UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 5.07 Submission of Matters to a Vote of Security Holders.
On July 22, 2024, Petco Health and Wellness Company, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting were: (1) the election of Iris Yen, Cameron Breitner, Sabrina Simmons, and Glenn Murphy (the “Director Nominees”) to the Board of Directors of the Company (the “Board”) as Class I directors, each to serve for a three-year term expiring at the Company’s 2027 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until his or her earlier death, resignation, removal, retirement, or disqualification (“Proposal 1”); (2) the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers (“Proposal 2”); and (3) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2025 (“Proposal 3”).
Holders of the Company’s Class A common stock were entitled to vote on all matters presented for stockholder vote at the Annual Meeting. Holders of the Company’s Class B-1 common stock were entitled to vote on all matters presented for stockholder vote at the Annual Meeting, except Proposal 1. Holders of the Company’s Class B-2 common stock were entitled to vote only on Proposal 1 at the Annual Meeting.
Based on the votes cast by holders of Class A Common Stock, Class B-1 common stock, and Class B-2 common stock, with Class A and Class B-2 common stock voting together on Proposal 1, and Class A and Class B-1 common stock voting together on Proposals 2 and 3, the final results for each proposal presented to stockholders at the Annual Meeting are set forth below:
1. The election of the Director Nominees to the Board as Class I directors (Proposal 1):
Director Nominees |
Votes For |
Votes Withheld |
Broker Non-Votes |
Iris Yen |
215,821,702 |
15,809,174 |
18,089,547 |
Cameron Breitner |
212,473,289 |
19,157,587 |
18,089,547 |
Sabrina Simmons |
215,968,706 |
15,662,170 |
18,089,547 |
Glenn Murphy |
214,748,554 |
16,882,322 |
18,089,547 |
2. The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers (Proposal 2):
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
223,082,923 |
8,404,513 |
143,440 |
18,089,547 |
3. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2025 (Proposal 3):
Votes For |
Votes Against |
Abstentions |
247,258,804 |
2,302,506 |
159,113 |
No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.
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.
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Petco Health and Wellness Company, Inc. |
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Date: |
July 23, 2024 |
By: |
/s/ Giovanni Insana |
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Name: Title: |
Giovanni Insana |
Document And Entity Information |
Jul. 22, 2024 |
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| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jul. 22, 2024 |
| Entity Registrant Name | Petco Health and Wellness Company, Inc. |
| Entity Central Index Key | 0001826470 |
| Entity Emerging Growth Company | false |
| Entity File Number | 001-39878 |
| Entity Incorporation, State or Country Code | DE |
| Entity Tax Identification Number | 81-1005932 |
| Entity Address, Address Line One | 10850 Via Frontera |
| Entity Address, City or Town | San Diego |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 92127 |
| City Area Code | (858) |
| Local Phone Number | 453-7845 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Class A common stock, par value $0.001 per share |
| Trading Symbol | WOOF |
| Security Exchange Name | NASDAQ |