SEC Form 8-K filed by Primo Brands Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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3001 Summer Street Stamford, Connecticut 06905 | |
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 2, 2026, the Board of Directors (the “Board”) of Primo Brands Corporation (the “Company”) determined that the Company’s operations leadership will report directly to the Chief Executive Officer, enabling stronger accountability and a more streamlined leadership model. As a result, on July 2, 2026, the Board determined to eliminate the Chief Operating Officer position and that Robert Austin will no longer serve as principal operating officer of the Company, effective as of July 7, 2026 (the “Transition Date”). Mr. Austin will remain employed as the Company’s Chief Operating Officer and support the transition of his responsibilities from the Transition Date through December 31, 2026 (the “Separation Date”). The Company does not intend to hire a replacement for the Chief Operating Officer role. Eric Foss, the Company’s Chief Executive Officer, has been appointed as principal operating officer of the Company, effective as of the Transition Date, in addition to his current role as Chief Executive Officer.
In connection with the foregoing, Mr. Austin will be entitled to receive (i) the separation pay and benefits in accordance with the Primo Brands Corporation Severance and Non-Competition Plan, as modified by Mr. Austin’s offer letter, by and between Mr. Austin and the Company, dated December 11, 2024, and (ii) the equity treatment in accordance with the Primo Brands Equity Incentive Plan and the award agreements thereunder. In addition, in consideration of his continued support and transition services that will be provided through the Separation Date, and in recognition of his long tenure and contributions to the Company, Mr. Austin will be provided with (i) continued vesting of the final tranche of his time-vesting restricted share unit award granted in December 2024 and continued eligibility to vest into all of his performance-vesting restricted share unit award granted in December 2024, (ii) accelerated vesting of all of his Class B Units in Triton Water Parent Holdings, LP and (iii) a supplemental separation payment of $330,000 for benefits continuation.
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: July 7, 2026 | By: | /s/ Hih Song Kim | ||||
| Hih Song Kim | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||