PetMed Express Sets Virtual Shareholder Meeting for Jan 2026

Ticker: PETS · Form: DEF 14A · Filed: 2025-12-10T00:00:00.000Z

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Corporate Governance, Director Election, Executive Compensation, Auditor Ratification, Virtual Meeting

Related Tickers: PETS

TL;DR

**PETS is holding a virtual shareholder meeting to elect directors and approve executive pay; vote FOR the board's picks or risk governance instability.**

AI Summary

PetMed Express, Inc. (PETS) is holding its 2025 Annual Meeting of Shareholders virtually on January 21, 2026, at 11:00 a.m. Eastern Time. Shareholders will vote on the election of five director nominees, including new appointees Peter Batushansky (effective April 9, 2025) and James LaCamp (effective October 19, 2025). The agenda also includes an advisory vote on named executive officer compensation and the ratification of Baker Tilly US, LLP as the independent registered public accounting firm for the 2026 fiscal year. As of the record date, December 5, 2025, there were 21,369,521 shares of common stock and 2,500 shares of convertible preferred stock outstanding, each entitled to one vote. The Board recommends voting 'FOR' all proposals, emphasizing the importance of shareholder participation in these governance decisions.

Why It Matters

This DEF 14A filing outlines critical governance decisions for PetMed Express, impacting investor confidence through director elections and executive compensation approvals. The ratification of Baker Tilly US, LLP ensures continued financial oversight, crucial for maintaining market transparency. For employees, the executive compensation vote indirectly reflects on leadership's strategic direction and potential impact on company culture. In a competitive pet care market, strong governance and clear executive incentives are vital for PETS to maintain its position against rivals like Chewy and Zoetis, influencing future growth and customer trust.

Risk Assessment

Risk Level: low — The risk level is low as this is a routine definitive proxy statement for an annual meeting, primarily focused on governance matters like director elections and auditor ratification. There are no indications of contested elections or significant shareholder dissent, and the company is simply fulfilling its regulatory obligations for the 2025 Annual Meeting of Shareholders.

Analyst Insight

Investors should review the director nominees and executive compensation details to ensure alignment with their investment thesis. Voting 'FOR' the board's recommendations signals confidence in current management and governance, while 'AGAINST' could indicate a desire for change in leadership or compensation practices.

Key Numbers

Key Players & Entities

FAQ

When is the PetMed Express 2025 Annual Meeting of Shareholders?

The PetMed Express 2025 Annual Meeting of Shareholders will be held virtually on Wednesday, January 21, 2026, at 11:00 a.m. Eastern Time. Shareholders can register to attend at http://web.viewproxy.com/petmeds/2025.

What are the key proposals for shareholders to vote on at the PetMed Express annual meeting?

Shareholders will vote on three main proposals: the election of five director nominees, an advisory vote to approve named executive officer compensation, and the ratification of Baker Tilly US, LLP as the independent registered public accounting firm for the 2026 fiscal year.

Who are the director nominees for PetMed Express in this DEF 14A filing?

The five director nominees for PetMed Express are Peter Batushansky, Leslie C.G. Campbell, James LaCamp, Justin Mennen, and Leah A. Solivan. Mr. Batushansky and Mr. LaCamp were appointed to the Board in 2025.

How many shares of PetMed Express common stock are outstanding and eligible to vote?

As of the record date, December 5, 2025, there were 21,369,521 shares of PetMed Express common stock issued and outstanding, each entitled to one vote at the Annual Meeting.

What is the record date for voting at the PetMed Express Annual Meeting?

The record date for the PetMed Express Annual Meeting is the close of business on December 5, 2025. Only shareholders of record as of this date are entitled to notice of and to vote at the Annual Meeting.

How can PetMed Express shareholders attend the virtual Annual Meeting?

Shareholders can attend the virtual Annual Meeting by first registering at http://web.viewproxy.com/petmeds/2025 by January 19, 2026, at 11:59 p.m. Eastern Time. A unique join link and password will be emailed prior to the meeting.

What is the Board's recommendation on the proposals for PetMed Express?

The Board of Directors recommends that shareholders vote 'FOR' each of the Board nominees for director, 'FOR' the approval of named executive officer compensation, and 'FOR' the ratification of Baker Tilly US, LLP as the independent registered public accounting firm.

What happens if a PetMed Express shareholder does not indicate their vote on a proxy card?

If a shareholder completes their proxy instructions but does not indicate a vote on one or all business matters, their proxy will vote 'FOR' each of the nominees in item 1, 'FOR' item 2, and 'FOR' item 3, as recommended by the Board.

Why is PetMed Express holding a virtual Annual Meeting?

PetMed Express is holding a virtual Annual Meeting to facilitate shareholder attendance and participation from any location, at no cost, and to increase shareholder communication through online tools, allowing for questions to be submitted in advance and during the meeting.

What is the role of Baker Tilly US, LLP for PetMed Express?

Baker Tilly US, LLP is the independent registered public accounting firm for PetMed Express, and shareholders are asked to ratify their appointment to serve for the 2026 fiscal year, ensuring external audit oversight.

Industry Context

PetMed Express operates in the online pet pharmacy sector, facing competition from traditional brick-and-mortar pharmacies, other online retailers, and direct-to-consumer pet product companies. The industry is influenced by trends in pet ownership, healthcare spending on pets, and the increasing adoption of e-commerce for prescription fulfillment.

Regulatory Implications

As a pharmacy, PetMed Express is subject to stringent regulations regarding the dispensing of prescription medications, including state and federal pharmacy laws, controlled substance regulations, and data privacy laws (like HIPAA). Compliance with these regulations is critical to avoid penalties and maintain operational integrity.

What Investors Should Do

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Key Dates

Glossary

DEF 14A
A proxy statement filed with the SEC by publicly traded companies to solicit shareholder votes. (This document contains the information shareholders need to vote on company matters at the annual meeting.)
Record Date
A specific date set by the company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Shareholders as of December 5, 2025, are entitled to vote at the January 21, 2026, Annual Meeting.)
Proxy
A document that authorizes another person to act on behalf of the shareholder in voting at a shareholder meeting. (Shareholders can vote by proxy if they cannot attend the virtual meeting.)
Named Executive Officers (NEOs)
The top executive officers of a company whose compensation is disclosed in SEC filings. (Shareholders will cast an advisory vote on the compensation of these individuals.)

Year-Over-Year Comparison

This filing is for the 2025 Annual Meeting, and the provided text does not contain comparative financial data or specific details from the previous year's filing (2024 Annual Meeting). Therefore, a direct comparison of key metrics like revenue growth, margin changes, or new risks cannot be made based solely on this DEF 14A excerpt.

Filing Stats: 4,906 words · 20 min read · ~16 pages · Grade level 12 · Accepted 2025-12-10 16:27:44

Filing Documents

– ELECTION OF DIRECTORS

ITEM 1 – ELECTION OF DIRECTORS 7

- ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

ITEM 2 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 8

– RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 3 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 8 DIRECTOR QUALIFICATIONS AND DIVERSITY 10 NOMINEES FOR DIRECTORS OF PETMED EXPRESS, INC. 11 INFORMATION ABOUT OUR EXECUTIVE OFFICER S 11 CORPORATE GOVERNANCE 17 REPORT OF THE AUDIT COMMITTEE 24 PRINCIPAL ACCOUNTANT FEES AND SERVICES 26

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 26 REPORT OF THE COMPENSATION AND HUMAN CAPITAL COMMITTEE 28 COMPENSATION DISCUSSION AND ANALYSIS 29

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 35 DIRECTOR COMPENSATION 51 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 53 OTHER MATTERS 54 WHERE YOU CAN FIND ADDITIONAL INFORMATION 54 PETMED EXPRESS, INC. 420 South Congress Avenue Delray Beach, FL 33445 PROXY STATEMENT This Proxy Statement contains information relating to the solicitation of proxies by the Board of Directors ("Board of Directors" or "Board") of PetMed Express, Inc. (the "Company," "PetMed Express, Inc.," "we," "us," "our") for use at our 2025 Annual Meeting of Shareholders, including any adjournment or postponement thereof ("Annual Meeting"). You will be able to virtually attend the Annual Meeting on Wednesday, January 21, 2026, at 11:00 a.m., Eastern Time by first registering at http://web.viewproxy.com/petmeds/2025 by January 19, 2026 at 11:59 p.m Eastern Time. You will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date where you will be able to listen to the meeting live, submit questions and vote online. Further information about how to attend the virtual Annual Meeting online, vote your shares online during the virtual Annual Meeting and submit questions during the virtual Annual Meeting is included in this Proxy Statement. Our Board of Directors has fixed the close of business on December 5, 2025 as the record date for the Annual Meeting (the "Record Date"). This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 2025 are first being mailed on or about December 10, 2025 to all shareholders entitled to vote at the Annual Meeting. The information provided in the "question and answer" format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, our websites is not incorporated by reference into this Proxy Statement and refer

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