Primo Brands (PRMB) Proxy Filing summary

Board of directors and corporate governance

• NewCo's board will initially have 15 directors: 7 designated by ORCP Stockholders, 7 by unaffiliated directors from Primo Water, and 1 mutually agreed director; if ORCP Stockholders own 53%+ of Class A shares, a BlueTriton designee replaces the mutually agreed director.

• Board committees (audit, nominating/governance, sustainability, human resources) will each have 4 members: 2 Sponsor Nominees and 2 Unaffiliated Directors; committee chairs are split between Sponsor and Unaffiliated Directors.

• ORCP Stockholders have significant governance rights, including director nomination, committee representation, and consent rights over major corporate actions while holding at least 30% of shares.

• The Non-Executive Chair (initially Dean Metropoulos) will serve a two-year term, with defined leadership and board agenda-setting responsibilities.

• Lead Independent Director is selected by Unaffiliated Directors and ORCP Stockholders for the first 24 months, then by the full board.

Shareholder rights and capital structure

• NewCo will have dual-class common stock: Class A (one vote per share, full voting rights) and Class B (one vote per share, but not on director elections); Class B shares are convertible to Class A under certain conditions.

• ORCP Group cannot vote more than 49% of Class A shares prior to a defined sunset event; Class B shares automatically convert to Class A after certain triggers (e.g., debt repayment, date, or change of control waiver).

• ORCP Stockholders have preemptive rights to purchase new equity issuances and receive advance notice of share issuances or repurchases.

• Transfer restrictions apply to Sponsor Stockholders for three months post-closing, after which registration rights allow for public offerings.

• Anti-takeover provisions include opt-out of DGCL Section 203 but substitute similar restrictions in the certificate of incorporation, and require supermajority board or shareholder approval for key changes.

Voting matters and shareholder proposals

• Shareholders will vote on the Arrangement Resolution (requiring 66 2/3% approval) and an advisory Executive Compensation Resolution (simple majority).

• Only registered shareholders as of the record date may vote; beneficial owners must arrange for their registered holder to vote on their behalf.

• Advance notice and disclosure requirements apply for shareholder proposals and director nominations at meetings.