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POOL CORP — Call Transcript 2026
Apr 29, 2026
Good morning. The meeting is now called to order. I am John Stokely, Chairman of the Board of Directors of Pool Corporation. On behalf of the company, I welcome you to the 2026 annual meeting of stockholders. The purpose of this meeting is to consider the proposals described in the proxy materials, which were sent to all stockholders in March. We will be happy to respond to your questions later in the meeting. We don't expect any technical difficulties today, but we have an operator on standby to provide instructions if any issues arise. The polls are open. To vote, please follow the instructions on the meeting website. The polls will remain open until the conclusion of the presentation of the matters to be voted upon. The core responsibility of our board of directors is to act in the best interest of PoolCorp and its stockholders by performing a number of specific functions, including risk assessment, review, and oversight. While management is responsible for the day-to-day management of the business, it is our fiduciary duty to oversee our risk management programs and to assist management in addressing specific risks such as strategic, financial, regulatory, and operational risks. We have four standing committees to the board. The Compensation and Human Capital Management Committee, the Audit Committee, the Nominating and Corporate Governance Committee, and the Strategic Planning Committee. I'd like to introduce the following director nominees who are in attendance today. Peter D. Arvan, Martha Gervasi, James D. Hope, Kevin M. Murphy, Debra S. Oler, Manuel J. Perez de la Mesa, Mark W. Pompa, and David G. Whalen. As a board, we continually review and assess the skills and abilities of our directors and evaluate how those skills best serve the needs of the company and its stockholders. We strive to ensure there are no gaps in director skills and abilities that need to be addressed. Our board members are very experienced and have a successful track record of performance in many areas, including multi-unit distribution, finance, strategic planning, mergers and acquisitions, marketing, international operations, and governance. A detailed biography for each director is in the proxy materials previously sent to the stockholders. I encourage you to review those materials to see what a dynamic group of business people we've assembled. I'd like to introduce the other participants in our meeting today. First, I'd like to introduce Jennifer M. Neil, the company's Senior Vice President, Chief Legal Officer, and Corporate Secretary. Please welcome Kelly C. Simoneaux, Outside Counsel with Jones Walker LLP. Ms. Simoneaux will be serving as the Inspector of Election for today's meeting. Brian Rotolo, Engagement Partner with Ernst & Young LLP, is joining us for the meeting today. Mr. Rotolo will be available to respond to any questions you might have later in the meeting. Ms. Neil has a certified list of the holders of records of the company's common stock as of the close of business on March 12, 2006, a copy of the notice for this meeting, and an affidavit of mailing of such notice to the stockholders entitled to vote at this meeting. The list of stockholders is available for inspection during the meeting by stockholders at the website used to access this meeting. Ms. Neil, you are hereby instructed to preserve such documents among the corporate records of the company. A stockholder may submit questions electronically during the meeting by typing your question in the box located on the webcast screen. These questions will not be visible to other participants. Questions received during the meeting in accordance with the company's rules of conduct will be addressed at the end of meeting. This brings us to the first item on the agenda, which is the determination of a quorum. Pool's bylaws provide that a quorum shall constitute the presence in person or by proxy of the majority of shares entitled to vote at the meeting. Ms. Simoneaux, may I now have a report on whether a quorum is present? Mr. Stokely, I wish to report that 33,844,201 shares, constituting 92% of the company's common stock, are represented by proxy at this meeting out of 36,700,584 shares of common stock outstanding entitled to vote, which represents a quorum for purposes of the meeting. Thank you. Since a quorum is represented at the meeting, I now declare the meeting duly convened and constituted. As previously stated, the polls are open. All stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the instructions provided on the meeting website. Please remember that if you've already voted by proxy, it is not necessary to vote again. We'll now proceed with the main business of the meeting. The first item being the election of directors. The following persons have been nominated by the Board of Directors to serve as directors until the next annual meeting of stockholders or until their successors are elected and qualify. Peter D. Arvan, Martha Gervasi, James D. Hope, Kevin M. Murphy, Debra S. Oler, Manuel J. Perez de la Mesa, Mark W. Pompa, John E. Stokely, and David G. Whalen. The second item on the agenda is the ratification of the retention of Ernst & Young LLP Certified Public Accountants as our independent registered public accounting firm for the 2026 fiscal year. The third and final item on the agenda is to approve the compensation of our named executive officers. The polls are about to close, if you have not yet voted, please do so now. Since everyone has had the opportunity to vote, I hereby declare that the polls are now closed. Let me now ask Ms. Kelly C. Simoneaux for a preliminary report of the vote. Mr. Stokely, the preliminary results of the vote are that, one, the nine nominees have been elected as directors, each to serve for a term expiring at the 2027 annual meeting of stockholders. The retention of Ernst & Young LLP as the independent registered public accounting firm for the FY 2026 has been ratified, and the compensation of the named executive officers, as disclosed in the proxy statement, is approved. Thank you. I hereby direct that the preliminary results of the voting be incorporated into the minutes of this meeting. The final voting results of today's meeting will be reported on a Form 8-K filed within four business days of this meeting. That completes our business agenda for today, and the meeting is now adjourned. We will now address any stockholder questions that have been submitted online. This concludes our question and answer period. Thank you for participating, and have a great day. This concludes today's meeting. You may now disconnect.
Speaker 1: Good morning. The meeting is now called to order. I am John Stokely, Chairman of the Board of Directors of Pool Corporation. On behalf of the company, I welcome you to the 2026 annual meeting of stockholders. The purpose of this meeting is to consider the proposals described in the proxy materials, which were sent to all stockholders in March. We will be happy to respond to your questions later in the meeting. We don't expect any technical difficulties today, but we have an operator on standby to provide instructions if any issues arise. The polls are open. To vote, please follow the instructions on the meeting website. The polls will remain open until the conclusion of the presentation of the matters to be voted upon. Good morning. good morning The meeting is now called to order. the meeting is now called to order I am John Stokely, Chairman of the Board of Directors of Pool Corporation. i am john stokely chairman of the board of directors of pool corporation On behalf of the company, I welcome you to the 2026 annual meeting of stockholders. on behalf of the company i welcome you to the 2026 annual meeting of stockholders The purpose of this meeting is to consider the proposals described in the proxy materials, which were sent to all stockholders in March. the purpose of this meeting is to consider the proposals described in the proxy materials which were sent to all stockholders in march We will be happy to respond to your questions later in the meeting. we will be happy to respond to your questions later in the meeting We don't expect any technical difficulties today, but we have an operator on standby to provide instructions if any issues arise. we don't expect any technical difficulties today but we have an operator on standby to provide instructions if any issues arise The polls are open. the polls are open To vote, please follow the instructions on the meeting website. to vote please follow the instructions on the meeting website The polls will remain open until the conclusion of the presentation of the matters to be voted upon. the polls will remain open until the conclusion of the presentation of the matters to be voted upon The core responsibility of our board of directors is to act in the best interest of PoolCorp and its stockholders by performing a number of specific functions, including risk assessment, review, and oversight. While management is responsible for the day-to-day management of the business, it is our fiduciary duty to oversee our risk management programs and to assist management in addressing specific risks such as strategic, financial, regulatory, and operational risks. We have four standing committees to the board. The Compensation and Human Capital Management Committee, the Audit Committee, the Nominating and Corporate Governance Committee, and the Strategic Planning Committee. I'd like to introduce the following director nominees who are in attendance today. Peter D. Arvan, Martha Gervasi, James D. Hope, Kevin M. Murphy, Debra S. Oler, Manuel J. Perez de la Mesa, Mark W. Pompa, and David G. Whalen. The core responsibility of our board of directors is to act in the best interest of PoolCorp and its stockholders by performing a number of specific functions, including risk assessment, review, and oversight. the core responsibility of our board of directors is to act in the best interest of poolcorp and its stockholders by performing a number of specific functions including risk assessment review and oversight While management is responsible for the day-to-day management of the business, it is our fiduciary duty to oversee our risk management programs and to assist management in addressing specific risks such as strategic, financial, regulatory, and operational risks. while management is responsible for the day-to-day management of the business it is our fiduciary duty to oversee our risk management programs and to assist management in addressing specific risks such as strategic financial regulatory and operational risks We have four standing committees to the board. we have four standing committees to the board The Compensation and Human Capital Management Committee, the Audit Committee, the Nominating and Corporate Governance Committee, and the Strategic Planning Committee. the compensation and human capital management committee the audit committee the nominating and corporate governance committee and the strategic planning committee I'd like to introduce the following director nominees who are in attendance today. i'd like to introduce the following director nominees who are in attendance today Peter D. peter d Arvan, Martha Gervasi, James D. arvan, martha gervasi james d Hope, Kevin M. hope kevin m Murphy, Debra S. murphy debra s Oler, Manuel J. Perez de la Mesa, Mark W. oler manuel j. perez de la mesa mark w Pompa, and David G. pompa and david g Whalen. whalen As a board, we continually review and assess the skills and abilities of our directors and evaluate how those skills best serve the needs of the company and its stockholders. We strive to ensure there are no gaps in director skills and abilities that need to be addressed. Our board members are very experienced and have a successful track record of performance in many areas, including multi-unit distribution, finance, strategic planning, mergers and acquisitions, marketing, international operations, and governance. A detailed biography for each director is in the proxy materials previously sent to the stockholders. I encourage you to review those materials to see what a dynamic group of business people we've assembled. I'd like to introduce the other participants in our meeting today. First, I'd like to introduce Jennifer M. Neil, the company's Senior Vice President, Chief Legal Officer, and Corporate Secretary. As a board, we continually review and assess the skills and abilities of our directors and evaluate how those skills best serve the needs of the company and its stockholders. as a board we continually review and assess the skills and abilities of our directors and evaluate how those skills best serve the needs of the company and its stockholders We strive to ensure there are no gaps in director skills and abilities that need to be addressed. we strive to ensure there are no gaps in director skills and abilities that need to be addressed Our board members are very experienced and have a successful track record of performance in many areas, including multi-unit distribution, finance, strategic planning, mergers and acquisitions, marketing, international operations, and governance. our board members are very experienced and have a successful track record of performance in many areas including multi-unit distribution finance strategic planning mergers and acquisitions marketing international operations and governance A detailed biography for each director is in the proxy materials previously sent to the stockholders. a detailed biography for each director is in the proxy materials previously sent to the stockholders I encourage you to review those materials to see what a dynamic group of business people we've assembled. i encourage you to review those materials to see what a dynamic group of business people we've assembled I'd like to introduce the other participants in our meeting today. i'd like to introduce the other participants in our meeting today First, I'd like to introduce Jennifer M. Neil , the company's Senior Vice President, Chief Legal Officer, and Corporate Secretary. first i'd like to introduce jennifer m. neil the company's senior vice president chief legal officer and corporate secretary Please welcome Kelly C. Simoneaux, Outside Counsel with Jones Walker LLP. Ms. Simoneaux will be serving as the Inspector of Election for today's meeting. Brian Rotolo, Engagement Partner with Ernst & Young LLP, is joining us for the meeting today. Mr. Rotolo will be available to respond to any questions you might have later in the meeting. Ms. Neil has a certified list of the holders of records of the company's common stock as of the close of business on March 12, 2006, a copy of the notice for this meeting, and an affidavit of mailing of such notice to the stockholders entitled to vote at this meeting. The list of stockholders is available for inspection during the meeting by stockholders at the website used to access this meeting. Please welcome Kelly C. Simoneaux, Outside Counsel with Jones Walker LLP. please welcome kelly c. simoneaux outside counsel with jones walker llp Ms. Simoneaux will be serving as the Inspector of Election for today's meeting. ms simoneaux will be serving as the inspector of election for today's meeting Brian Rotolo, Engagement Partner with Ernst & Young LLP, is joining us for the meeting today. brian rotolo engagement partner with ernst & young llp is joining us for the meeting today Mr. Rotolo will be available to respond to any questions you might have later in the meeting. mr rotolo will be available to respond to any questions you might have later in the meeting Ms. Neil has a certified list of the holders of records of the company's common stock as of the close of business on March 12, 2006, a copy of the notice for this meeting, and an affidavit of mailing of such notice to the stockholders entitled to vote at this meeting. ms neil has a certified list of the holders of records of the company's common stock as of the close of business on march 12 2006 a copy of the notice for this meeting and an affidavit of mailing of such notice to the stockholders entitled to vote at this meeting The list of stockholders is available for inspection during the meeting by stockholders at the website used to access this meeting. the list of stockholders is available for inspection during the meeting by stockholders at the website used to access this meeting Ms. Neil, you are hereby instructed to preserve such documents among the corporate records of the company. A stockholder may submit questions electronically during the meeting by typing your question in the box located on the webcast screen. These questions will not be visible to other participants. Questions received during the meeting in accordance with the company's rules of conduct will be addressed at the end of meeting. This brings us to the first item on the agenda, which is the determination of a quorum. Pool's bylaws provide that a quorum shall constitute the presence in person or by proxy of the majority of shares entitled to vote at the meeting. Ms. Simoneaux, may I now have a report on whether a quorum is present? Ms. Neil, you are hereby instructed to preserve such documents among the corporate records of the company. ms neil you are hereby instructed to preserve such documents among the corporate records of the company A stockholder may submit questions electronically during the meeting by typing your question in the box located on the webcast screen. a stockholder may submit questions electronically during the meeting by typing your question in the box located on the webcast screen These questions will not be visible to other participants. these questions will not be visible to other participants Questions received during the meeting in accordance with the company's rules of conduct will be addressed at the end of meeting. questions received during the meeting in accordance with the company's rules of conduct will be addressed at the end of meeting This brings us to the first item on the agenda, which is the determination of a quorum. this brings us to the first item on the agenda which is the determination of a quorum Pool's bylaws provide that a quorum shall constitute the presence in person or by proxy of the majority of shares entitled to vote at the meeting. pool's bylaws provide that a quorum shall constitute the presence in person or by proxy of the majority of shares entitled to vote at the meeting Ms. Simoneaux, may I now have a report on whether a quorum is present? ms simoneaux may i now have a report on whether a quorum is present
Speaker 2: Mr. Stokely, I wish to report that 33,844,201 shares, constituting 92% of the company's common stock, are represented by proxy at this meeting out of 36,700,584 shares of common stock outstanding entitled to vote, which represents a quorum for purposes of the meeting. Mr. Stokely, I wish to report that 33,844,201 shares, constituting 92% of the company's common stock, are represented by proxy at this meeting out of 36,700,584 shares of common stock outstanding entitled to vote, which represents a quorum for purposes of the meeting. mr stokely i wish to report that 33,844,201 shares constituting 92% of the company's common stock are represented by proxy at this meeting out of 36,700,584 shares of common stock outstanding entitled to vote which represents a quorum for purposes of the meeting
Speaker 1: Thank you. Since a quorum is represented at the meeting, I now declare the meeting duly convened and constituted. As previously stated, the polls are open. All stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the instructions provided on the meeting website. Please remember that if you've already voted by proxy, it is not necessary to vote again. We'll now proceed with the main business of the meeting. The first item being the election of directors. The following persons have been nominated by the Board of Directors to serve as directors until the next annual meeting of stockholders or until their successors are elected and qualify. Thank you. thank you Since a quorum is represented at the meeting, I now declare the meeting duly convened and constituted. since a quorum is represented at the meeting i now declare the meeting duly convened and constituted As previously stated, the polls are open. as previously stated the polls are open All stockholders entitled to vote at this meeting have the ability to do so online. all stockholders entitled to vote at this meeting have the ability to do so online If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the instructions provided on the meeting website. if you are a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote please do so via the instructions provided on the meeting website Please remember that if you've already voted by proxy, it is not necessary to vote again. please remember that if you've already voted by proxy it is not necessary to vote again We'll now proceed with the main business of the meeting. we'll now proceed with the main business of the meeting The first item being the election of directors. the first item being the election of directors The following persons have been nominated by the Board of Directors to serve as directors until the next annual meeting of stockholders or until their successors are elected and qualify. the following persons have been nominated by the board of directors to serve as directors until the next annual meeting of stockholders or until their successors are elected and qualify Peter D. Arvan, Martha Gervasi, James D. Hope, Kevin M. Murphy, Debra S. Oler, Manuel J. Perez de la Mesa, Mark W. Pompa, John E. Stokely, and David G. Whalen. The second item on the agenda is the ratification of the retention of Ernst & Young LLP Certified Public Accountants as our independent registered public accounting firm for the 2026 fiscal year. The third and final item on the agenda is to approve the compensation of our named executive officers. The polls are about to close, if you have not yet voted, please do so now. Since everyone has had the opportunity to vote, I hereby declare that the polls are now closed. Let me now ask Ms. Kelly C. Simoneaux for a preliminary report of the vote. Peter D. peter d Arvan, Martha Gervasi, James D. arvan, martha gervasi james d Hope, Kevin M. hope kevin m Murphy, Debra S. murphy debra s Oler, Manuel J. Perez de la Mesa, Mark W. oler manuel j. perez de la mesa mark w Pompa, John E. pompa john e Stokely, and David G. stokely and david g Whalen. whalen The second item on the agenda is the ratification of the retention of Ernst & Young LLP Certified Public Accountants as our independent registered public accounting firm for the 2026 fiscal year. the second item on the agenda is the ratification of the retention of ernst & young llp certified public accountants as our independent registered public accounting firm for the 2026 fiscal year The third and final item on the agenda is to approve the compensation of our named executive officers. the third and final item on the agenda is to approve the compensation of our named executive officers The polls are about to close, if you have not yet voted, please do so now. the polls are about to close if you have not yet voted please do so now Since everyone has had the opportunity to vote, I hereby declare that the polls are now closed. since everyone has had the opportunity to vote i hereby declare that the polls are now closed Let me now ask Ms. Kelly C. Simoneaux for a preliminary report of the vote. let me now ask ms kelly c. simoneaux for a preliminary report of the vote
Speaker 2: Mr. Stokely, the preliminary results of the vote are that, one, the nine nominees have been elected as directors, each to serve for a term expiring at the 2027 annual meeting of stockholders. The retention of Ernst & Young LLP as the independent registered public accounting firm for the FY 2026 has been ratified, and the compensation of the named executive officers, as disclosed in the proxy statement, is approved. Mr. Stokely, the preliminary results of the vote are that, one, the nine nominees have been elected as directors, each to serve for a term expiring at the 2027 annual meeting of stockholders. mr stokely the preliminary results of the vote are that one the nine nominees have been elected as directors each to serve for a term expiring at the 2027 annual meeting of stockholders The retention of Ernst & Young LLP as the independent registered public accounting firm for the FY 2026 has been ratified, and the compensation of the named executive officers, as disclosed in the proxy statement, is approved. the retention of ernst & young llp as the independent registered public accounting firm for the fy 2026 has been ratified and the compensation of the named executive officers as disclosed in the proxy statement is approved
Speaker 1: Thank you. I hereby direct that the preliminary results of the voting be incorporated into the minutes of this meeting. The final voting results of today's meeting will be reported on a Form 8-K filed within four business days of this meeting. That completes our business agenda for today, and the meeting is now adjourned. We will now address any stockholder questions that have been submitted online. This concludes our question and answer period. Thank you for participating, and have a great day. Thank you. thank you I hereby direct that the preliminary results of the voting be incorporated into the minutes of this meeting. i hereby direct that the preliminary results of the voting be incorporated into the minutes of this meeting The final voting results of today's meeting will be reported on a Form 8-K filed within four business days of this meeting. the final voting results of today's meeting will be reported on a form 8-k filed within four business days of this meeting That completes our business agenda for today, and the meeting is now adjourned. that completes our business agenda for today and the meeting is now adjourned We will now address any stockholder questions that have been submitted online. we will now address any stockholder questions that have been submitted online This concludes our question and answer period. this concludes our question and answer period Thank you for participating, and have a great day. thank you for participating and have a great day
Speaker 3: This concludes today's meeting. You may now disconnect. This concludes today's meeting. this concludes today's meeting You may now disconnect. you may now disconnect