8-K
PETMED EXPRESS INC (PETS)
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): August 2, 2021
| PetMed Express, Inc.<br> (Exact name of registrant as specified in its charter) | ||
|---|---|---|
| Florida | 000-28827 | 65-0680967 |
| (State or other jurisdiction<br> of incorporation) | (Commission<br> File Number) | (I.R.S. Employer<br> Identification No.) |
| 420 South Congress Avenue Delray Beach, FL 33445 | ||
| --- | ||
| (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 Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $.001 per share | 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 7.01. Regulation FD Disclosure.
On August 2, 2021, PetMed Express, Inc. issued a press release welcoming our two latest editions to our Board of Directors. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 and the information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any Company filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| 99.1 – Press release dated August 2, 2021.<br><br> <br>104 – Cover Page Interactive Data File (formatted as Inline XBRL). |
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated August 2, 2021. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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: August 3, 2021
| PETMED EXPRESS, INC. | |
|---|---|
| By: | /s/ Bruce S. Rosenbloom |
| Name: | Bruce S. Rosenbloom |
| Title: | Chief Financial Officer |
Exhibit 99.1
| PETMED EXPRESS WELCOMES JODI WATSON AND<br><br> <br>PETER COBB TO ITS BOARD OF DIRECTORS |
|---|
Delray Beach, Florida, August 2, 2021 - PetMed Express, Inc. (NASDAQ: PETS) is delighted to report that Jodi Watson and Peter Cobb have been elected to the PetMed Express, Inc. Board of Directors as new independent directors.
Ms. Watson is a highly accomplished Senior Executive with more than 20 years of progressive experience in global retail, wholesale, omni-channel, technology, digital and direct-to-consumer enterprises, and a proven history of leadership across multiple other industries. Ms. Watson’s core skills include: digital transformation, business unit (P&L) leadership, marketing, public relations, e-Commerce, talent development, customer service, organizational restructuring and M&A. Ms. Watson has held global leadership roles with companies such as Petco (NASDAQ: WOOF), Wolverine Worldwide (NYSE: WWW), Pottery Barn, Williams-Sonoma (NYSE: WSM) and Eddie Bauer. She currently works as a CMO, board member and consultant with private equity, venture capital, start-ups and publicly traded companies. Ms. Watson will serve on the PetMed Express, Inc. Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee.
Mr. Cobb brings considerable knowledge of digital retail, marketing, merchandising and website design and optimization. In addition, he has in-depth experience with customer acquisition and retention and creating robust loyalty programs. Mr. Cobb co-founded eBags.com which launched in 1999 and was acquired by Samsonite in 2017. He played a leadership role creating the company’s retail website developing innovative tools such as customer reviews, A/B testing, and drop-shipping orders directly from brands to customers. eBags.com, which sold 100,000 products from 1,000 brands, is an award-winning website recognized as Retail Website of the Year six times by Multi-Channel Marketing Magazine. Mr. Cobb will also serve on the PetMed Express, Inc. Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee.
"We are excited to have both Jodi and Peter join our Board," said Dr. Gian Fulgoni, Board Chairman. "Their extensive experience in e-Commerce, marketing and digital technology, as well their board experience with other private and public corporations, enables them to make very significant contributions to the Board’s decision-making process as we execute the transformation of the Company to position it for continued success.”
“Having been in the pet industry for several years now, it’s a business I love.” Ms. Watson says. “Leading direct-to-consumer divisions for more than 20 years, I have long been an admirer of PetMeds and the opportunities it presents. We have an extremely loyal customer base, and we work closely with the vet community, which reinforces PetMeds as a trusted name to take care of our furry family members. I’m thrilled to join the board at this pivotal time and help build its future.”
“I’m excited to join the PetMeds Board.” Mr. Cobb said, “By consistently focusing on their customers, they have been a reliable solution for pet owners for over two decades. I look forward to helping PetMeds continue to be a leader in the pet health and wellness space.”
Founded in 1996, PetMed Express is America’s Most Trusted Pet Pharmacy ®, providing prescription and non-prescription pet medications and other health products for dogs, cats, and horses at competitive prices direct to the consumer through its website at www.petmeds.com and through its 1-800-PetMeds toll free number.
This press release may contain “forward-looking” statements, as defined in the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission, that involve a number of risks and uncertainties, including the Company’s ability to meet the objectives included in its business plan. Important factors that could cause results to differ materially from those indicated by such “forward-looking” statements are set forth in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the PetMed Express Annual Report on Form 10-K for the year ended March 31, 2021. The Company’s future results may also be impacted by other risk factors listed from time to time in its SEC filings, including, but not limited to, the Company's Form 10-Q and its Annual Report on Form 10-K.
For investment relations contact PetMed Express, Inc., Bruce S. Rosenbloom, CFO, 561-526-4444.
Exhibit 99.1 Page 1 of 1