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 28, 2022
PetMed Express, Inc.
(Exact name of registrant as specified in its charter)
Florida
000-28827
65-0680967
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
420 South Congress AvenueDelray Beach, FL33445
(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)
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 Instruction 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 Exchange Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares
PETS
NASDAQ Global Select Market
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. ☐
Item 5.07Submission of Matters to a Vote of Security Holders.
PetMed Express, Inc. (the “Company”, “we”, or “our”) held its Annual Meeting of Stockholders in Delray Beach, Florida on July 28, 2022 (“Annual Meeting”). The proposals presented at the Annual Meeting are described in more detail in the Company’s Proxy Statement on Schedule 14A that was filed with the United States Securities and Exchange Commission (“SEC”) on June 17, 2022. As of June 1, 2022, the record date for the Annual Meeting, there were 20,988,737 shares of the Company’s common stock issued and outstanding and eligible to be voted at the Annual Meeting. A total of 16,910,920 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, our shareholders cast their votes as described below.
1. The director nominees listed below were elected at the Annual Meeting to serve as directors of the Company until the next annual meeting of shareholders and until their successors are duly elected and qualified, or until their earlier death, resignation, or removal:
Proposal 1:
For
Against
Abstain
Broker Non-Votes
Election of Directors:
Leslie C.G. Campbell
12,079,951
740,023
33,401
4,057,545
Peter S. Cobb
12,497,700
321,180
34,492
4,057,548
Gian M. Fulgoni
10,957,023
1,875,836
38,511
4,057,550
Mathew N. Hulett
12,646,381
167,444
39,549
4,057,546
Diana Garvis Purcel
12,634,418
182,180
36,775
4,057,547
Jodi Watson
11,785,602
746,014
321,756
4,057,548
2. An advisory resolution to approve named executive officer compensation was approved.
Proposal 2:
Advisory vote on the named executive officer compensation, as disclosed in the Company’s Proxy Statement for the Annual Meeting.
For
Against
Abstain
Broker Non-Votes
10,838,757
1,921,986
92,629
4,057,548
3. The appointment of RMS US LLP as the Company’s independent registered public accounting firm for fiscal year 2023 was approved.
Proposal 3:
To ratify the appointment of RSM US LLP as the independent registered public accounting firm for the Company to serve for the 2023 fiscal year.
For
Against
Abstain
16,746,625
111,224
53,071
4. The PetMed Express, Inc. 2022 Employee Equity Compensation Restricted Stock Plan was approved.
Proposal 4:
To approve the PetMed Express, Inc. 2022 Employee Equity Compensation Restricted Stock Plan.
For
Against
Abstain
Broker Non-Votes
10,138,560
2,645,822
68,991
4,057,547
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.
