19 unchanged sentences
Report of Independent Registered Public Accounting Firm
−Removed: To the Stockholders and Board of Directors of Pool Corporation
+Added: To the Stockholders and the Board of Directors of Pool Corporation
Opinion on Internal Control Over Financial Reporting
1 unchanged sentence
In our opinion, Pool Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”) and our report dated February 24, 2023 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 27, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
18 unchanged sentences
Other Information
−Removed: Not applicable.
+Added: During the quarter ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408(a) of Regulation SK).
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
1 unchanged sentence
Directors, Executive Officers and Corporate Governance
−Removed: Incorporated by reference to Pool Corporation’s 2023 Proxy Statement to be filed with the SEC.
+Added: The information required by this item is incorporated by reference to Pool Corporation’s 2024 Proxy Statement to be filed with the SEC.
We have a Code of Business Conduct and Ethics (the Code) that applies to all of our employees, officers and directors, and is available on our website at www.poolcorp.com .
1 unchanged sentence
Executive Compensation
−Removed: Incorporated by reference to Pool Corporation’s 2023 Proxy Statement to be filed with the SEC.
+Added: The information required by this item is incorporated by reference to Pool Corporation’s 2024 Proxy Statement to be filed with the SEC.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: Incorporated by reference to Pool Corporation’s 2023 Proxy Statement to be filed with the SEC.
+Added: The information required by this item is incorporated by reference to Pool Corporation’s 2024 Proxy Statement to be filed with the SEC.
Certain Relationships and Related Transactions, and Director Independence
−Removed: Incorporated by reference to Pool Corporation’s 2023 Proxy Statement to be filed with the SEC.
+Added: The information required by this item is incorporated by reference to Pool Corporation’s 2024 Proxy Statement to be filed with the SEC.
Principal Accountant Fees and Services
−Removed: Incorporated by reference to Pool Corporation’s 2023 Proxy Statement to be filed with the SEC.
+Added: The information required by this item is incorporated by reference to Pool Corporation’s 2024 Proxy Statement to be filed with the SEC.
Exhibits, Financial Statement Schedules
23 unchanged sentences
4.2 Description of the Securities of Pool Corporation Registered Under Section 12 of the Securities and Exchange Act of 1934.
−Removed: 10-K 000-26640 02/27/2020
+Added: X 10-K 000-26640 02/27/2024
10.1 * Pool Corporation Amended and Restated Employee Stock Purchase Plan.
10 unchanged sentences
8-K 000-26640 05/06/2009
−Removed: 10.7 * Form of Employment Agreement.
−Removed: 10-K 000-26640 03/18/2003
+Added: 10.7 * Form of Employment Agreement for E xecutive O fficers .
+Added: X 10-K 000-26640 02/27/2024
10.8 * Employment Agreement, dated December 20, 2016, between SCP Distributors, LLC and Peter D.
16 unchanged sentences
8-K 000-26640 9/29/2021
−Removed: 10.15 as amended by First Amendment to Second Amended and Restated Credit Agreement
−Removed: 10-K 000-26640 02/25/2022
−Removed: 10.16 Receivables Sale and Contribution Agreement, dated as of October 11, 2013, between SCP Distributors LLC, Horizon Distributors, Inc., Superior Pool Products LLC and Poolfx Supply LLC, as Originators and Superior Commerce LLC, as Buyer.
+Added: 10.15 as amended by First Amendment to Second Amended and Restated Credit Agreement dated as of December 30, 2021.
10-K 000-26640 02/25/2022
2 unchanged sentences
Form 10-K Form File No.
+Added: 10.16 as amended by Second Amendment to Second Amended and Restated Credit Agreement dated as of June 30, 2023.
+Added: 8-K 000-26640 07/05/2023
+Added: 10.17 Receivables Sale and Contribution Agreement, dated as of October 11, 2013, between SCP Distributors LLC, Horizon Distributors, Inc., Superior Pool Products LLC and Poolfx Supply LLC, as Originators and Superior Commerce LLC, as Buyer.
+Added: 8-K 000-26640 10/17/2013
10.18 Receivables Purchase Agreement, dated as of October 11, 2013, among Superior Commerce LLC as Seller, SCP Distributors LLC, as the Servicer, the Purchasers from time to time thereto, The Bank of Tokyo‑Mitsubishi UFJ, Ltd., New York Branch, as the Victory Group Co-Agent and Wells Fargo Bank, National Association, as the Wells Group Co-Agent and as Administrative Agent.
27 unchanged sentences
8-K 000-26640 01/02/2020
−Removed: 10.31 First Amendment to Credit Agreement, dated October 12, 2021 by and among Pool Corporation as Borrower, the Guarantors and B ank of America , N.A as Lender.
+Added: 10.32 as amended by First Amendment to Credit Agreement dated October 12, 2021.
10-Q 000-26640 10/28/2021
+Added: 10.33 as amended by Second Amendment to Credit Agreement dated June 30, 2023.
+Added: 8-K 000-26640 07/05/2023
+Added: Pool Corporation Insider Trading Policy.
Subsidiaries of the registrant.
Consent of Ernst & Young LLP.
+Added: Incorporated by Reference
+Added: Description Filed/
+Added: Form 10-K Form File No.
Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
2 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Incorporated by Reference
−Removed: Description Filed/
−Removed: Form 10-K Form File No.
+Added: Pool Corporation Clawback Policy.
101.INS + Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X
21 unchanged sentences
/s/ MELANIE M.
−Removed: Housey Hart Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)
+Added: Housey Hart Vice President and Chief Financial Officer (principal financial officer)
+Added: /s/ WALKER F.
+Added: Saik Chief Accounting Officer and Corporate Controller (principal accounting officer)
/s/ MARTHA S.
Gervasi Director
−Removed: /s/ TIMOTHY M.
−Removed: Graven Director
Hope Director
5 unchanged sentences
Sabater Director
−Removed: /s/ HARLAN F.
−Removed: Seymour Director
/s/ ROBERT C.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.