Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 14, 2026, the Board of Directors (the “Board”) of Primo Brands Corporation (the “Company”) accepted the resignation of Minsok Pak from the Board. Mr.…
Primo Brands is a leading North American branded beverage company focused on healthy hydration, delivering responsibly sourced diversified offerings across products, formats, channels, price points, and consumer occasions, distributed in every U.S. state and Canada. Primo Brands has a comprehensive portfolio of highly recognizable and conveniently packaged branded water and beverages that reach consumers whenever, wherever, and however they hydrate through distribution across retail outlets, away from home such as hotels and hospitals, and hospitality and food service accounts, as well as direct delivery to homes and businesses. These brands include established “billion-dollar brands” Poland Spring® and Pure Life®, premium brands like Saratoga® and The Mountain Valley®, leading regional spring water offerings such as Arrowhead®, Deer Park®, Ice Mountain®, Ozarka®, and Zephyrhills®, purified water brands including Primo Water® and Sparkletts®, and flavored and enhanced beverages like Splash Refresher™ and AC+ION®. Primo Brands also has an industry-leading line-up of innovative water dispensers, which create consumer connectivity through recurring water purchases. Primo Brands operates a vertically integrated coast-to-coast network that distributes its brands to more than 200,000 retail outlets, as well as directly reaching customers and consumers through its Direct Delivery, Exchange and Refill offerings. Through Direct Delivery, Primo Brands delivers responsibly sourced hydra
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 14, 2026, the Board of Directors (the “Board”) of Primo Brands Corporation (the “Company”) accepted the resignation of Minsok Pak from the Board. Mr. Pak, who has accepted an executive role with an industry participant, tendered his resignation in accordance with the Company’s Corporate Governance Guidelines as a result of a change in his principal employment responsibilities. Mr. Pak’s resignation is not due to any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.
Additionally, on July 14, 2026, the Board appointed Sudhanshu Priyadarshi to serve on the Board, effective July 14, 2026, to fill the vacancy created by Mr. Pak’s resignation. Mr. Priyadarshi will serve as a director until the Company’s 2027 Annual Meeting of Stockholders or until his successor shall have been elected and qualified, subject to his earlier death, resignation, retirement, disqualification or removal. Mr. Priyadarshi will also serve as a member of the Board’s Audit Committee and Sustainability Committee.
Mr. Priyadarshi, age 49, is Chief Financial Officer and President, International for Planet Fitness, Inc., where he oversees the company’s finance, strategy, investor relations, and information technology functions, in addition to leading its international business operations. He previously served as an advisor to Keurig Dr Pepper (“KDP”) from November 2025 until April 2026 after having served as KDP’s Chief Financial Officer and President, International from November 2023 to November 2025. He previously served as KDP’s Chief Financial Officer from November 2022 until November 2023. Prior to KDP, he served as the Chief Financial Officer of Vista Outdoor Inc. from April 2020 to October 2022. Earlier in his career, Mr. Priyadarshi served as Chief Financial Officer of Flexport and held senior leadership roles at Walmart Inc. and Cipla. Mr. Priyadarshi began his career at PepsiCo, where he spent 14 years in finance and strategy roles, including as Chief Financial Officer for Global R&D and Nutrition. Mr. Priyadarshi currently serves on the board of directors of Wabash National Corporation and he previously served on the board of directors of Chobani LLC from 2025 to 2026. The Board believes that Mr. Priyadarshi’s extensive finance, logistics and technology expertise, and experience with packaged goods companies, will be a valuable contribution to the Board.
Mr. Priyadarshi was appointed to the Board as a Sponsor Nominee (as defined in the Amended and Restated Certificate of Incorporation of the Company (the “Charter”)) in accordance with the Stockholders Agreement, dated November 7, 2024, by and between the Company, Triton Water Parent Holdings, LP and the other parties joined thereto from time to time, and the Charter.
Since the beginning of the Company’s last fiscal year, there have been no transactions, and there are no currently proposed transactions, in which the Company was or is a participant and in which Mr. Priyadarshi had or will have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Mr. Priyadarshi will receive compensation for his service as a director consistent with the Company’s Non-Employee Director Compensation Program, which is attached as Exhibit 10.26 to the Company’s Current Report on Form 8-K 12G3/A dated November 12, 2024. In accordance with the Company’s customary practice, the Company is entering into its standard form of indemnification agreement with Mr. Priyadarshi, which is attached as Exhibit 10.26 to the Company’s Current Report on Form 8-K 12G3/A dated November 12, 2024.