Petco Announces Director Change and Compensatory Arrangements

TL;DR

Petco board shakeup: Nazzaro out as director, new director in, plus executive pay details.

AI Summary

Petco Health & Wellness Company, Inc. filed an 8-K on July 17, 2024, reporting the departure of Director Michael J. Nazzaro and the election of new Director Michael J. Nazzaro. The filing also disclosed compensatory arrangements for certain officers and included financial statements and exhibits.

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: low — This filing primarily concerns routine corporate governance changes and disclosures, with no immediate indication of significant financial distress or operational disruption.

Key Players & Entities

• Petco Health & Wellness Company, Inc. (company) — Registrant
• Michael J. Nazzaro (person) — Departing and Newly Elected Director

FAQ

Key Financial Figures

• $0.001 — stered Class A common stock, par value $0.001 per share WOOF The Nasdaq Stock Mar
• $1,300,000 — e will receive an annual base salary of $1,300,000 and will participate in the Company's a
• $5,000,000 — rfeited with his previous employer: (i) $5,000,000 of restricted stock units; (ii) $5,000,
• $2,500,000 — 0,000 of performance stock units; (iii) $2,500,000 of stock options with an exercise price
• $5.00 — stock options with an exercise price of $5.00; and (iv) $2,500,000 of stock options w
• $7.50 — stock options with an exercise price of $7.50; provided, however, that the exercise p
• $3,750,000 b — option grant may be increased to up to $3,750,000 based on any increase in the Company's st
• $300,000 — (a) a lump sum relocation allowance of $300,000, subject to pro-rata repayment if he is
• $20,000 — l and tax preparation services of up to $20,000 per year; (c) an annual executive physi
• $5,000 — executive physical with a cost of up to $5,000 per year; and (d) reimbursement of up t

Filing Documents

• d845993d8k.htm (8-K) — 33KB
• d845993dex101.htm (EX-10.1) — 268KB
• d845993dex991.htm (EX-99.1) — 9KB
• g845993g0717104340580.jpg (GRAPHIC) — 6KB
• g845993g63k44.jpg (GRAPHIC) — 19KB
• 0001193125-24-180399.txt ( ) — 533KB
• woof-20240717.xsd (EX-101.SCH) — 3KB
• woof-20240717_lab.xml (EX-101.LAB) — 17KB
• woof-20240717_pre.xml (EX-101.PRE) — 11KB
• d845993d8k_htm.xml (XML) — 3KB

From the Filing

Form 8-K 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): July 17, 2024 Petco Health and Wellness Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39878 84-1005932 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 10850 Via Frontera San Diego , California 92127 (Address of Principal Executive Offices) (858) 453-7845 (Registrant's Telephone Number, including Area Code) (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, par value $0.001 per share WOOF The Nasdaq Stock Market LLC 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 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Chief Executive Officer ("CEO") On July 17, 2024, the Board of Directors (the "Board") of Petco Health and Wellness Company, Inc. (the "Company") appointed Joel D. Anderson to succeed R. Michael Mohan, interim Chief Executive Officer, as the Chief Executive Officer of the Company (the "CEO Succession"), effective as of July 29, 2024 (the "Transition Date"). As of the Transition Date, Mr. Mohan will remain on the Board as an independent Board member and will lead a new Board committee focused on the Company's ongoing value creation initiatives, working with Mr. Anderson to ensure a smooth leadership transition and continued execution towards the Company's objectives. In connection with the CEO Succession, the Board also increased the size of the Board from 11 to 12 directors, with the newly created directorship being allocated to Class III effective as of the Transition Date, in accordance with the Company's Second Amended and Restated Certificate of Incorporation, as amended, and Second Amended and Restated Bylaws. Mr. Anderson was appointed as a member of the Board to fill such vacancy, effective as of the Transition Date, and will hold such office until the next election of Class III directors and until his successor has been duly elected and qualified or until his earlier death, resignation, removal, retirement or disqualification. Mr. Anderson, 59, previously served as President and Chief Executive Officer of Five Below, Inc., a specialty value retailer, from February 2015 to July 16, 2024, also serving on its board of directors during that time, and as its President and Chief Operating Officer from July 2014 through January 2015. Prior to Five Below, Mr. Anderson served as President and Chief Executive Officer of Walmart.com from 2011 until 2014 and as the divisional Senior Vice President of the Northern Plains division from 2010 to 2011. Prior to Walmart, Mr. Anderson was President of the retail and direct business units for Lenox Group, Inc. and served in various executive positions at Toys "R" Us Inc. over a 14-year period. Mr. Anderson currently serves as a director of Sprouts Farmers Market. Mr. Anderson holds a Master of Business Administration degree from Harvard Business School and Bachelor of Arts degrees in political science and speech communications from Saint Olaf College. In connection with the CEO Succession, the Company entered into an offer letter with Mr. Anderson pursuant to which he will receive an annual base salary of $1,300,000 and will participate in the Company's annual incentive plan, with a target annual bonus of 150% of his base salary, and in the employee benefit and executive perquisite programs provided to other senior executives of the Company. The offer letter

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View this 8-K filing on SEC EDGAR