Primo Water says two of Legion’s four candidates can be submitted for nomination

Primo Water announced that the Primo Board of Directors has exercised its discretion under Primo’s Bylaws to waive some of the deficiencies in the invalid nomination notice submitted by Legion Partners Holdings, with respect to the election of directors at the Company’s 2023 Annual and Special Meeting of Shareowners. As a result, two of Legion’s four candidates can be submitted for nomination to the Board at the Annual Meeting. The Board met and determined to exercise its discretion on March 21, prior to the initiation of a lawsuit by Legion. The company said, "The Board is not waiving the deficiencies in Legion’s Notice relating to its two other candidates. Those deficiencies, as previously described, involve troubling misrepresentations and omissions of material facts by the candidates themselves that simply cannot be ignored." The Board made the following statement: "Primo shareowners have the right to nominate candidates for election to the Company’s Board of Directors so long as they fully comply with the clear and simple requirements set forth in the Company’s Bylaws. Primo’s disclosure requirements are common and safeguard orderly director elections by requiring, in part, that the Company and shareowners are provided with accurate and truthful information about director candidates. These disclosure standards are the same for both the Company’s nominees and for shareowner nominees. Legion failed to comply with these simple requirements by neglecting to disclose dozens of data points and, importantly, that one of its nominees, Henrik Jelert, was arrested and tried for bribery multiple times, while another of its nominees is involved in a pending lawsuit alleging that she has committed fraud and securities laws violations. These two nominees represented that they had disclosed all the information requested by the Company, when in fact they had not. Each candidate also agreed that the Company would not have to accept his or her name in nomination if he or she omitted material information or made false representations. The Board, as fiduciaries on behalf of all shareowners, announced last week that it would enforce the requirements in the Company’s Bylaws and the contractual commitments made by these candidates. It determined that the Notice was invalid. On March 19, 2023, nearly a week after the deadline for shareowners to submit a valid nomination notice, Legion attempted to correct its egregious errors and omissions by submitting 43 pages of additional information as a self-styled "supplement" to its Notice. The Company’s Bylaws do not contain any provision allowing for late corrective supplements to "cure" a deficient Notice. Nevertheless, the Board met on March 21 and, after careful review of these additional disclosures, determined to exercise its discretion and provide a waiver of certain deficiencies in the Notice with respect to two of Legion’s nominees, Timothy Hasara and Derek Lewis, who we believe have not made material misrepresentations to Primo. Notably, nothing in the "supplement" exonerates Legion’s other two candidates who made these misrepresentations directly to Primo. The Board has determined that those misrepresentations are material and should not be excused. Accordingly, the Company will not recognize Legion’s nominations of Henrik Jelert and Lori Marcus at the Annual Meeting."