PetMed Express Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$PETS
Retail-Drug Stores and Proprietary Stores
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 8, 2024
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(561 ) 526-4444
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 8, 2024, the shareholders of PetMed Express, Inc. (the “Company”), upon recommendation of the Company’s Board of Directors (“Board”), approved the PetMed Express, Inc. 2024 Omnibus Incentive Plan (“2024 Plan”). The 2024 Plan is described in greater detail in proposal 3 in the Company’s Proxy Statement on Schedule 14A for the Company’s 2024 Annual Meeting of Shareholders (“Proxy Statement”). The Proxy Statement, which includes an appendix with a full copy of the 2024 Plan, was filed with the U.S. Securities and Exchange Commission on June 24, 2024. The descriptions of the 2024 Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2024 Plan set forth in Exhibit 10.1 to this Current Report on Form 8-K.
In connection with the approval of the 2024 Plan, and effective on August 8, 2024, the Board approved certain amendments to the Company’s program for the compensation of non-employee directors, which amendments include that annual awards of restricted stock units to non-employee directors will be under the 2024 Plan, and other clarifications or non-substantive changes.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 8, 2024, the Company held its Annual Meeting of Shareholders (“Annual Meeting”). The proposals presented at the Annual Meeting are described in more detail in the Company’s Proxy Statement. As of June 12, 2024, the record date for the Annual Meeting, there were 20,609,192 shares of the Company’s voting securities issued and outstanding and eligible to be voted at the Annual Meeting. A total of 15,734,719 shares were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the Annual Meeting. With a majority of the outstanding shares voting either by proxy or in person, the Company’s shareholders cast their votes as described below.
Proposal 1 - The six director nominees proposed by the Company’s Board were elected to serve as members of the Board until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified by the following final voting results:
For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||
Leslie C.G. Campbell | 9,394,860 | 1,568,073 | 61,163 | 4,710,623 | ||||||||||||||||||||||
Sandra Y. Campos | 10,629,061 | 334,004 | 61,031 | 4,710,623 | ||||||||||||||||||||||
Gian M. Fulgoni | 8,972,142 | 1,988,030 | 63,924 | 4,710,623 | ||||||||||||||||||||||
Justin Mennen | 10,526,063 | 435,537 | 62,497 | 4,710,622 | ||||||||||||||||||||||
Diana Garvis Purcel | 9,647,851 | 1,316,825 | 59,420 | 4,710,623 | ||||||||||||||||||||||
Leah A. Solivan | 10,519,247 | 444,188 | 60,660 | 4,710,624 | ||||||||||||||||||||||
Proposal 2 - The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers named in the Proxy Statement by the following final voting results:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 10,078,516 | 871,696 | 73,883 | 4,710,624 | |||||||||||||||||
Proposal 3 - The Company’s shareholders approved the PetMed Express, Inc. 2024 Omnibus Incentive Plan by the following final voting results:
For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 10,205,700 | 701,519 | 116,878 | 4,710,622 | |||||||||||||||||
Proposal 4 - The Company’s shareholders ratified the appointment of RMS US LLP as the Company’s independent registered public accounting firm for fiscal year 2025 by the following final voting results:
For | Against | Abstentions | ||||||||||||
| 15,266,297 | 368,629 | 99,793 | ||||||||||||
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |||||||
10.1 | ||||||||
10.1.1 | ||||||||
10.1.2 | ||||||||
10.1.3 | ||||||||
10.1.4 | ||||||||
10.2 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 8, 2024
| PETMED EXPRESS, INC. | ||||||||
| By: | /s/ Sandra Y. Campos | |||||||
| Name: | Sandra Y. Campos | |||||||
| Title: | Chief Executive Officer and President | |||||||
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