PETS 8-K
Petmed Express Inc (PETS)
8-K
2026-09-21
For: 2026-09-15
View Original
Added on
September 21, 2026
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): September 15, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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) | |||||
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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 | ||||||
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 o
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Tamar Elkeles as Director
On September 15, 2026, the Board of Directors (the “Board”) of PetMed Express, Inc. (the “Company”) appointed Tamar Elkeles, Ph.D., to serve as a director of the Company effective as of September 17, 2026. In connection with the appointment of Dr. Elkeles, the Board increased the number of members on the Board to 5 directors. Dr. Elkeles will serve as a director of the Company until the 2027 annual meeting of the Company’s shareholders or until her successor is elected and qualified, subject to her earlier resignation or removal. The Board has determined that Dr. Elkeles qualifies as an independent director under the listing standards of the Nasdaq Stock Market and the Company’s Corporate Governance Guidelines. Dr. Elkeles has been appointed to serve immediately on the Board’s Compensation and Human Capital Committee and Corporate Governance and Nominating Committee.
Dr. Elkeles, age 57, has over 30 years of experience serving as an executive, board member, and/or strategic advisor in the technology, enterprise software, and human capital industries. She served as Chief Human Resources Officer of XCOM Labs (now known as Virewirx) from January 2019 to June 2022, where she led the company’s human capital function. Since December 2022, she has served as a Senior Advisor at East Wind Advisors, an independent, industry-focused investment bank, where she advises East Wind and its clients on merger and acquisition transactions, conducting due diligence, and providing insights on competitive market dynamics. Dr. Elkeles currently serves on the board of directors of Brightline Interactive (NASDAQ: BTLN) (formerly The Glimpse Group, Inc.), where she serves as Chair of the Compensation Committee and the Nominating & Governance Committee. She previously served on the board of directors of G3 VRM Acquisition Corp. (NASDAQ: GGGV) from February 2021 to July 2022, and on the board of directors of GP Strategies Corporation, an NYSE-listed company, until its sale to Learning Technologies Group, a London Stock Exchange company. She currently serves on the board of directors of OpenSesame and on the Board of Advisors of the Forbes School of Business & Technology at The University of Arizona. Dr. Elkeles also serves as a strategic advisor to several start-up companies in the technology sector. Dr. Elkeles holds both an M.S. and Ph.D. in Organizational Psychology from the California School of Professional Psychology and a B.A. in psychology and human development from the University of Kansas. The Board believes that Dr. Elkeles’ extensive background in human capital strategy and aligning talent with strategic growth, coupled with her experience as a board member, executive, and strategic advisor across public and private companies, will bring invaluable perspective to the Board as it oversees the Company’s strategic growth priorities, human capital practices, corporate governance, and operational execution.
There is no arrangement or understanding between Dr. Elkeles and any other persons pursuant to which she was selected as a director. There are no family relationships between Dr. Elkeles and any director or executive officer of the Company, and there are no transactions to which the Company is a party and in which Dr. Elkeles has a direct or indirect material interest that is required to be disclosed under Item 404(a) of Regulation S-K. In connection with her appointment to the Board, Dr. Elkeles will receive compensation in accordance with the Company’s Non-Employee Director Compensation Program filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for its fiscal year ended March 31, 2026, filed with the Securities and Exchange Commission on June 2, 2026 (the “2026 Form 10-K”). The Company also intends to enter into an indemnification agreement with Dr. Elkeles in the same form as the Company’s standard form indemnification agreement with its other directors, which is filed as Exhibit 10.2 to the Company’s 2026 Form 10-K.
Item 7.01 Regulation FD Disclosure.
On September 21, 2026, the Company issued a press release relating to the appointment of Dr. Elkeles to the Board. A copy of the press release is furnished with this report as Exhibit 99.1 and is incorporated by reference in this Item 7.01.
The information furnished under Item 7.01 of this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information furnished under Item 7.01 of this report shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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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.
Dated: September 21, 2026
PETMED EXPRESS, INC. | ||||||||
By: | /s/ Robert Lawsky | |||||||
Name: | Robert Lawsky | |||||||
Title: | General Counsel | |||||||
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PetMeds Enhances Board of Directors with Appointment of Tamar Elkeles as New Independent Director
Dr. Elkeles Brings Deep Experience and Proven Track Record in Shaping Human Capital Strategy to Support Strategic Growth and Operational Execution
DELRAY BEACH, Fla., September 21, 2026 — PetMed Express, Inc., dba PetMeds and parent company of PetCareRx (Nasdaq: PETS), today announced the appointment of Tamar Elkeles, PhD as a new independent director and Chair of the Compensation and Human Capital Committee, effective September 17, 2026.
Dr. Elkeles brings more than three decades of experience as an executive, board member, and strategic advisor across the technology, enterprise software and human capital industries. From 1992 to 2015, she served as Chief Learning & Talent Officer at Qualcomm, where she helped shape the human capital strategy that supported the company's growth from $100 million to more than $25 billion in revenue and its global workforce from 700 to 35,000 employees. She currently serves as a Senior Advisor at East Wind Advisors, an Advisor at 444 Capital and a Venture Partner at Emerge Capital and she sits on the boards of Brightline Interactive and Open Sesame.
Dr. Elkeles’ appointment follows the Company’s recent announcement regarding its executive leadership transition, in which consumer and e-commerce sector veteran Jeff Willard was appointed Chief Executive Officer and President, succeeding Leslie C.G. Campbell, who served as Interim CEO and President alongside her role as Chair of the Board.
"As part of our ongoing commitment to proactive board refreshment and strong corporate governance, we are thrilled to welcome Tamar to the Board," said Justin Mennen, incoming Chair of the Board. " As PetMeds continues to scale and execute on its long-term growth priorities, Tamar’s deep experience and proven track record in building high-performing cultures and aligning talent with strategic growth will be an invaluable asset to our Board and leadership team,” added Mr. Mennen.
"I am honored to join the PetMeds Board of Directors at such a pivotal inflection point for the business," said Dr. Elkeles. "With a solid operational and cultural foundation in place, I look forward to working with Justin, Jeff, and the entire Board to support PetMeds’ organizational growth priorities and drive long-term, sustainable value for our shareholders."
About PetMeds
Founded in 1996, PetMeds is a pioneer in the direct-to-consumer pet healthcare sector. As a trusted national online pharmacy, PetMeds is licensed across all 50 states and staffed with expert pharmacists dedicated to supporting pet wellness, pets and pet parents, and the veterinarians who serve them. Through its PetMeds family of brands and through its PetCareRx subsidiary, the Company offers a comprehensive range of pet health solutions — including top-brand and generic pharmaceuticals, compounded medications, and better-for-your-pet OTC supplements and nutrition. Focused on value, convenience, and care, PetMeds and PetCareRx empower pet parents to help their dogs, cats, and horses live longer, healthier lives. To learn more, visit www.PetMeds.com and www.PetCareRx.com.
Forward-Looking Statements
This press release may contain “forward-looking statements”, 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, that involve a number of risks and uncertainties, including the Company’s ability to meet the objectives included in its business plan. These forward-looking statements include, without limitation, statements regarding the Company’s ability to
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deliver long-term sustainable value for its shareholders; and the Company’s ability to scale and, execute on its long-term growth priorities. Important factors that could cause results to differ materially from those indicated by such forward-looking statements are set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in the Company’s Annual Report on Form 10-K filed on June 2, 2026 for the fiscal year ended March 31, 2026. The Company’s future results may also be impacted by other risk factors listed from time to time in the Company’s filings with the Securities and Exchange Commission, including, but not limited to, the Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and periodic filings on Form 8-K. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this press release and should not be relied upon as representing the Company’s views as of any subsequent date. The Company explicitly disclaims any obligation to update any forward-looking statements, other than as may be required by law. If the Company does update one or more forward-looking statements, no inference should be made that the Company will make additional updates with respect to those or other forward-looking statements.
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