Primo Brands (PRMB) Proxy Filing summary

Executive summary

• The transaction merges Primo Water and BlueTriton, creating a new Delaware-incorporated entity, NewCo, with dual headquarters in Tampa, FL and Stamford, CT, and a planned NYSE listing post-closing.

• Former Primo shareholders and equity award holders will own approximately 43% of NewCo, while BlueTriton shareholders will own about 57%.

• The transaction is structured as a court-approved plan of arrangement under Ontario law, followed by a series of mergers, with all regulatory, court, and shareholder approvals required.

• The board and a special committee of independent directors unanimously recommend approval, supported by a fairness opinion from BMO Capital Markets.

Voting matters and shareholder proposals

• Shareholders are asked to approve the Arrangement Resolution (requiring 66 2/3% approval) and a non-binding advisory vote on executive compensation related to the transaction.

• Dissent rights are available to registered shareholders, with a 7.5% dissent threshold as a condition to closing.

• Voting agreements have been executed by directors and executive officers holding 2.1% of shares, committing to support the transaction.

Board of directors and corporate governance

• The initial NewCo board will have 15 directors: seven designated by BlueTriton’s ORCP Stockholders, seven by Primo Water, and one mutually agreed director (unless ORCP holds 53%+ of Class A shares, in which case BlueTriton designates the 15th).

• Board committees will be split between Sponsor Nominees and Unaffiliated Directors, with committee chairs alternating between the two groups.

• The Stockholders Agreement grants ORCP significant governance rights, including director nomination, committee representation, and consent rights over major corporate actions while they own at least 30% of NewCo.