POOL CORP
For the period ended Dec 31, 2023. Filed Mar 28, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Mar 28, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrantý
Filed by a party other than the Registranto
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material under § 240.14a-12
Pool Corporation
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
ý No fee required
o Fee paid previously with preliminary materials
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Notice of 2024 Annual Meeting
and Proxy Statement
Wednesday, May 1, 2024
9:00 a.m. Eastern Time
Online at
www.virtualshareholdermeeting.com/POOL2024
Dear Fellow Shareholder,
I am pleased to invite you to attend our 2024 annual meeting of stockholders (the Annual Meeting) on Wednesday, May 1, 2024, at 9:00 a.m. Eastern Time. The Annual Meeting will be held in a virtual-only format, via live webcast, and there will not be a physical meeting location. You will be able to virtually attend the Annual Meeting, vote and submit your questions by following the instructions in the accompanying proxy materials.
Your vote is important to us. The accompanying Annual Notice of Meeting and Proxy Statement describe the matters being voted on and contain other information relating to Pool Corporation. Please read these materials carefully. Whether or not you plan to virtually attend the meeting, please ensure that your shares are represented by giving us your proxy. You can do so by telephone, by internet or by signing and dating the enclosed proxy form and returning it promptly by mail.
We value your investment in Pool Corporation, and we look forward to your participation in the Annual Meeting.
Sincerely,
Peter D. Arvan
President, Chief Executive Officer and Director
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
Pool Corporation (the Company, we, us orour) cordially invites you to virtually attend its 2024 annual meeting of stockholders (the Annual Meeting) on Wednesday, May 1, 2024, at 9:00 a.m. Eastern Time. The Annual Meeting will be held in a virtual meeting format only. You will not be able to physically attend the Annual Meeting. You will be able to virtually attend the Annual Meeting, vote and submit your questions by visitingwww.virtualshareholdermeeting.com/POOL2024, entering the 16-digit control number included on your proxy card and following the instructions for participation and voting.
At the Annual Meeting, you will be asked to:
elect the eight director nominees named in our attached Proxy Statement, each to serve a one-year term or until their successors have been elected and qualified;
ratify the retention of Ernst & Young LLP, certified public accountants, as our independent registered public accounting firm for the 2024 fiscal year; and
cast a non-binding advisory vote to approve the compensation of our named executive officers as disclosed in our attached Proxy Statement (the say-on-pay vote).
Stockholders will consider any other business which may properly come before the Annual Meeting. The accompanying Proxy Statement describes the matters being voted on and contains other information relating to Pool Corporation. Please read it carefully.
The Board of Directors has set Thursday, March 14, 2024, as the record date for the Annual Meeting. If you owned shares of the Company’s common stock at the close of business on that date, you are entitled to receive this notice and to vote on the matters to be brought before the Annual Meeting or any adjournments or postponements thereof.
By Order of the Board of Directors,
Corporate Secretary
Covington, Louisiana
March 28, 2024
Every stockholder’s vote is important. Please sign, date and return the enclosed proxy card, or authorize your proxy by telephone or via the internet as instructed on the proxy card, whether or not you plan to attend the Annual Meeting. See “Frequently Asked Questions Regarding Attendance and Voting” for information about voting by telephone or internet.
Important notice regarding the availability of proxy materials for the Annual Meeting to be held on May 1, 2024:
The Company’s 2024 Proxy Statement and Annual Report to Stockholders for the fiscal year ended December 31, 2023 are available athttp://ir.poolcorp.com/proxy-statements-annual-reports.
TABLE OF CONTENTS
| Page | |
|---|---|
| Frequently Asked Questions Regarding Attendance and Voting | 1 |
| Election of Directors (Proposal 1) | 5 |
| Principal Stockholders | 17 |
| Equity Compensation Plan Information | 19 |
| Compensation Discussion and Analysis | 20 |
| Executive Summary | 20 |
| Compensation Objectives and Philosophy | 24 |
| Process of Setting Compensation | 24 |
| Compensation Components | 26 |
| Report of the Compensation Committee | 34 |
| Executive Compensation | 35 |
| Pay Versus Performance | 43 |
| Director Compensation | 46 |
| Certain Relationships and Related Transactions | 47 |
| Report of the Audit Committee | 48 |
| Proposal to Ratify the Retention of Independent Registered Public Accounting Firm (Proposal 2) | 49 |
| Advisory Vote to Approve Named Executive Officer Compensation (Proposal 3) | 50 |
| Stockholder Proposals and Board Nominations | 51 |
We include website addresses throughout this Proxy Statement for reference only. The information contained or referenced on our website and other websites mentioned in this Proxy Statement are not a part of this Proxy Statement and are not deemed incorporated by reference into this Proxy Statement or any other public filing made with the Securities and Exchange Commission (SEC).
Except for historical and factual information contained herein, matters set forth in our 2024 proxy materials identified by words such as “expects,” “believes,” “will” and similar expressions are forward-looking statements as defined by the federal securities laws and are subject to the “safe harbor” protection thereunder. Actual events and results may differ materially from those anticipated by us in those statements due to several factors, including those disclosed in our other filings with the SEC. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.