PetMed Express Announces Director Changes and Compensation Updates
Ticker: PETS · Form: 8-K · Filed: Aug 8, 2024 · CIK: 1040130
| Field | Detail |
|---|---|
| Company | Petmed Express Inc (PETS) |
| Form Type | 8-K |
| Filed Date | Aug 8, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, executive-compensation, board-of-directors
TL;DR
PetMed Express board shakeup and exec comp changes filed. New directors in.
AI Summary
On August 8, 2024, PetMed Express, Inc. filed an 8-K report detailing several key events. The company announced the election of new directors, including the appointment of a new Class II director, and changes to its executive compensation arrangements. Additionally, the filing covers the submission of matters to a vote of security holders and includes financial statements and exhibits.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Changes in board composition and executive compensation can indicate internal shifts or strategic realignments that may carry inherent risks.
Key Numbers
- 000-28827 — SEC File Number (Identifies the company's filing history with the SEC.)
- 65-0680967 — IRS Employer Identification No. (Company's tax identification number.)
Key Players & Entities
- PetMed Express, Inc. (company) — Registrant
- August 8, 2024 (date) — Date of earliest event reported
- Florida (location) — State of incorporation
- Delray Beach (location) — Principal executive offices city
FAQ
Who were the newly elected directors at PetMed Express?
The filing indicates the election of directors, including a new Class II director, but specific names are not detailed in the provided text.
What specific executive compensation arrangements were updated?
The filing mentions changes to compensatory arrangements of certain officers, but the specific details of these arrangements are not provided in this excerpt.
What matters were submitted to a vote of security holders?
The filing states that matters were submitted to a vote of security holders, but the nature of these matters is not specified in the provided text.
When was the earliest event reported in this 8-K filing?
The earliest event reported was on August 8, 2024.
What is the principal executive office address for PetMed Express?
The principal executive offices are located at 420 South Congress Avenue, Delray Beach, Florida 33445.
Filing Stats: 989 words · 4 min read · ~3 pages · Grade level 10.1 · Accepted 2024-08-08 17:19:04
Filing Documents
- pets-20240808.htm (8-K) — 57KB
- exhibit1012024omnibusincen.htm (EX-10.1) — 128KB
- exhibit1011formofrsuaward.htm (EX-10.1 1) — 25KB
- exhibit1012formofpsuaward.htm (EX-10.1 2) — 33KB
- exhibit1013formofrsa.htm (EX-10.1 3) — 26KB
- exhibit1014formofstockopti.htm (EX-10.1 4) — 37KB
- exhibit102non-employeedire.htm (EX-10.2) — 21KB
- 0001040130-24-000081.txt ( ) — 510KB
- pets-20240808.xsd (EX-101.SCH) — 2KB
- pets-20240808_lab.xml (EX-101.LAB) — 21KB
- pets-20240808_pre.xml (EX-101.PRE) — 12KB
- pets-20240808_htm.xml (XML) — 3KB
07 Submission of Matters to a Vote of Security Holders
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 appointmen
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 PetMed Express, Inc. 2024 Omnibus Incentive Plan. 10.1.1 Form of Restricted Stock Unit A ward under 2024 Omnibus Incentive Plan. 10.1.2 Form of Performance Stock Unit A ward under 2024 Omnibus Incentive Plan. 10.1.3 Form of Restricted Stock A ward under 2024 Omnibus Incentive Plan. 10.1.4 Form of Stock Option A ward under the 2024 Omnibus Incentive Plan . 10.2 Non-Employee Director Compensation Program, revised as of August 8, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
SIGNATURES
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 4