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): 7/19/2021

____________

COVETRUS, INC.

(Exact Name of Registrant as Specified in its Charter)

____________

Delaware	001-38794	83-1448706
(State or other jurisdiction of incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

7 Custom House Street

Portland, ME 04101

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (888) 280-2221

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	CVET	NASDAQ Global Select Market

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:
☐	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))

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 Securities Act.	☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 22, 2021, Covetrus, Inc. (the “Company”) announced that Drew Coxhead has joined the Company as Vice President, Accounting, and will be appointed Vice President, Corporate Controller and Chief Accounting Officer, effective August 16, 2021. In connection with such appointment, Mr. Coxhead will serve as the Company’s principal accounting officer.

Mr. Coxhead, age 53, most recently served as Chief Financial Officer and Treasurer of LSC Communications, a leader in print and digital media solutions, from 2016 through 2020. Prior to this position, he served as Senior Vice President, Chief Accounting Officer of RR Donnelley, a marketing and business communications company, from 2007 to 2016. Mr. Coxhead received his MBA from University of Chicago Booth School of Business and his BS from University of Illinois, Urbana.

Mr. Coxhead is party to an Offer Letter, dated July 19, 2021, by and between the Company and Mr. Coxhead (the “Offer Letter”). Mr. Coxhead’s agreement of employment entitles Mr. Coxhead to an annual base salary of $425,000 and a short-term incentive bonus equal to 50% of Mr. Coxhead’s base salary for 2021, which shall be pro-rated. Mr. Coxhead’s initial grant under the Company’s Long-Term Incentive plan will be equal to $350,000 for fiscal 2022. He is also entitled to a one-time new hire equity grant in an amount equal to $500,000. Such grant will be 100% time-based restricted stock unit awards, which shall vest 100% on the three-year anniversary of the date of grant. If Mr. Coxhead is terminated by the Company without cause, or resigns for good reason (in each case as defined in the Offer Letter), Mr. Coxhead is entitled to receive his base salary for a period of twelve months and a pro-rated annual bonus.

Item 9.01. Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press Release, dated July 22, 2021

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Covetrus, Inc.
Date:	July 23, 2021	By:	/s/ Jamey S. Seely
		Name:	Jamey S. Seely
		Title:	General Counsel & Corporate Secretary

EX-99.1

Exhibit 99.1

Covetrus Appoints New Chief Accounting Officer

Drew Coxhead brings deep accounting experience to support Covetrus’ transformation

PORTLAND, Maine (July 22, 2021) –– Covetrus® (NASDAQ: CVET), a global leader in animal-health technology and services, announced today that Drew Coxhead will be appointed as vice president, corporate controller and chief accounting officer effective August 16, 2021. In this role, Mr. Coxhead will be responsible for Covetrus’ global accounting function, filings with the Securities and Exchange Commission and financial reporting systems. Mr. Coxhead will replace Laura Phillips, who announced in April her intent to retire from Covetrus on August 15, 2021.

“We’re excited to welcome Drew to Covetrus. His track record in building and driving high-performing teams and his deep background in accounting and financial management in complex environments will complement our existing leadership well,” said Matthew Foulston, Covetrus executive vice president and chief financial officer. “I look forward to working with him as we continue to drive our transformation and advance our strategic growth objectives in the years ahead.”

Mr. Coxhead previously served as senior vice president, chief accounting officer at RR Donnelly and chief financial officer and treasurer at its spin-off LSC Communications. He brings to Covetrus extensive financial and strategic leadership which will further build out the company’s financial capabilities and support for its growth initiatives. Mr. Coxhead holds an MBA from the University of Chicago Booth School of Business, and a Bachelor of Science from the University of Illinois, Urbana.

About Covetrus

Covetrus is a global animal-health technology and services company dedicated to empowering veterinary practice partners to drive improved health and financial outcomes. We are bringing together products, services, and technology into a single platform that connects our customers to the solutions and insights they need to work best. Our passion for the well-being of animals and those who care for them drives us to advance the world of veterinary medicine. Covetrus is headquartered in Portland, Maine with more than 5,500 employees serving over 100,000 customers around the globe. For more information about Covetrus visit https://covetrus.com/.

Forward-Looking Statements

This press release contains certain statements that are forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and that involve risks and uncertainties, including statements about our plans, objectives, expectations, and intentions. Such statements are subject to numerous risks and uncertainties. Factors that could adversely affect our business and prospects are set forth in our public filings with the Securities and Exchange Commission. Our forward-looking statements are based on current beliefs and expectations of our management team and, except as required by law, we undertake no obligations to make any revisions to the forward-looking statements contained in this release or to update them to reflect events or circumstances occurring after the date of this release, whether as a result of new information, future developments or otherwise. Investors are cautioned not to place undue reliance on these forward-looking statements.

Investor Contact:

Nicholas Jansen

nicholas.jansen@covetrus.com

(207) 550-8106

Media Contact:

Meghann Johnson, Current PR

mjohnson2@currentglobal.com

(248) 203-8978

(717) 385-4896

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XML

Cover Page Cover Page	Jul. 19, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 19, 2021
Entity Registrant Name	COVETRUS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38794
Entity Tax Identification Number	83-1448706
Entity Address, Address Line One	7 Custom House Street
Entity Address, City or Town	Portland
Entity Address, State or Province	ME
Entity Address, Postal Zip Code	04101
City Area Code	888
Local Phone Number	280-2221
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	CVET
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001752836