Document


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 3, 2017 (May 2, 2017)
 ______________
  
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o





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 2, 2017.

(b)  Voting Results
 
Stockholders elected seven 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
 
Abstain
 
Broker
Non-Votes
Andrew W. Code
 
34,361,168

 
2,213,051

 
58,484

 
2,471,673

Timothy M. Graven
 
36,421,499

 
148,716

 
62,488

 
2,471,673

Manuel J. Perez de la Mesa
 
36,354,291

 
220,168

 
58,244

 
2,471,673

Harlan F. Seymour
 
35,987,599

 
586,612

 
58,492

 
2,471,673

Robert C. Sledd
 
34,384,322

 
2,189,665

 
58,716

 
2,471,673

John E. Stokely
 
34,553,738

 
2,020,472

 
58,493

 
2,471,673

David G. Whalen
 
36,457,345

 
112,271

 
63,087

 
2,471,673

 
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, 2017.  The final votes were as follows:
 
Number of Shares
For
 
Against
 
Abstain
 
Broker
Non-Votes
38,410,805

 
594,834

 
98,737

 
—

 
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
36,272,021

 
165,725

 
194,957

 
2,471,673


Stockholders approved, on an advisory and non-binding basis, that future say-on-pay votes will be held every year (the frequency vote).  The final votes were as follows:
 
Number of Shares
Every Year
 
Every Two Years
 
Every Three Years
 
Abstain
33,011,653

 
71,029

 
3,479,696

 
70,325


Based on the outcome of the frequency vote and consistent with its recommendation, the Board has determined that the Company will continue to hold the say-on-pay vote on an annual basis until the next required frequency vote.

Item 7.01  Regulation FD Disclosure.
 
On May 3, 2017, Pool Corporation issued the press release included herein as Exhibit 99.1.





Item 9.01  Financial Statements and Exhibits.
 
(d)
Exhibits
Press release issued by Pool Corporation on May 3, 2017, announcing additional authorization under the share repurchase program, 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
 
 
Senior Vice President and Chief Financial Officer


Dated: May 3, 2017