Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 4, 2026, Pool Corporation (the “Company”), a Delaware corporation, and Peter D. Arvan mutually agreed that Mr. Arvan will cease to serve as President and Chief Executive Officer, effective May 4, 2026 (the “Transition Effective Time”). Mr.…
Filed May 4, 2026Accepted May 4, 2026, 4:33 PM EDTCIK 945841Accession 0001193125-26-204112
POOLCORP is the world’s largest wholesale distributor of swimming pool and related backyard products. As of September 30, 2026, POOLCORP operated 454 sales centers in North America, Europe and Australia, through which it distributes more than 200,000 products to roughly 125,000 wholesale customers. For more information, please visit www.poolcorp.com.
Select an item to read the extracted section. The as-filed document remains the primary evidence.
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 May 4, 2026, Pool Corporation (the “Company”), a Delaware corporation, and Peter D. Arvan mutually agreed that Mr. Arvan will cease to serve as President and Chief Executive Officer, effective May 4, 2026 (the “Transition Effective Time”). Mr. Arvan will also resign as a member of the Company’s Board of Directors (the “Board”), effective at the Transition Effective Time. Mr. Arvan’s resignation from the Board is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Information required by Item 5.02(e) of Form 8-K has not been determined as of the date of this report. The Company intends to file an amendment to this filing containing the information called for by Item 5.02(e) of Form 8-K within four business days after the information is determined or becomes available.
The Board has appointed John B. Watwood as President and Chief Executive Officer, effective as of the Transition Effective Time. Mr. Watwood, age 47, joined the Company as executive vice president in January 2026. From 2008 until his transition to Pool Corporation, he advanced through a range of roles at Motion Industries, beginning in technical and operational positions before progressing through various leadership roles, ultimately serving as senior vice president of sales and operations. Earlier in his career, Mr. Watwood gained experience at SMC Corporation of America and Applied Industrial Technologies.
In connection with Mr. Watwood’s appointment as President and Chief Executive Officer, the Company and Mr. Watwood entered into an employment agreement (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Watwood is entitled to an annual salary of $800,000. In addition, Mr. Watwood is eligible to participate in the Company’s annual bonus program, with a target bonus opportunity of 125% of his annual base salary, upon the achievement of certain performance metrics. The Board also approved an initial equity grant valued at approximately $1,750,000, which will be split fifty percent as restricted shares and fifty percent as performance-based shares. The foregoing description of the Employment Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Form of Employment Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Additionally, the Board appointed John E. Stokely, Chair of the Board, as Executive Chair effective on May 4, 2026. In connection with Mr. Stokely’s appointment as Executive Chair, Mr. Stokely will receive a monthly fee of $50,000 for the period he serves as Executive Chair and will also remain eligible to receive compensation under the Board’s standard compensation policy while he serves as Executive Chair. Mr. Stokely has served on the Board since 2000 and has served as lead independent director since 2003 and as Chair of the Board since 2017. David G. Whalen will serve as lead independent director in the interim and receive a monthly fee of $5,000 for the period he serves in such role and also remain eligible to receive compensation under the Board’s standard compensation policy. In connection with Mr. Arvan’s resignation, the Board reduced the size of the Board to eight directors.
There are no arrangements or understandings between either Mr. Watwood or Mr. Stokely and any other persons pursuant to which either was selected as an officer or director of the Company. There are also no family relationships between either Mr. Watwood or Mr. Stokely and any director or executive officer of the Company. Except as previously disclosed in the Company’s 2026 Proxy Statement filed with the Securities and Exchange Commission on March 26, 2026, Mr. Stokely and Mr. Watwood have no direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On May 4, 2026, the Company issued the press release included herein as Exhibit 99.1.
The information furnished pursuant to Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Filed exhibits (1)
EX-99.1 (by filename) pool-ex99_1.htm
EX-99.1
2
pool-ex99_1.htm
EX-99.1
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Pool Corporation Announces Leadership Transition
John B. Watwood appointed as President and CEO
Peter D. Arvan to step down as President, CEO and Director
John E. Stokely appointed as Executive Chair
______________________
COVINGTON, LA (May 4, 2026) - Pool Corporation (Nasdaq: POOL) (the “Company” or “POOLCORP”) announced today that its Board of Directors has appointed John B. Watwood as President and Chief Executive Officer, effective May 4, 2026. Peter D. Arvan will step down as President and Chief Executive Officer and as a member of the Company’s Board of Directors (the “Board”) on the same date. John E. Stokely, Chair of the Board, has also been appointed as Executive Chair.
Mr. Watwood is a seasoned operational leader with more than two decades of experience in industrial and specialty distribution, bringing strategic, operational, and sales expertise to POOLCORP. He joined the Company as Executive Vice President in January 2026. Prior to his transition to POOLCORP, Mr. Watwood most recently served as Senior Vice President of Sales and Operations at Motion Industries, a subsidiary of pu…