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): April 30, 2019 

 

Cott Corporation

(Exact name of registrant as specified in its charter)  

 

 

         
Canada   001-31410   98-0154711
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     

1200 Britannia Rd., East

Mississauga, Ontario, Canada

   L4W 4T5
   

Corporate Center III

4221 W. Boy Scout Blvd., Suite 400

Tampa, Florida, United States

   33607
(Address of Principal Executive Offices)   (Zip Code)
             

 

     
Registrant’s telephone number, including area code:  

(905) 795-6500

(813) 313-1732

     

 

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ 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 ☐

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. ☐

 

 

 

 
 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On May 2, 2019, Cott Corporation (the “Company”) issued a press release reporting financial results for the fiscal quarter ended March 30, 2019. A copy of the press release is furnished herewith under the Securities Exchange Act of 1934, as amended, as Exhibit 99.1 to this Form 8-K and is incorporated by reference into this Item 2.02 as if fully set forth herein.

 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

The Company’s Annual Meeting of Shareowners (the “Meeting”) was held on Tuesday, April 30, 2019. As at the record date of March 11, 2019, 135,965,656 common shares were outstanding and entitled to notice of and to vote at the Meeting.

 

Election of Directors

 

At the Meeting, shareowners approved the election of Britta Bomhard, Jerry Fowden, Stephen H. Halperin, Thomas Harrington, Betty Jane Hess, Gregory R. Monahan, Mario Pilozzi, Eric S. Rosenfeld, Graham W. Savage and Steven Stanbrook to serve for the ensuing year and until their respective successors are elected.

   

    For   Against   Withhold   Broker non-votes
Britta Bomhard   109,721,104   -   119,916   5,029,397
 
Jerry Fowden   107,946,300   -   1,894,720   5,029,397
 
Stephen H. Halperin   107,429,926   -   2,411,094   5,029,397
 
Thomas Harrington   108,575,248   -   1,265,772   5,029,397
 
Betty Jane Hess   108,210,205   -   1,630,815   5,029,397
 
Gregory R. Monahan    109,212,489   -   628,531   5,029,397
 
Mario Pilozzi    109,062,023   -   778,997   5,029,397
 
Eric S. Rosenfeld    67,453,312   -   42,387,708   5,029,397
 
Graham W. Savage    108,930,716   -   910,304   5,029,397

 

Steven Stanbrook    109,709,385   -   131,635   5,029,397

 

 

Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Certified Public Accounting Firm

 

At the Meeting, shareowners approved the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered certified public accounting firm for its 2019 fiscal year.

 

For   Against   Withhold   Broker non-votes
 
114,420,929   427,368   22,120   -

 

 

Advisory Vote on Executive Compensation

 

At the Meeting, shareowners approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including Compensation Discussion and Analysis, compensation tables and narrative discussion.

 

For   Against   Withhold   Broker non-votes
 
107,637,623   2,123,283   80,111   5,029,400

 

Item 8.01. Other Events

On May 1, 2019, the Company announced that the Board of Directors declared a dividend of US$0.06 per common share, payable in cash on June 12, 2019 to shareowners of record at the close of business on May 31, 2019.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.   Description

 

  

 

     
99.1   Press Release of Cott Corporation, dated May 2, 2019 (furnished herewith).

 

 
 

 

 

SIGNATURES

 

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.

 

 

  Cott Corporation
  (Registrant)
   
May 2, 2019  
  By: /s/ Marni Morgan Poe
    Marni Morgan Poe
    Chief Legal Officer and Secretary