Primo Brands (PRMB) investors elect full board, approve pay and auditor

Rhea-AI Filing Summary

Primo Brands Corporation reported voting results from its Annual Meeting of Stockholders held on April 28, 2026. A total of 348,936,785 Class A common shares were represented, about 96.1% of shares outstanding as of the March 5, 2026 record date, indicating very high participation.

Stockholders elected ten directors for terms running until the 2027 annual meeting. Each nominee received over 334 million votes in favor, with relatively few votes withheld and broker non-votes reported for each director. PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2026, with 348,863,238 votes for, 60,819 against and 12,728 abstentions.

In addition, stockholders approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers, with 334,569,791 votes for, 3,646,738 against, 48,809 abstentions and 10,671,447 broker non-votes. Overall, all proposals described in the proxy statement were approved.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented: 348,936,785 shares Participation rate: 96.1% Auditor ratification votes for: 348,863,238 votes +4 more

7 metrics

Shares represented 348,936,785 shares Class A common stock present or by proxy at April 28, 2026 meeting

Participation rate 96.1% Percent of outstanding Common Stock as of March 5, 2026 record date

Auditor ratification votes for 348,863,238 votes For PricewaterhouseCoopers LLP as 2026 independent registered public accounting firm

Auditor ratification votes against 60,819 votes Votes against PricewaterhouseCoopers LLP ratification

Say-on-pay votes for 334,569,791 votes For advisory approval of named executive officer compensation

Say-on-pay votes against 3,646,738 votes Against advisory approval of named executive officer compensation

Director example votes for 337,889,740 votes Votes for director nominee Allison Spector

Key Terms

broker non-votes, independent registered public accounting firm, advisory (non-binding) basis, named executive officers, +1 more

5 terms

broker non-votes financial

"Votes FOR | | Votes WITHHELD | | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory (non-binding) basis financial

"Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers"

named executive officers financial

"compensation of the Company’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

emerging growth company financial

"Emerging growth company    On April 28, 2026, Primo Brands Corporation"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

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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 28, 2026

Primo Brands Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-42404		99-3483984
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

1150 Assembly Drive, Suite 800, Tampa, Florida 33607 900 Long Ridge Road, Building 2 Stamford, Connecticut 06902

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (813) 544-8515

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A common stock, $0.01 par value per share		PRMB		The New York Stock Exchange

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 5.07 Submission of Matters to a Vote of Security Holders.

On April 28, 2026, Primo Brands Corporation (the “Company”) held its Annual Meeting of Stockholders. A total of 348,936,785 shares of the Company’s Class A common stock (“Common Stock”) were present in person or represented by proxy at the meeting, representing approximately 96.1% percent of the Company’s outstanding Common Stock as of the March 5, 2026 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 18, 2026.

Item 1 — Election of ten directors for a term of office expiring on the date of the Annual Meeting of Stockholders in 2027 and until their respective successors have been duly elected and qualified.

		Votes FOR		Votes WITHHELD		Broker Non-Votes
Britta Bomhard		336,701,278		1,564,060		10,671,447
Susan E. Cates		336,718,735		1,546,603		10,671,447
Michael Cramer		336,135,117		2,130,221		10,671,447
Eric J. Foss		336,513,035		1,752,303		10,671,447
Jerry Fowden		334,375,557		3,889,781		10,671,447
Tony W. Lee		337,353,263		912,075		10,671,447
Minsok Pak		337,393,880		871,458		10,671,447
Billy D. Prim		335,757,335		2,508,003		10,671,447
Allison Spector		337,889,740		375,598		10,671,447
Steven P. Stanbrook		337,163,199		1,102,139		10,671,447

Item 2 — Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
348,863,238		60,819		12,728		—

Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
334,569,791		3,646,738		48,809		10,671,447

Based on the foregoing votes, Britta Bomhard, Susan E. Cates, Michael Cramer, Eric J. Foss, Jerry Fowden, Tony W. Lee, Minsok Pak, Billy D. Prim, Allison Spector and Steven P. Stanbrook were elected, and Items 2 and 3 were approved.

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.

				Primo Brands Corporation
Date: April 30, 2026				By:		/s/ Hih Song Kim
						Hih Song Kim
						Chief Legal Officer & Corporate Secretary

FAQ

What did Primo Brands (PRMB) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing ten directors, ratifying PricewaterhouseCoopers LLP as independent auditor for 2026, and approving, on an advisory basis, compensation for named executive officers. All three proposals received sufficient support and were approved at the meeting.

How many Primo Brands (PRMB) shares were represented at the 2026 annual meeting?

A total of 348,936,785 shares of Class A common stock were present in person or by proxy, representing approximately 96.1% of outstanding shares as of the March 5, 2026 record date. This indicates very strong shareholder participation in the meeting.

Were all Primo Brands (PRMB) director nominees elected in 2026?

Yes, all ten director nominees were elected. Each nominee, including Britta Bomhard and Allison Spector, received over 334 million votes in favor, with relatively few votes withheld and 10,671,447 broker non-votes reported for each director position.

Did Primo Brands (PRMB) shareholders approve executive compensation in 2026?

Yes, shareholders approved the compensation of named executive officers on an advisory, non-binding basis. There were 334,569,791 votes for, 3,646,738 against, 48,809 abstentions and 10,671,447 broker non-votes, indicating strong though not unanimous support for the pay program.

Which audit firm did Primo Brands (PRMB) shareholders ratify for 2026?

Shareholders ratified PricewaterhouseCoopers LLP as Primo Brands’ independent registered public accounting firm for the year ending December 31, 2026. The ratification received 348,863,238 votes for, 60,819 against and 12,728 abstentions, showing overwhelming support for the auditor.

What percentage of Primo Brands (PRMB) outstanding shares voted at the 2026 meeting?

Approximately 96.1% of Primo Brands’ outstanding Class A common stock as of the March 5, 2026 record date was represented at the annual meeting. This high turnout suggests broad shareholder engagement with the company’s governance matters and proposals.

Filing Exhibits & Attachments

4 documents

Other Documents

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• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 13.8 KB