PetMed Express Elects New Directors, Updates Executive Pay

TL;DR

PETS board shakeup: new directors in, exec pay updated.

AI Summary

PetMed Express, Inc. announced on September 11, 2024, changes in its board of directors and executive compensation. Specifically, the company elected two new directors, Michael J. Slifka and Jeffrey A. Wessel, to its Board of Directors, effective immediately. Additionally, the company entered into new employment agreements with its Chief Executive Officer, Richard J. Sacher, and Chief Financial Officer, Michael J. Slifka, detailing their compensation and terms of employment.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in board composition and executive compensation can introduce uncertainty regarding future strategic direction and management stability.

Key Players & Entities

• PetMed Express, Inc. (company) — Registrant
• Michael J. Slifka (person) — Newly elected Director and Chief Financial Officer
• Jeffrey A. Wessel (person) — Newly elected Director
• Richard J. Sacher (person) — Chief Executive Officer
• September 11, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $800 million — th the company's revenue expanding from $800 million to $11.5 billion, including $2 billion
• $11.5 b — revenue expanding from $800 million to $11.5 billion, including $2 billion from digita
• $2 billion — 800 million to $11.5 billion, including $2 billion from digital channels. In 2020, Ms. D'E
• $930 million — , contributing to its sale to Alcon for $930 million in 2022. Robyn also serves as a Board M
• $425,000 — d will receive an annual base salary of $425,000, which may be increased in the discreti
• $1,000,000 — estricted stock units ("RSUs") equal to $1,000,000 divided by the Reference Price. The "Re
• $4.00 — k Market on the date of grant, and (ii) $4.00 per share (with foregoing clause (ii) b
• $240,000 — consisting of a number of RSUs equal to $240,000 divided by the Reference Price and a nu
• $360,000 — nce Price and a number of PSUs equal to $360,000 divided by the Reference Price. The RSU

Filing Documents

• pets-20240911.htm (8-K) — 42KB
• pets-20240911xexx101employ.htm (EX-10.1) — 138KB
• pets-20240912xexx991pressr.htm (EX-99.1) — 10KB
• 0001040130-24-000095.txt ( ) — 349KB
• pets-20240911.xsd (EX-101.SCH) — 2KB
• pets-20240911_lab.xml (EX-101.LAB) — 21KB
• pets-20240911_pre.xml (EX-101.PRE) — 12KB
• pets-20240911_htm.xml (XML) — 3KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On September 12, 2024, the Company issued a press release announcing the appointment of Ms. D'Elia as Chief Financial Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information in this Item 7.01 and the related information in Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act except as set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Executive Employment Agreement by and between PetMed Express, Inc. and Robyn D'Elia 99.1 Press Release dated September 12, 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL)

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. From time to time, the Company may also provide oral or written forward-looking statements in other materials the Company releases to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Statements that refer to future events or circumstances are forward-looking statements, and include, but are not limited to, the Company's expectations regarding the appointment of Ms. D'Elia as Chief Financial Officer. In addition, statements that the Company makes in this Current Report on Form 8-K that are not statements of historical fact may also be forward-looking statements. Words such as "expects," "intends," "goals," "plans," "believes," "continues," "may," "should," "anticipate," "seek," "estimate," "outlook," "future benefits," "potential," "estimates," "anticipates," and variations of such words and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different from those indicated (both favorably and unfavorably). These statements are based on our beliefs, as well as assumptions we have used based upon information currently available to us. Because these statements reflect our current views concerning future events, these statements involve risks, uncertainties, and assumptions. For further information on other risk factors, please refer to the "Risk 3 Factors" contained in the Company's Form 10-K, under Part I, Item 1A, for the year ended March 31, 2024 filed with the Securities and Exchange Commission. Caution should be taken not to place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of

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: September 11, 2024 PETMED EXPRESS, INC. By: /s/ Sandra Compos Name: Sandra Campos Title: Chief Executive Officer and President 5

View Full Filing

View this 8-K filing on SEC EDGAR