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POOL > SEC Filings for POOL > Form 8-K on 2-May-2013All Recent SEC Filings

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Form 8-K for POOL CORP


2-May-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of Security


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
                                                         Broker
                                 For       Withheld    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

                                      Broker
    For       Against    Abstain    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

                                        Broker
    For        Against     Abstain    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

                                      Broker
    For       Against    Abstain    Non-Votes
42,000,856    102,537     18,450    2,787,965



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Pool Corporation Strategic Plan Incentive Program
99.1 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.

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