive officers have been designated as Group I participants in the SPIP for the performance period beginning in 2013. Under the SPIP, participants are eligible to earn an award based upon the Company's earnings per share growth at a compounded annual rate of at least 10% during each three-year performance period. The Committee shall establish in writing the earnings per share baseline within the first 90 days of each performance period. No participant may be paid an award under the SPIP of more than $1,500,000 during any fiscal year.
This brief summary of SPIP is qualified in its entirety by the terms of the SPIP, a copy of which is filed as Exhibit 10.1 to this report on Form 8-K.


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 1, 2013.

(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
 
41,150,297

 
971,546

 
2,787,965

James J. Gaffney
 
41,956,828

 
165,015

 
2,787,965

George T. Haymaker, Jr.
 
41,266,051

 
855,792

 
2,787,965

Manuel J. Perez de la Mesa
 
42,008,455

 
113,388

 
2,787,965

Wilson B. Sexton
 
41,974,278

 
147,565

 
2,787,965

Harlan F. Seymour
 
42,072,433

 
49,410

 
2,787,965

Robert C. Sledd
 
41,151,246

 
970,597

 
2,787,965

John E. Stokely
 
41,890,193

 
231,650

 
2,787,965

 
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, 2013.  The final votes were as follows:
 
Number of Shares
For
 
Against
 
Abstain
 
Broker
Non-Votes
44,691,815

 
216,029

 
1,964

 
—

 
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
40,619,963

 
1,211,393

 
290,487

 
2,787,965



Stockholders approved the Pool Corporation Strategic Plan Incentive Program.  The final votes were as follows:

Number of Shares
For
 
Against
 
Abstain
 
Broker
Non-Votes
42,000,856

 
102,537

 
18,450

 
2,787,965



Item 7.01  Regulation FD Disclosure.
 
On May 2, 2013, Pool Corporation issued the press release included herein as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits.
 

(d) Exhibits
 
 
Pool Corporation Strategic Plan Incentive Program
Press release issued by Pool Corporation on May 2, 2013, announcing 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
 
 
Vice President and Chief Financial Officer


Dated: May 2, 2013