PetIQ Inc. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously announced, on August 7, 2024, PetIQ, Inc. (the “Company” or “PetIQ”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gula Buyer Inc. (“Parent”), a Delaware corporation, and Gula Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Parent, Merger Sub and the Company will effect a merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving corporation of the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of Bansk Group LP.
On October 22, 2024, PetIQ held a virtual special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in PetIQ’s definitive proxy statement filed with the Securities and Exchange Commission on September 16, 2024 and mailed to the PetIQ stockholders starting on September 17, 2024.
As of the close of business on September 13, 2024, the record date for the Special Meeting, there were 29,901,331 shares of Common Stock (as defined below) outstanding, comprised of 29,669,791 shares of PetIQ’s Class A common stock, par value $0.001 per share (“Class A Common Stock”) and 231,540 shares of PetIQ’s Class B common stock, par value $0.001 per share (“Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”), each of which was entitled to one vote for each proposal at the Special Meeting. 24,098,637 shares of Common Stock, representing approximately 81% of all of the issued and outstanding Common Stock entitled to vote, were represented at the Special Meeting.
At the Special Meeting the following proposals were considered:
| (1) | the proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”); |
| (2) | the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by PetIQ to its named executive officers in connection with the Merger (the “Advisory Compensation Proposal”); and |
| (3) | the proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”). |
The tables below detail the final voting results for each proposal presented at the Special Meeting:
| 1. | The results of the Merger Agreement Proposal are as follows: |
| Votes For | Votes Against | Votes Abstained | ||
| 23,998,652 | 10,014 | 89,971 |
| 2. | The results of the Advisory Compensation Proposal are as follows: |
| Votes For | Votes Against | Votes Abstained | ||
| 8,022,630 | 15,938,600 | 137,407 |
As the Merger Agreement Proposal was approved, the Adjournment Proposal was unnecessary.
Pursuant to the terms of the Merger Agreement, the completion of the Merger remains subject to customary closing conditions.
Item 7.01. Regulation FD Disclosure
On October 22, 2024, PetIQ issued a press release announcing the results of the Special Meeting and the anticipated date of completion of the Merger. The information contained in Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Press Release, dated October 22, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PetIQ, Inc. | ||
| Dated: October 22, 2024 | By: | /s/ McCord Christensen |
| McCord Christensen | ||
| Chief Executive Officer | ||