March 19, 201926, 2020

Dear Shareowners:

We are pleased to invite you to attend our annual meeting of shareowners, which will be held at the Toronto Airport Marriott, 901 Dixon Road, Toronto, Ontario, Canada at 8:3000 a.m. (Toronto(Tampa time) on Tuesday, April 30, 2019. May 5, 2020. This year,out of an abundance of caution, to proactively deal with the unprecedented impact of the coronavirus(COVID-19) outbreak and to mitigate risks to the health and safety of our shareowners, associates and other stakeholders, we will hold our annual meeting of shareowners in a virtual meeting, via live audio webcast. Shareowners can access the meeting by visitingwww.virtualshareholdermeeting.com/PRMW2020.

At this meeting, you will have the opportunity to meet our directors and members of our senior management team, learn more about our Company and our plans forstrategy of transitioning to a pure-play water solutions provider, including the future,rebranding of our corporate name in connection with the closing of the previously announced acquisition of Primo Water Corporation, and receive our financial results for the 20182019 fiscal year.

The notice of meeting and proxy statement that accompany this letter describe the business to be conducted at the meeting.

We are pleased to furnish our proxy materials over the Internet in accordance with applicable law. As a result, we are mailing to many of our shareowners a notice instead of paper copies of our proxy statement, form of proxy and 20182019 annual report. The notice contains instructions on how to access these materials over the Internet, as well as instructions on how shareowners can receive paper copies of these materials. Employing this distribution process will conserve natural resources, consistent with our sustainability efforts described in this proxy statement, and reduce the costs of printing and distributing these materials.

Even if you cannot attend the meeting, it is important that your shares be represented and voted by using the form of proxy provided. We encourage you to read the proxy statement and vote as soon as possible. We look forward to your participation.

Sincerely,

Thomas J. Harrington

Chief Executive Officer

CottPrimo Water Corporation

Notice of Annual Meeting of Shareowners

The Annual Meeting of Shareowners of CottPrimo Water Corporation (“CottPrimo”) will be held

By order of the board of directors

Marni Morgan Poe

Vice President, General CounselChief Legal Officer and Secretary

Tampa, Florida U.S.A.

March 19, 201926, 2020

YOU ARE INVITED TO VOTE BY COMPLETING, DATING AND SIGNING THE FORM OF PROXY AND RETURNING IT BY MAIL OR BY FACSIMILE, OR BY FOLLOWING THE INSTRUCTIONS FOR VOTING OVER THE INTERNET OR BY PHONE IN THE PROXY STATEMENT. A VOTE BY PROXY WILL BE COUNTED IF IT IS COMPLETED PROPERLY AND IS RECEIVED BY OUR TRANSFER AGENTBROADRIDGE NO LATER THAN 5:00 P.M. TORONTOTAMPA TIME ON APRIL 26, 2019MAY 1, 2020 OR THE LAST BUSINESS DAY PRIOR TO ANY POSTPONED OR ADJOURNED MEETING OR IS OTHERWISE RECEIVED BY OUR SECRETARY, AS DESCRIBED HEREIN, PRIOR TO THE COMMENCEMENT OF THE MEETING OR ANY POSTPONED OR ADJOURNED MEETING. OUR TRANSFER AGENT’SBROADRIDGE’S MAILING ADDRESS IS COMPUTERSHARE INVESTOR SERVICES INC., 100 UNIVERSITY AVENUE, 8TH FLOOR, TORONTO, ONTARIO, CANADA, M5J 2Y1 AND FACSIMILE NUMBER IS1-866-249-7775 OR(416) 263-9524.VOTE PROCESSING C/O BROADRIDGE, 51 MERCEDES WAY, EDGEWOOD, NY 11717.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREOWNERS TO BE HELD ON APRIL 30, 2019MAY 5, 2020

This communication is not a form for voting and presents only an overview of the more complete proxy materials, which are available on the Internet or by mail. We encourage you to access and review all of the important information contained in the proxy materials before voting.

Our proxy statement, form of proxy and 20182019 annual report are available at our website (www.cott.com/investor-relationswww.primowatercorp.com), as well as our profile on SEDAR (www.sedar.com). Our proxy statement includes information on the following matters, among other things:

If you want to receive a paper copy ore-mail of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy to Computershare Investor ServicesBroadridge by internet atwww.proxyvote.com, by telephone at1-800-564-6253 1-800-579-1639, or by email at sendmaterial@proxyvote.com, or contact Cott’sPrimo’s Investor Relations Department directly at our principal executive office: CottPrimo Water Corporation, Corporate Center III, Suite 400, 4221 W. Boy Scout Blvd., Suite 400, Tampa, Florida U.S.A. 33607, telephone(813) 313-1732, email InvestorRelations@cott.com.InvestorRelations@primowater.com.

Cott

Primo Water Corporation

Annual Meeting of Shareowners

THIS BOOKLET EXPLAINS:

THIS BOOKLET CONTAINS:

REGISTERED SHAREOWNERS

A form of proxy is enclosed with this booklet. This form may be used to vote your shares if you are unable to attend the meeting in person.virtual meeting. Instructions on how to vote using this form are found starting on page 1 of this proxy statement.

NON-REGISTERED BENEFICIAL SHAREOWNERS

If your shares are held on your behalf or for your account by a broker, securities dealer, bank, trust company or other intermediary, you will not be able to vote unless you carefully follow the instructions provided by your intermediary.

The accompanying proxy statement and form of proxy are furnished in connection with the solicitation of proxies by or on behalf of management and the board of directors for use at the annual meeting of shareowners to be held on Tuesday, April 30, 2019May 5, 2020 and any continuation of the meeting after an adjournment of such meeting.

AVAILABILITY OF QUARTERLY FINANCIAL INFORMATION

If you are a shareowner and wish to receive (or continue to receive) our quarterly interim financial statements (and the related management discussion and analysis) by mail, you must complete and return the enclosed request form. If you do not do so, quarterly financial statements will not be sent to you. Financial results are announced by media release, and financial statements are available on our website atwww.cott.comwww.primowatercorp.com, on the SEDAR website maintained by the Canadian securities regulators atwww.sedar.com and on the EDGAR website maintained by the United States Securities and Exchange Commission atwww.sec.gov.

TABLE OF CONTENTS

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Cott

Primo Water Corporation

Proxy Statement

GENERAL INFORMATION

This proxy statement is furnished in connection with the solicitation of proxies by or on behalf of management and the board of directors (the “Board”) of CottPrimo Water Corporation (“Cott”Primo” or the “Company”) for use at the annual meeting of shareowners (the “meeting”) that is to be held at the time and place, and for the purposes, described in the accompanying notice of the meeting and any continuation of the meeting after an adjournment of such meeting.

On March 2, 2020, we completed the acquisition of Primo Water Corporation. In connection with the closing of the acquisition, we changed our corporate name to “Primo Water Corporation” and, effective March 3, 2020, began using the ticker “PRMW” on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”). When used in this proxy statement, the term “Legacy Primo” refers to the Primo Water Corporation business prior to the closing of the acquisition.

We are first mailing or making available to shareowners this proxy statement, our 20182019 annual report and related materials on or about March 19, 2019.26, 2020. All dollar amounts are in United States dollars unless otherwise stated. All information contained in this proxy statement is as of March 11, 2019,16, 2020, unless otherwise indicated. Our fiscal year ends on the Saturday closest to December 31 of each year. In this proxy statement, therefore, references to the year 2016 are to the fiscal year ended December 31, 2016, references to the year 2017 are to the fiscal year ended December 30, 2017, and references to the year 2018 are to the fiscal year ended December 29, 2018.2018, and references to the year 2019 are to the fiscal year ended December 28, 2019. As used herein, “GAAP” means United States generally accepted accounting principles.

This year,out of an abundance of caution, to proactively deal with the unprecedented impact of the coronavirus (COVID-19) outbreak and to mitigate risks to the health and safety of our shareowners, associates and other stakeholders, we will hold our annual meeting of shareowners in a virtual meeting, via live audio webcast. Shareowners can access the meeting by visitingwww.virtualshareholdermeeting.com/PRMW2020. We designed the format of the online meeting to ensure that our shareowners who attend the meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance shareowner access, participation and communication through online tools. We will take the following steps to ensure such an experience:

VOTING AT THE MEETING

Who Can Vote

March 11, 201916, 2020 is the record date to determine shareowners who are entitled to receive notice of the meeting. Shareowners at the close of business on that date will be entitled to vote at the meeting. As of the record date, 135,965,656156,497,165 common shares were outstanding. Each common share entitles the holder to one vote on all matters presented at the meeting.

Voting By Registered Shareowners

The following instructions are for registered shareowners only. If you are anon-registered beneficial shareowner, please follow your intermediary’s instructions on how to vote your shares.See below under “Voting ByNon-Registered Beneficial Shareowners.”

Voting at the Meeting

Primo is holding the meeting in Person

a virtual only format and shareowners will not be able to attend the meeting in person. Registered shareowners who attend the meeting online by accessingwww.virtualshareholdermeeting.com/PRMW2020may electronically vote the shares registered in their name on resolutions put before the meeting. To participate in the meeting, you will need the16-digit control number included on your proxy card or on the instructions that accompany your proxy materials. If you are a registered holder who will attend and vote in persononline at the meeting, you do not need to complete or return the form of proxy, although you are requested to do so. Please register your attendance with the scrutineer, Computershare Investor Services Inc. (“Computershare”), upon your arrival at the meeting. Whether or not you plan to attend the meeting, you are requested to complete and promptly return the enclosed proxy. Sending in a proxy card will not prevent a registered shareowner from voting online at the meeting. Such registered shareowner’s vote will be taken and counted at the meeting. If you are attending the meeting, pleaselog-on

How do You Appoint a Proxyholder?

Your proxyholder is the person you appoint to cast your votes for you at the meeting. The persons named in the enclosed form of proxy are directors or officers of Cott.Primo. You may choose those individuals or any other person to be your proxyholder. Your proxyholder does not have to be a shareowner of Cott.Primo. If you want to authorize a director or officer of CottPrimo who is named on the enclosed proxy form as your proxyholder, please leave the line near the top of the proxy form blank, as their names arepre-printed on the form.If you want to authorize another person as your proxyholder, fill in that person’s name in the blank space located near the top of the enclosed proxy form.

Your proxy authorizes the proxyholder to vote and otherwise act for you at the meeting, including any continuation of the meeting if it is adjourned.

How Will a Proxyholder Vote?

If you mark on the proxy how you want to vote on a particular issue, your proxyholder must cast your votes as instructed. By checking “WITHHOLD” on the proxy form, you will be abstaining from voting.

If you do NOT mark on the proxy how you want to vote on a particular matter, your proxyholder is entitled to vote your shares as he or she sees fit. If your proxy does not specify how to vote on any particular matter, and if you have authorized a director or officer of CottPrimo to act as your proxyholder, your shares will be voted at the meeting:

For more information on these matters, please see “Election of Directors,”beginning on page 6,7, “Independent Registered Certified Public Accounting Firm—Approval of Appointment of Independent Registered Certified Public Accounting Firm”on page 65,66, and “Advisory Vote on Executive Compensation”on page 68.69.

If any amendments are proposed to these matters, or if any other matters properly arise at the meeting, your proxyholder can generally vote your shares as he or she sees fit. The notice of the meeting sets out all the matters to be presented at the meeting that are known to management as of March 11, 2019.16, 2020.

How do You Revoke Your Proxy?

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before the meeting by delivering to our Secretary a written notice of revocation or a duly executed proxy bearing a later date, by voting via the Internet at a later date or by attending the online meeting and voting in person.at the online meeting. You may send a written notice to our Secretary to the following address: Corporate Center III, Suite 400, 4221 W. Boy Scout Blvd., Suite 400, Tampa, Florida U.S.A. 33607.

This revocation must be received by our Secretary before the meeting (or before the date of the reconvened meeting if it is adjourned), or in any other way permitted by law.

If you revoke your proxy and do not replace it with another form of proxy that is properly deposited, you may still vote shares registered in your name in person atonline during the meeting.

Voting ByNon-Registered Beneficial Shareowners

If your common shares are not registered in your name but in the name of an intermediary (typically a bank, trust company, securities dealer or broker, or a clearing agency in which an intermediary participates), then you are anon-registered beneficial shareowner (as opposed to a registered shareowner). Copies of this document have been distributed to intermediaries who are required to deliver them to, and seek voting instructions from, ournon-registered beneficial shareowners. Intermediaries often use a service company (such as Computershare or Broadridge Investor Communications (“Broadridge”))Broadridge) to forward meeting materials to beneficial shareowners. CottPrimo intends to pay for intermediaries to deliver proxy-related materials and the request for voting instructions (Form54-101F7) to “objecting beneficial owners” in accordance with National Instrument54-101. If you are anon-registered beneficial shareowner, you can vote your common shares by proxy, by following the instructions

your intermediary provides to you, through your intermediary or at the meeting. As anon-registered beneficial shareowner, while you are invited to attend the meeting, you will not be entitled to vote at the meeting unless you make the necessary arrangements with your intermediary to do so.

Voting at the Meeting

Primo is holding the meeting in Person

a virtual only format and shareowners will not be able to attend the meeting in person. Anon-registered beneficial shareowner who received a voting instruction form from the intermediary and who wishes to attend and vote at the meeting in person (oronline by accessingwww.virtualshareholdermeeting.com/PRMW2020(or have another person attend and vote on their behalf) should strike out the proxyholders named in the voting instruction form and insert the beneficial shareowner’s (or such other person’s) name in the blank space provided or follow the corresponding instructions provided by the intermediary. However, even if you plan to attend the meeting, the Company recommends that you vote your shares in advance, so that your vote will be counted in the event you later decide not to attend the meeting.

Voting by Proxy through Intermediary

Internet: If your intermediary is registered with Computershare or Broadridge, both of which we have retained to manage beneficial shareowner Internet voting, you may vote over the Internet by following the proxy login and voting instructions on your voting instruction form.

Through Intermediary:A beneficial shareowner who does not vote via the Internet will be given a voting instruction form or other document by his or her intermediary that must be submitted by the beneficial shareowner in accordance with the instructions provided by the intermediary. In such case, youcannot use the Internet voting procedures described above andmust follow the intermediary’s instructions (which in some cases may allow the completion of the voting instruction form by telephone or on the intermediary’s Internet website). Occasionally, a beneficial shareowner may be given a form of proxy that has been signed by the intermediary and is restricted to the number of shares owned by the beneficial shareowner but is otherwise not completed. This form of proxy does not need to be signed by the beneficial shareowner. In this case, you can complete the form of proxy and vote by mail or facsimile only in the same manner as described above under“Voting by Registered Shareowners—Voting by Proxy” beginning on page 1 of this proxy statement.

In all cases, beneficial shareowners should carefully follow the instructions provided by the intermediary.

Proxies returned by intermediaries as“non-votes” because the intermediary has not received instructions from the beneficial shareowner with respect to the voting of certain shares, or because under applicable stock exchange or other rules, the intermediary does not have the discretion to vote those shares on one or more of the matters that come before the meeting, will be treated as not entitled to vote on any such matter and will not be counted as having been voted in respect of any such matter. Shares represented by such broker“non-votes” will, however, be counted in determining whether there is a quorum for the meeting. In addition to being able to submit to CottPrimo or the intermediary, as applicable, a voting instruction form, beneficial shareowners are permitted to submit any other documents in writing that requests that the beneficial shareowner or a nominee thereof be appointed as a proxyholder.

Confidentiality of Vote

ComputershareBroadridge counts and tabulates proxies in a manner that preserves the confidentiality of your votes. Proxies will not be submitted to management unless:

Quorum

The annual meeting requires a quorum, which for this meeting means:

Vote Counting Rules

All matters that are scheduled to be voted upon at the meeting, other than as set out below, are ordinary resolutions. Ordinary resolutions are passed by a simple majority of votes – votes—if more than half of the votes that are cast are cast in favor, the resolution passes.

TenTwelve directors nominated must be elected by ordinary resolution of the shareowners. Pursuant to Cott’sPrimo’s Majority Voting and Director Resignation Policy, if a nominee in an uncontested election does not receive the vote of at least the majority of the votes cast (including votes “for” and votes “withheld”), such director is required to promptly deliver written notice to the Corporate Governance Committee offering to resign from the Board. Cott’sPrimo’s Majority Voting and Director Resignation Policy is described more particularly below under the heading “Majority Voting and Director Resignation Policy” on page 1216 of this proxy statement.

The approval of Cott’sPrimo’s independent registered certified public accounting firm must be approved by ordinary resolution of the shareowners.

Due to thenon-binding advisory nature of the matter to be voted upon in respect of the compensation of Cott’sour executive officers, there is no minimum vote requirement for the proposal. However, the matter will be considered to have passed with the affirmative vote of a majority of the votes cast by shareowners that are present or represented and entitled to vote at the meeting.

Proxies may be marked “FOR,” “AGAINST” or “WITHHOLD/ABSTAIN.” Abstentions/withholding and brokernon-votes are counted for purposes of establishing a quorum, but they are not counted as votes cast for or against a proposal.

Solicitation ofProxiesof Proxies

The cost of soliciting proxies will be borne by Cott.Primo. In addition, CottPrimo may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. Proxies may also be solicited by certain of our directors, officers and employees, without additional compensation, personally or by telephone, telegram, letter or facsimile. We have hired MacKenzie Partners, Inc., a professional soliciting organization, to assist us in distributing proxy solicitation materials and responding to information requests from shareowners with respect to the materials. For these services, MacKenzie Partners, Inc. will be paid a fee of $12,000,$12,500, plus limited reimbursement forout-of-pocket expenses.

Please Complete Your Proxy

Our management, with the support of the Board, requests that you fill out your proxy to ensure your votes are cast at the meeting.This solicitation of your proxy (your vote) is made on behalf of management and the Board.

PROCEDURE FOR CONSIDERING SHAREOWNER PROPOSALS

If you want to propose any matter for inclusion in our 20202021 proxy statement, it must be received by our Vice President, General CounselChief Legal Officer and Secretary no later than November 20, 201924, 2020 at CottPrimo Water Corporation, Corporate Center III, Suite 400, 4221 W. Boy Scout Blvd., Suite 400, Tampa, Florida U.S.A. 33607.

Ourby-laws fix a deadline by which shareowners must submit director nominations prior to any meeting of shareowners. In the case of annual meetings, advance notice must be delivered to us not less than 30 nor more than 60 days prior to the date of the annual meeting; provided, however, that if the annual meeting is called for a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, advance notice may be made not later than the close of business on the 10th day following the date on which the public announcement of the date of the annual meeting is first made by us. In the case of a special meeting of shareowners (which is not also an annual meeting), advance notice must be delivered to us no later than the close of business on the 15th day following the day on which the public announcement of the date of the special meeting is first made by us. Ourby-laws also require any shareowner making a director nomination to provide certain important information about its nominees with its advance notice. Only shareowners who comply with these requirements will be permitted to nominate directors to the Board unless the “advance notice” requirements of ourby-laws are waived by the Board in its sole discretion. You are advised to review ourby-laws, which contain additional requirements about advance notice of director nominations.

PRINCIPAL SHAREOWNERS

We are not aware of any person who, as of March 11, 2019,16, 2020, beneficially owned or exercised control or direction, directly or indirectly, over more than 5% of our common shares except as set forth below:

FINANCIAL STATEMENTS

At the meeting, we will submit to our shareowners Cott’sPrimo’s annual consolidated financial statements for the year ended December 29, 2018,28, 2019, and the related report of Cott’sPrimo’s independent registered certified public accounting firm. No vote will be taken regarding the financial statements.

ELECTION OF DIRECTORS

The Corporate Governance Committee of the Board (the “Corporate Governance Committee”) reviews annually the qualifications of persons proposed for election to the Board and submits its recommendations to the Board for consideration.

The Corporate Governance Committee believes that the Board should be comprised of directors with a broad range of experience and expertise. The following table reflects the diverse skill set requirements of the Board and identifies the specific experience and expertise brought by each individual director nominee.

In the opinion of the Corporate Governance Committee and the Board, each of the tentwelve nominees for election as a director is well qualified to act as a director of CottPrimo and, together, the nominees bring the mix of independence, diversity, expertise and experience necessary for the Board and its committees to function effectively. Our approach to corporate governance and the roles of the Board and its committees are described under “Corporate Governance” on page 55 of this proxy statement.

During 2018,2019, the Board held fivesix meetings. Each of our incumbent directors attended, in person or by telephone, 75% or more of the applicable meetings of the Board and committees on which they served in 2018.2019.

Set forth below is certain information concerning our nominees for election as directors of Cott,Primo, including information regarding each person’s service as a director, committee membership, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Corporate Governance Committee and the Board to determine that the person should serve as a director of Cott.Primo. Because CottPrimo is a Canadian corporation, we are required to have at least 25% of our directors be Canadian residents. The directors who are Canadian residents are identified below. If elected, each director will hold office until the next annual meeting of shareowners.

The Board has considered the independence of each of the nominees for election as directors of CottPrimo for purposes of the rules of the SEC, New York Stock Exchange (“NYSE”) and National Instrument58-101—Disclosure of Corporate Governance Practices (“NI58-101”) of the Canadian Securities Administrators. All nominees are independent except for Mr. Harrington, our Chief Executive Officer, and Mr. Fowden, our former Chief Executive Officer and current Executive Chairman of the Board.Board, and Mr. Prim, former Executive Chairman of Legacy Primo. See “Certain Relationships and Related Transactions” on page 1720 of this proxy statement for further discussion of the Board’s determinations as to independence.

Nominee		Committee Membership
Mario Pilozzi, 72,73, of Oakville, Ontario, Canada, was, until January 2008, President and CEOChief Executive Officer ofWal-Mart Canada.Canada Corp. He joinedWal-Mart Canada in 1994 as Vice-President of Hardline Merchandise and was promoted to Senior Vice-President of Merchandise and Sales, and later Chief Operating Officer, before serving as President and CEO.Chief Executive Officer. Prior to joiningWal-Mart Canada, Mr. Pilozzi held a broad range of positions with Woolworth Canada Inc. spanning more than 30 years, including the positions of Vice-President of Hardline Merchandise, Administrator of Store Openings, District Manager, Store Manager and several other key roles in Woolworth’s variety and discount-store divisions. Since his retirement in 2008, Mr. Pilozzi has served as a consultant forWal-Mart’s businesses in Puerto Rico, Brazil, Argentina, Chile, Mexico, China and Japan. Mr. Pilozzi has served on Cott’s boardour Board since June 2008. The boardBoard nominated Mr. Pilozzi to be a director because he has extensive executive experience with two well-known, multinational corporations and understands the retail sales business of our retailer partners. Mr. Pilozzi is a Canadian resident.		Audit Committee

It is intended that each director will hold office until the close of business of the 20202021 annual meeting or until his or her earlier resignation, retirement or death. Pursuant to Cott’sPrimo’s Corporate Governance Guidelines, no director may stand for election orre-election to the Board after the director has reached the age of 75 (a director that turns 75 during his or her term, however, may serve out the remainder of that term). No nominee identified above will reach the age of 75 prior to the date of the 20202021 annual meeting.

Unless otherwise instructed, the persons named in the accompanying form of proxy intend to vote FOR the election to the Board of the tentwelve nominees who are identified above. Management and the Board do not contemplate that any of the nominees will be unable to serve as a director. If, for any reason at the time of the meeting, any of the nominees are unable to serve, then the persons named in the accompanying form of proxy will, unless otherwise instructed, vote at their discretion for a substitute nominee or nominees.

Cease Trade Orders, Corporate and Personal Bankruptcies, Penalties and Sanctions

Except as set forth below, to the knowledge of Cott,the Company, none of its directors and officers is, or within 10 years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any company (including Cott)the Company) that (i) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while the director or officer was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director or officer ceased to be a director, chief executive officer or chief financial officer and that resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Except as set forth below, to the knowledge of Cott,the Company, none of its directors and officers is, or within 10 years prior to the date hereof has been, a director or executive officer of any company (including Cott)the Company) that, (i) while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (ii) has, within 10 years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or executive officer.

Mr. Savage served as a director ofSun-Times Media Group, Inc. (“Sun Times”), formerly Hollinger International Inc. He served as a director of that company from July 2003 until November 2009. Sun Times filed for protection under Chapter 11 of the United States Bankruptcy Code in April 2009, and the principal operating assets of Sun Times were subsequently sold.

Mr. Savage has been a director of Sears since April 2015 and is currently the Chairman of the board. On June 22, 2017, Sears announced that it and certain of its subsidiaries (the “Sears Group”) had been granted an order from the Ontario Superior Court of Justice (Commercial List) that, among other things, granted the Sears Group protection from their creditors under theCompanies’ Creditors Arrangement Act(Canada). On June 29, 2017, Sears received notice that the Continued Listings Committee of the Toronto Stock Exchange (the “TSX”) had determined to delist Sears’ common shares effective at the close of market on July 28, 2017. Sears did not appeal the decision. Subsequently, on October 16, 2017, Sears announced that it had received approval from the Ontario Superior Court of Justice to proceed with a liquidation of all of its inventory and furniture, fixtures and equipment located at its remaining stores.

Mr. Fowden served on the board of directors of Chesapeake Corporation (now known as Canal Corporation), a supplier of specialty paperboard products, when it filed a voluntary Chapter 11 petition in the United States on December 29, 2008. He served as a director of such company until May 2009.

To the knowledge of Cott,the Company, none of its directors and officers has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to invest in Cott.the Company.

Majority Voting and Director Resignation Policy

Pursuant to Cott’sPrimo’s Majority Voting and Director Resignation Policy, if a nominee in an uncontested election does not receive the vote of at least the majority of the votes cast, the director is required to promptly deliver a

written notice to the Corporate Governance Committee offering to resign from the Board. Following receipt of an offer of resignation, the Corporate Governance Committee must consider whether or not to accept

the offer of resignation and recommend to the Board whether or not to accept it. With the exception of exceptional circumstances that would warrant the continued service of the applicable director on the Board, the Corporate Governance Committee is expected to accept and recommend acceptance of the resignation by the Board. In considering whether or not to accept the resignation, the Corporate Governance Committee may consider factors provided as guidance by the TSX and all factors deemed relevant by members of the Corporate Governance Committee including, without limitation, any stated reasons why shareowners withheld votes from the election of that nominee, the length of service and the qualifications of the director whose resignation has been submitted, such director’s contributions to Cott, Cott’sPrimo, Primo’s governance guidelines and Cott’sPrimo’s obligations under applicable laws. The Board must make its decision on the Corporate Governance Committee’s recommendation within 90 days following the meeting of Cott’sPrimo’s shareowners. In considering the Corporate Governance Committee’s recommendation, the Board will evaluate the factors considered by the Corporate Governance Committee and such additional information and factors that the Board deems relevant and, with the exception of exceptional circumstances that would warrant the continued service of the applicable director on the Board, the Board will accept the resignation. If an offer of resignation is accepted in accordance with this policy, the Board may in accordance with the provisions of Cott’sPrimo’s articles andby-laws appoint a new director to fill any vacancy created by the resignation or reduce the size of the Board.

COMPENSATION OF DIRECTORS

We use a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board. We set director compensation at a level that reflects the significant amount of time and high skill level required of directors in performing their duties for CottPrimo and for its shareowners. In 2018,2019, other than Thomas J. Harrington, our Chief Executive Officer, and Jerry Fowden, our former Chief Executive Officer and current Executive Chairman of the Board, no employees served as directors. Neither Mr. Harrington nor Mr. Fowden was not compensated for serving as a director in 20182019, and histheir compensation as Chief Executive Officer and Executive Chairman, respectively, during 20182019 has been fully reflected in the Summary Compensation Table on page 3840 of this proxy statement. We provided the following annual compensation to ournon-employee directors in 2018:2019:

Directors’ Compensation Schedule

The compensation of directors is considered in light of the overall governance structure of Cott.Primo. Compensation for directors is recommended to the Board by the Human Resources and Compensation Committee (the “Compensation Committee”) and is approved by the independent directors. Director compensation is set solely on an annual fee basis (paid quarterly in arrears) andper-meeting attendance fees are not paid. Generally, directors are not separately compensated for service on Board committees in roles other than the committee chair.

During 2018,2019, directors of Cott were entitled to the following annual fees:

Share Ownership Requirements for Board Members

The Board has adopted minimum share ownership requirements fornon-management directors. Under the requirements, each such director must own common shares having a minimum aggregate value equal to five times his or her annual board retainer fee (excluding additional committee or chairman retainers). The Compensation Committee or the Board may, from time to time, reevaluate and revise these guidelines to give effect to changes in Cott’sPrimo’s common share price or capitalization. The value of shares owned by each director is recalculated on an annual basis on December 31 of each year. Compliance with the requirements is measured on December 31 of each year and reported to the Compensation Committee. Directors are not required to attain the minimum ownership level by a particular deadline. However, until the guideline amount is achieved, such directors are required to retain an amount equal to 100% of net shares received as equity compensation. Once a director achieves the applicable ownership guideline, such director will be considered in compliance, regardless of any changes in the price of CottPrimo common shares, so long as such director continues to own at least the number of CottPrimo common shares owned in order to achieve the applicable guideline. “Net shares” are defined as those shares that remain after shares are sold or netted to pay the exercise price of stock options (if applicable) and taxes payable upon the grant of a stock payment or the vesting of restricted shares, restricted share units, performance shares, or performance share units or the exercise of stock options or stock appreciation rights. Failure to meet or to show sustained progress toward meeting the guidelines may be a factor considered by the Compensation Committee in determining future long-term incentive equity grants to such directors. Shares purchased on the open market may be sold in compliance with Cott’sPrimo’s policies and applicable securities law.

These requirements are designed to ensure that directors’ long-term interests are closely aligned with those of our shareowners. Each of the incumbentnon-management directors, other than Britta Bomhard and Steven P. Stanbrook, who were appointed to the Board on November 5, 2018, holds common shares in excess of the threshold required by the share ownership guidelines as of December 31, 2018.2019.

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

Security Ownership

The following table and the notes that follow show the number of our common shares beneficially owned as of March 11, 201916, 2020 by each of our directors and the individuals named in the Summary Compensation Table, as well as by our current directors, director nominees and executive officers as a group.

Section 16(a) Beneficial Ownership Reporting Compliance

Our directors and executive officers and any beneficial owner of more than 10% of our common shares, as well as certain affiliates of those persons, must file reports with the SEC showing the number of common shares they beneficially own and any changes in their beneficial ownership. Based on our review of these reports and written representations of our directors and executive officers, we believe that all required reports in 2018 were filed in a timely manner, except that, as a result of an administrative error, one Form 4 reporting one transaction was not timely filed on behalf of Mr. Graham Savage.

CERTAINRELATIONSHIPSCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Board has determined that eightnine of the nominees for director, Britta Bomhard, Susan E. Cates, Stephen H. Halperin, Betty Jane Hess, Gregory Monahan, Mario Pilozzi, Eric Rosenfeld, Graham W. Savage and Steven P. Stanbrook, are independent within the meaning of the rules of the SEC, NYSE and NI58-101. In addition, based on such rules, the Board has determined that the following former directors who served during the fiscal year ended December 29, 2018 were independent: David Gibbons, Kenneth C. Keller, Jr. and Andrew Prozes. A director is “independent” in accordance with the rules of the SEC, NYSE and NI58-101 if the Board affirmatively determines that such director has no material relationship with us (either directly or as a partner, shareowner or officer of an organization that has a relationship with us). Mr. Harrington is a management director and therefore is not independent. Mr. Fowden is our former Chief Executive Officer and current Executive Chairman of the Board and is considered a management director and therefore is not independent. Beginning in the second quarter of 2020, Mr. Fowden will transition to the role of Chairman of the Board, and will not be independent in such role for a three-year period from the date of the transition. Mr. Prim is the former Executive Chairman of Legacy Primo and was considered an executive officer in such role, and therefore will not be independent for a three-year period from the closing of the Primo acquisition.

Mr. Halperin is of counsel at Goodmans LLP, a law firm that provides services to Cottthe Company on a regular basis, where he previously served as a partner prior to December 31, 2017. The amount of fees earned by Goodmans LLP for legal services rendered to Cottthe Company was and has been financially immaterial to Goodmans LLP and is unrelated to Mr. Halperin’s compensation from such firm. Following his retirement from the partnership, Mr. Halperin (i) has not received and is not anticipated to receive any compensation from Goodmans LLP, other than in respect of de minimis payments on account of ongoing benefit programs; and (ii) is not involved in the management or oversight of Goodmans LLP operations. Prior to his retirement, Mr. Halperin did not provide and was not involved in the provision of legal services by Goodmans LLP to Cott,the Company, and following his retirement, he has not and does not intend to provide or be involved in the provision of such services by Goodmans LLP to Cott.the Company. The Board considered these matters and determined that Mr. Halperin is independent.

Each director and nominee for election as director delivers to Cottthe Company annually a questionnaire that includes, among other things, a request for information relating to any transactions in which both the director or nominee, or their family members, and Cottthe Company participates, and in which the director or nominee, or such family member, has a material interest. Pursuant to Cott’sPrimo’s Corporate Governance Guidelines and the charter of the Corporate Governance Committee, the Corporate Governance Committee is required to review all transactions between Cottthe Company and any related party (including transactions reported to it by a director or nominee in response to the questionnaire, or that are brought to its attention by management or otherwise), regardless of whether the transactions are reportable pursuant to Item 404 of RegulationS-K under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

After considering advice from the Corporate Governance Committee, the Board is required to review, and, if appropriate, approve or ratify, such related party transactions. A “related party transaction” is defined under the Corporate Governance Guidelines as any transaction in which Cottthe Company was or is to be a participant and in which any related party has a direct or indirect material interest, other than transactions that (i) are available to all employees generally, (ii) involve compensation of executive officers or directors duly authorized by the appropriate board committee, or (iii) involve reimbursement of expenses in accordance with Cott’sPrimo’s established policy.

A “related party” is defined under the Corporate Governance Guidelines as any person who is, or at any time since the beginning of Cott’sthe Company’s last fiscal year was, an executive officer or director (including in each case nominees for director), any shareowner owning in excess of 5% of Cott’sthe Company’s common shares, or an immediate family member of an executive officer, director, nominee for director or 5% shareowner.

An “immediate family member” is defined under the Corporate Governance Guidelines as a person’s spouse, parents, stepparents, children, stepchildren, siblings, mother- andfather-in-law, sons- anddaughters-in-law, brothers- andsisters-in-law, and anyone (other than employees) who shares such person’s home.

Management and directors must also update the Board as to any material changes to proposed transactions as they occur.

Because related party transactions potentially vary, the Corporate Governance Committee or the Board has not to date developed a written set of standards for evaluating them, but rather addresses any such transactions on acase-by-case basis.

Mr. Charles R. Hinson iswas the Chief Executive Officer of S&D Coffee and Tea, a former subsidiary of Cott.the Company that was sold on February 28, 2020 to Westrock Coffee Company, LLC. Mr. Hinson’s son is a National Account Manager at S&D Coffee & Tea and earned $131,979$135,059 in 20182019 (comprised of his base salary, annual bonus and use of car) and receives other regular and customary benefits generally available to all S&D Coffee & Tea employees. His compensation isin 2019 was commensurate with his position. After considering advice from the Corporate Governance Committee, the Board reviewed and ratified these arrangements with Mr. Hinson’s son.

Other than the above-mentioned transaction, to the knowledge of the directors, no insider, director or proposed nominee for election as a director, or any associate or affiliate of any such persons, had any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any material transaction with Cottthe Company since December 30, 2018.28, 2019.

None of the directors, executive officers, employees, former executive officers, former directors or former employees of Cottthe Company has any indebtedness to Cottthe Company or any of its subsidiaries.

COMPENSATION OF EXECUTIVE OFFICERS

Compensation Discussion and Analysis

Executive Summary

We seek to incentivize management to increase long-term, sustainable shareowner value, giving appropriate consideration to risk and reward. We strive to focus management on executing our mission to be the leading North Americana pure-play water company that provides hydration solutions to consumers whenever, however and European water, coffee, tea and filtration service provider within home and office delivery, foodservice, convenience and hospitality with strong margins and compound growth in revenue and free cash flow.wherever they want them. In 2018,2019, our mission was executed through a concentration in sixfocus on several key areas: (1) organic growth in water and coffee categories that aresolutions aligned with healthy hydration trends, (2)including growth in key channels of home and office delivery foodservice, conveniencewater and hospitality, (3) capture of acquisition synergies, (4)water filtration, (2) continuation of our value-creatingtuck-in acquisition strategy and (5) the divestiturecapture of our traditional beverage manufacturing business and deleveraging of our balance sheet and (6) theassociated synergies, (3) return of funds to shareowners through our quarterly dividend and opportunistic share buyback program.program, (4) deployment of new innovations with the roll out of Pureflo^™ filtration technology and customer experience initiatives, and (5) Board and management alignment on a strategy to transition to a pure-play water company. Our compensation programs are designed to reward executives based on the achievement of both individual and corporate performance targets, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. Our named executive officers’ total compensation consists of a base salary, opportunities for annual performance-based cash bonus compensation, and long-term compensation in the form of equity ownership.

This Compensation Discussion and Analysis focuses on the compensation of our named executive officers for 2018,2019, who were:

We believe that our named executive officers were instrumental in helping us execute our mission in 2018,2019, as follows:

In 2019, the Compensation Committee and management continued to implement compensation and corporate governance best practices that reflect our financial position and our business, including:

o

Each of our named executive officers, other than the President Route Based Services / Chief Executive Officer—DSS (the “DSS CEO”) and S&D CEO, received a performance bonus equal to 91.0% of target award opportunity. The DSS CEO received a performance bonus equal to 37.3% of target award opportunity, and the S&D CEO, received a performance bonus equal to 76.0%86.0% of target award opportunity. The S&D CEO received a performance bonus equal to 131.0% of target award opportunity;

programs and risk, as well as the oversight of risk by the Audit Committee on behalf of the full Board pursuant to the Audit Committee Charter.

We believe that the following table is helpful in understanding the targeted versus actual payout of the performance-based cash bonuses to our named executive officers over the previous three fiscal years. This table supplements the information in the Summary Compensation Table appearing following the Compensation Discussion and Analysis.

PERFORMANCE-BASED CASH BONUS ACHIEVEMENT HISTORY

Consistent with our shareowners’ determination, on an advisory basis, at the 2017 annual and special meeting of shareowners, the Board determined that an advisory vote on the compensation of our named executive

officers will be conducted every year. The next advisory vote on the frequency of an advisory vote on executive compensation will take place at the 2023 annual meeting of shareowners.

Overview of Compensation Program

The Compensation Committee is responsible for overseeing Cott’sPrimo’s compensation reward programs, which include compensation (base salary, bonus and equity compensation) and limited perquisites as described below and as set forth in the Summary Compensation Table. In addition, the Compensation Committee is responsible for overseeing talent management and succession planning for the senior management team, as well as setting objectives and evaluating the performance of Cott’sPrimo’s Chief Executive Officer. To assist in executing its responsibilities, the Compensation Committee may retain independent compensation consultants, at Cott’sPrimo’s expense, who report solely to the Compensation Committee. The Compensation Committee is responsible for ensuring that the total compensation paid to our Chief Executive Officer and the officers who directly report to him is fair, reasonable and competitive. The Compensation Committee must recommend to the independent members of the Board, and the Board must review and, if it deems appropriate, approve any changes to our Chief Executive Officer’s compensation package. The Compensation Committee reviews and approves all compensation packages and any adjustments thereto for the direct reports. The Compensation Committee also approves any severance packages to departing direct reports, as well as the severance plans that govern the terms of the severance packages. We refer to the officers who report directly to our Chief Executive Officer as “direct reports.” In 2018,2019, each of our named executive officers, other than Mr.Messrs. Fowden and Harrington, were direct reports.

Company Objectives

The primary objectives of our current compensation program are to incentivize management to increase long-term, sustainable shareowner value, giving appropriate consideration to risk and reward, and to focus management on executing our mission. Periodically, the Compensation Committee reviews and approves the design of our compensation programs to ensure that it provides sufficient compensation opportunities for executives in order to attract, retain and motivate the best possible management team. Our compensation programs are designed to:

Our compensation packages for named executive officers consist of a base salary, opportunities for annual performance-based cash bonus compensation, and long-term compensation in the form of equity ownership. The Compensation Committee has selected these components because it believes they align the interests of our named executive officers with those of our long-term shareowners and motivate these executives to achieve our goals.

Setting Executive Compensation and the Role of Executive Officers in Compensation Decisions

Periodically, the Compensation Committee determines what adjustments, if any, to base salary, cash performance bonus amounts, performance targets for performance-based compensation, and the applicable levels

and targets for other compensation would be appropriate for our Chief Executive Officer, and recommends any adjustments to the Board. The Board considers the Compensation Committee’s proposals and, if acceptable, approves them.

The Compensation Committee also determines whether any adjustments to compensation would be appropriate for the direct reports. The Compensation Committee, annually and as it otherwise deems appropriate, meets with our Chief Executive Officer and our Vice President Corporate Human Resources to obtain recommendations with respect to our compensation programs and packages for the direct reports. The Chief Executive Officer and our Vice President Corporate Human Resources may make recommendations to the Compensation Committee on base salary, long-term incentive plan awards, performance targets, and other compensation terms for the direct reports that the Compensation Committee may consider. The Compensation Committee considers management’s proposals, reviews independent data to validate these recommendations and, if acceptable, approves them. The Compensation Committee is not bound to, and does not always accept, management’s recommendations with respect to executive compensation for the direct reports. In addition, the Compensation Committee has the authority to access (at Cott’sPrimo’s expense) independent, outside compensation consultants and other advisors for both advice and competitive data as it determines the level and nature of Cott’sPrimo’s executive compensation.

In 2018,2019, the Compensation Committee continued to retain Frederic W. Cook & Co. (“FWCook”) as its sole independent compensation consultant. FW Cook only performs work for and reports directly to the Compensation Committee and attends Compensation Committee meetings as requested. FW Cook provided recommendations to the Compensation Committee on the competitiveness and appropriateness of all elements of executive compensation, including the Chief Executive Officer’s compensation. FW Cook did not provide any additional services to the Board or management in 2018.2019.

The Compensation Committee has considered the independence of FW Cook in light of SEC rules and NYSE listing standards. In connection with this process, the Compensation Committee has reviewed, among other items, a report from FW Cook addressing the independence of FW Cook and the members of the consulting team serving the Compensation Committee, including the following factors: (i) other services provided to Cottthe Company by FW Cook; (ii) fees paid by Cottthe Company as a percentage of FW Cook’s total revenue; (iii) policies or procedures of FW Cook that are designed to prevent conflicts of interest; (iv) any business or personal relationships between the senior advisor of the consulting team with a member of the Compensation Committee; (v) any CottCompany stock owned by the senior advisor or any immediate family member; and (vi) any business or personal relationships between our executive officers and the senior advisor. The Compensation Committee discussed these considerations and concluded that the work performed by FW Cook and its senior advisor involved in the engagement did not raise any conflict of interest.

The Compensation Committee periodically reviews compensation data and pay practices from Cott’sPrimo’s peer group and general industry surveys to determine the “market median” of the compensation of executives performing similar functions in the competitive market and in Cott’sPrimo’s peer group. However, the Board and the Compensation Committee retain discretion in setting the compensation for our Chief Executive Officer and his direct reports, respectively. As a result, compensation for these executives may differ materially from the peer group and may vary according to factors such as experience, position, tenure, individual and organizational factors, and retention needs, among others. The Compensation Committee periodically evaluates and selects which companies to reference for purposes of executive compensation competitiveness. With guidance from its compensation consultant and input and discussion with management, the Compensation Committee discusses annually whether the mix of companies in the peer group produces a valid competitive analysis relative to our talent requirements.

The Compensation Committee, with input from FW Cook, determined that the peer group below, consisting of selected North American companies, was appropriate for setting 20182019 target compensation.

During its April 2018August 2019 meeting, the Compensation Committee, with input from FW Cook, reviewed the peer group that would be used for setting 20192020 target compensation and determined to make the following changes to the peer group to more closely reflect Cott’s newthe Company’s business and financial profile following the sale of the Traditional Business:profile:

In addition, the Compensation Committee reviewssize-adjusted median compensation data from two general industry surveys in which management annually participates: the Aon Hewitt Total Compensation Measurement survey and the Willis Towers Watson Compensation Data Bank survey. The Aon Hewitt survey in

2017 2018 included over 500400 companies ranging in size from $14approximately $5 million to over $200$500 billion in annual

revenue, and the Willis Towers Watson survey in 20172018 included over 500750 organizations ranging in size from $100approximately $5 million to over $175$575 billion in annual revenue.

The Compensation Committee annually reviews peer group and survey data in recommending our Chief Executive Officer’s compensation to the Board and in setting compensation for the direct reports. We consider the compensation paid by companies in our peer group as one factor in setting compensation for our named executive officers, and we may review peer group data with respect to individual components of compensation in addition to overall compensation. Compensation for the majority of our named executive officers has historically fallen at the low end of our “market median range.” Our market median range is defined as plus or minus 10% of the market median for base salary, plus or minus 15% of the market median for all other elements of compensation, and plus or minus 15% of the market median for total direct compensation. Our goal, over time and depending on the success of our overall business, is to more closely align components of our named executive officers’ compensation with the market median range for all compensation elements. In 2018,2019, total direct compensation opportunities for our Chief Executive Officer, Chief Financial and Administrative Officer and Vice President, General Counsel and Secretarynamed executive officers were within or below the market median range. Total direct compensation opportunities for the DSS CEO andrange, except for the S&D CEO, which were originally set by employment agreements negotiated as part of acquisitions of DSS and S&D, respectively, werewas above the high end of our market median range.

The Compensation Committee intends to continue to make adjustments to executive compensation in light of the objectives of our compensation program, our financial and competitive position and our business. The Compensation Committee may exercise discretion as to the type and magnitude of these adjustments. In addition, the Compensation Committee may choose to set compensation based on factors other than external data and company performance, including individual responsibilities, potential and achievement. The Compensation Committee believes that its 20182019 decisions supported the objectives of Cott’sthe Company’s compensation program.

Long-Term versus Currently-Paid Compensation

Currently-paid compensation to our named executive officers includes base salaries, which are paid periodically throughout the fiscal year, annual cash performance bonuses based on performance targets proposed by management and approved by the Compensation Committee, which are awarded after the end of the fiscal year, and limited perquisites and personal benefits, which are paid consistent with our policies in appropriate circumstances. Our named executive officers historically have been eligible to participate in our long-term equity incentive plans, including the Amended and Restated CottPrimo Water Corporation Equity Incentive Plan (the “Amendedand Restated Equity Plan”) and the CottPrimo Water Corporation 2018 Equity Incentive Plan (the “2018 Equity Plan” and together with the Amended and Restated Equity Plan, the “Equity Plans”). The Equity Plans provide the Compensation Committee and management with the flexibility to design compensatory awards responsive to Cott’sthe Company’s business needs and goals. Awards under the Equity Plans may be in the form of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, performance units or stock payments. As of December 29, 2018,28, 2019, all of our outstanding equity awards were issued under the Amended and Restated Equity Plan. The Equity Plans are described in more detail under the heading “Equity Compensation Plan Information” on page 54 of this proxy statement. Our executive officers may also participate in our 401(k) Plan, which is available to all employees in the United States, except for certain union employees.

The compensation structure for our named executive officers is intended to balance the need of these executives for current income with the need to create long-term incentives that are directly tied to achievement of our operational targets and growth in shareowner value. For our Chief Executive Officer, the Compensation Committee reviews peer group and survey data and recommends to the Board the terms of his compensation arrangements. The Board reviews the recommendation and, if acceptable, approves such arrangements. Our Chief Executive Officer and Vice President Corporate Human Resources review peer group and survey data and recommend to the Compensation Committee the terms of the compensation arrangements for direct reports. The Compensation Committee reviews those recommendations and, if acceptable, approves them.

Compensation Components

For 2018,2019, the principal compensation components for Cott’sthe Company’s named executive officers consisted of the following:

Base Salary

We provide named executive officers and other employees with base salary, paid over the course of the year, to compensate them for services rendered during the fiscal year. Base salary is determined by an annual assessment of a number of factors, including position and responsibilities, experience, individual job performance relative to responsibilities, impact on development and achievement of our business strategy, and competitive market factors for comparable talent in the peer group. However, the Board and the Compensation Committee retain discretion in setting the compensation for our Chief Executive Officer and the direct reports, respectively, and as a result, base salary for these executives may differ from that of comparable executives in the peer group.

In 2017,2018, the Compensation Committee recommended, and the Board approved, an increase to the base salary for our Chief Executive Officer. Similarly, upon the recommendation of our Chief Executive Officer and our Vice President Human Resources in 2017,2018, the Compensation Committee determined to increase the base salariessalary for our other named executive officers, other than the S&D CEO.Chief Legal Officer and Secretary. In making such determinations, the Board and the Compensation Committee considered the achievement of individual performance goals, a review of peer group

and survey data, the results of Cott’sthe Company’s performance and input from FW Cook. The following table sets forth the 20182019 base salary, 20172018 base salary, and, if applicable, the percentage increases or decreases for each named executive officer:

In 2019, the Compensation Committee recommended, and the Board approved, an increase to the base salary for our Chief Executive Officer, effective as of March 30, 2020. Similarly, in 2019, upon the recommendation of our Chief Executive Officer and our Vice President Corporate Human Resources, the Compensation Committee determined to increase the base salary for our Vice President,Chief Financial and Administrative Officer and Chief Legal Officer and Secretary, and General Counsel, effective April 1, 2019.as of March 30, 2020.

Performance Bonuses

General

The Compensation Committee believes that some portion of overall cash compensation for named executive officers should be performance-based, that is, contingent on successful achievement of corporate and individual targets. To that end, and depending on our financial and operating performance, the Compensation Committee may approve performance-based bonuses. The addition of performance bonuses in these situations more closely aligns a named executive officer’s overall compensation with his or her individual performance and the profitability of the business unit for which he or she is accountable. Eligibility for performance bonuses is set forth in a named executive officer’s employment offer letter, and is based on market competitiveness, the impact of the executive’s role within Cott,Primo, and the executive’s long-term contributions. Any changes to the target bonus levels set forth in the employment offer letter for our Chief Executive Officer are recommended by the Compensation Committee and determined by the Board. Any changes to the target bonus levels set forth in the employment offer letters for the direct reports are reviewed and approved by the Compensation Committee. The targets related to performance-based bonuses are reviewed and approved by the Compensation Committee. The Compensation Committee believes that this bonus arrangement presents executives with clear, quantified targets that will focus them on strategic issues and align management’s interests with those of our long-term shareowners in the sustained growth of shareowner value.

At the end of each fiscal year, an individual performance review is conducted for each named executive officer. If an individual performance review results in a rating below acceptable levels for the relevant period, all or a portion of the performance bonus may be withheld, even if corporate targets were met. During the performance review for our Chief Executive Officer and for his direct reports, the Compensation Committee determines whether the individual performance targets were met. Our Board retains the discretion to make adjustments to the performance bonus for our Chief Executive Officer, and the Compensation Committee retains the discretion to make adjustments to the performance bonuses for the direct reports.

Company Performance Targets

Performance bonus eligibility in 20182019 was determined based in part on achieving corporate targets and in part on achieving individual targets. In 2018,2019, the performance bonus of our named executive officers other than the DSS CEO, was calculated based on achievement of a specified level of EBITDA, operating free cash flow and revenue, weighted 70%50%, 15%25% and 15%, respectively. The performance bonus for the DSS CEO was calculated based on DSS performance and Eden Springs performance, weighted 70% and 30%, respectively, with DSS performance calculated based on achievement of DSS EBITDA and DSS operating free cash flow, weighted 85% and 15%, respectively, and with Eden Springs performance calculated based on achievement of Eden EBITDA, Eden revenue and Eden operating free cash flow, weighted 70%, 15% and 15%25%, respectively.

For performance bonus purposes, (i) “EBITDA” is GAAP earnings before interest, taxes, depreciation, and amortization, (ii) “operating free cash flow” is GAAP net cash provided by operating activities, less capital expenditures, and (iii) “revenue” is GAAP revenue. The metrics utilized for performance bonus purposes may be adjusted to exclude the impact of certain items as approved by the Compensation Committee, and as a result, they may not correspond to the reported measures used in Cott’sthe Company’s other disclosures or filings.

The business unit in which an individual is employed determines the bonus pool from which he or she is eligible to receive a performance bonus payment and the metrics applicable for the payment of the bonus. There were sevenfour company-wide bonus pools in 2018:2019: DSS, Eden Springs, S&D, Aimia, Decantae, RCI and Corporate. All of our named executive officers, other than the DSS CEO and S&D CEO, participated in the Corporate bonus pool in 2018.2019. The DSS CEO participated in the DSS/Eden bonus pools, and the S&D CEO participated in the S&D bonus pool.

The metrics described above closely correspond with the performance of our business, and the Compensation Committee therefore viewed them as appropriate performance targets for measuring the achievement of Cott’sthe Company’s business goals by our named executive officers. Once the corporate performance targets were achieved, the individual performance of the named executive officer was considered, and if expectations for his or her role had been met, the executive was paid a bonus in full. A bonus could have been withheld in whole or in part if the executive did not meet expectations for his or her role. No bonus or portion of a bonus was withheld in 2018.2019.

Performance bonuses in 20182019 had a “threshold” level, a base “target” level and an “outperform” level. Performance bonuses may be paid if the actual result for eachany metric is less than the applicable “threshold” level, with the exceptions noted below. For each of our named executive officers, other than the DSS CEO,level; however, if the actual results for the EBITDA metric are below the “threshold” level, no performance bonuses will be paid, subject to the discretion of the Board and the Compensation Committee to modify the performance bonus of our Chief Executive Officer and his direct reports, respectively, based on achievement of individual performance targets. For the DSS CEO, if the actual results for either of the EBITDA metrics (DSS or Eden Springs EBITDA) is below the “threshold” level, but the other EBITDA metric exceeds the “threshold” level, a performance bonus would be paid, subject to the discretion of the Compensation Committee to modify the performance bonus based on achievement of individual performance targets (a performance bonus would not be paid if both of the EBITDA metrics were below the “threshold” level). Management generally recommends the performance criteria targets each year to the Compensation Committee for review and approval. For 2018,2019, our named executive officers could earn a performance bonus of up to a maximum level of 200% of the target bonus amount based on achievement of goals in excess of the “outperform” level. The target bonus awards for 20182019 for our named executive officers varied between 75% and 100% of annual base salary.

The Compensation Committee believes that setting an achievable goal is important in motivating our employees appropriately and in constructing a pay package that allows us to compete successfully in the market for talented employees. The following chart sets forth the “threshold,” “target” and “outperform” performance targets established by the Compensation Committee in December 20172018 for the bonus pools in which our named executive officers participate, and the actual results achieved for those bonus pools.

20182019 Performance Bonus Program

Targets applicable to named executive officers (other than DSS CEO) ($ in millions)