pool2009amdiv.htm
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 6, 2009 (May 5,
2009)
______________
POOL CORPORATION
(Exact name of registrant as
specified in its charter)
______________
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Delaware
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0-26640
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36-3943363
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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109 Northpark Boulevard,
Covington, Louisiana
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70433-5001
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(Address
of principal executive offices)
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(Zip
Code)
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| |
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985-892-5521
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(Registrant's
telephone number, including area
code)
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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 Arrangements of Certain
Officers.
(e) At
the Annual Meeting of Shareholders of Pool Corporation held on May 5, 2009, the
shareholders approved an amendment to the Company’s 2007 Long-Term Incentive
Plan to increase: (1) the maximum total number of shares of the Company’s Common
Stock authorized for issuance from 1,515,000 to 5,415,000 shares; (2) within
that total maximum, the maximum number of shares that may be issued as
restricted stock from 100,000 to 1,300,000; and (3) the maximum number of shares
of Common Stock that may be granted to one individual during a calendar year
from 200,000 to 400,000 shares. The principal features of the 2007
Long-Term Incentive Plan are summarized under proposal two of the Company’s
definitive Proxy Statement for the 2009 Annual Meeting, filed with the
Securities and Exchange Commission on March 27, 2009. Such summary is
qualified in its entirety by reference to the Amended and Restated 2007
Long-Term Incentive Plan, a copy of which is filed herewith as Exhibit
10.1.
Following the
Annual Meeting of Shareholders, the Compensation Committee of the Board of
Directors approved the following: (1) a form of Stock Option Agreement; (2) a
form of Restricted Stock Agreement; (3) a form of Director Stock Option
Agreement; and (4) a form of Director Restricted Stock Agreement.
Copies of the forms of agreements are attached hereto as Exhibits 10.2, 10.3,
10.4 and 10.5 respectively and incorporated herein by
reference.
Item 7.01 Regulation FD Disclosure.
On May 6,
2009, Pool Corporation issued the press release included herein as Exhibit
99.1.
Item 9.01 Financial Statements
and Exhibits.
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Press
release issued by Pool Corporation on May 6, 2009, announcing the voting
results of its annual meeting and the declaration of its regular quarterly
cash dividend.
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Amended
and Restated 2007 Long-Term Incentive
Plan
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Form
of Stock Option Agreement
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Form
of Restricted Stock Agreement
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Form
of Director Stock Option Agreement
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Form
of Director Restricted Stock
Agreement
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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 6, 2009