Petco Health & Wellness Company, Inc 8-K, filed Jul 29, 2025
Petco Health & Wellness Company, Inc. (WOOF)
About this 8-K
Petco Health & Wellness Company, Inc filed this 8-K on July 29, 2025, reporting on events of July 24, 2025.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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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 (see General Instruction A.2. below):
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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 24, 2025, 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 R. Michael Mohan, David Lubek, and Christopher J. Stadler (the “Director Nominees”) to the Board of Directors of the Company (the “Board”) as Class II directors, each to serve for a three-year term expiring at the Company’s 2028 annual meeting of stockholders and until his successor has been duly elected and qualified, or, if sooner, until his 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 January 31, 2026 (“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 II directors (Proposal 1):
Director Nominees |
Votes For |
Votes Withheld |
Broker Non-Votes |
R. Michael Mohan |
225,675,492 |
10,006,085 |
21,406,710 |
David Lubek |
213,060,257 |
22,621,320 |
21,406,710 |
Christopher J. Stadler |
207,552,269 |
28,129,308 |
21,406,710 |
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 |
221,171,067 |
14,362,001 |
148,509 |
21,406,710 |
3. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026 (Proposal 3):
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
254,454,520 |
2,349,764 |
284,003 |
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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 29, 2025 |
By: |
/s/ Giovanni Insana |
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Name: Title: |
Giovanni Insana |