PETMED EXPRESS INC
For the period ended Aug 8, 2024. Filed Jun 24, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 8, 2024 · Filed Jun 24, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.__)
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required. |
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AT 11:00 A.M. EASTERN TIME ON AUGUST 8, 2024
TO THE OWNERS OF COMMON STOCK OF PETMED EXPRESS, INC.
We cordially invite you to attend the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of PetMed Express, Inc., a Florida corporation (the “Company”), which will be held as a virtual meeting on Thursday, August 8, 2024 at 11:00 a.m., Eastern Time. You will be able to attend the Annual Meeting by first registering athttp://www.viewproxy.com/petmeds/2024/htype.asp. After you have registered, you will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date. Shareholders will be able to listen, vote and submit questions during the virtual meeting. As always, we encourage you to vote your shares prior to the Annual Meeting.
| Date: | Time: | Location (virtual): |
|---|---|---|
| August 8, 2024 | 11:00 a.m. Eastern Time | http://www.viewproxy.com/petmeds/2024/htype.asp |
The purposes of the meeting are:
To elect six directors to our Board of Directors;
To conduct an advisory vote to approve named executive officer compensation;
To approve the PetMed Express, Inc. 2024 Omnibus Incentive Plan;
To ratify the appointment of RSM US LLP as the independent registered public accounting firm for the Company to serve for the 2025 fiscal year; and
To transact any other business as may properly come before the meeting.
These items are described in the accompanying Proxy Statement.
Our Board of Directors has fixed the close of business on June 12, 2024 as the record date for the Annual Meeting (the “Record Date”). Only shareholders of record on June 12, 2024 are entitled to notice of and to vote at the Annual Meeting, or any adjournments or postponements of the Annual Meeting.
We would like to extend a personal invitation for you to join us virtually at our Annual Meeting. Your vote is important to us and to our business. We ask that you please cast your vote, as soon as possible. We encourage you to sign and return your proxy card or voting instructions via the internet or mail prior to the meeting, so that your shares will be represented and voted at the meeting even if you attend the virtual Annual Meeting. For additional instructions on voting by telephone or the internet, please refer to your Notice of Internet Availability of Proxy Materials or proxy card. Returning the proxy does not deprive you of your right to attend the virtual Annual Meeting and to vote your shares at the virtual Annual Meeting.
This Notice of Annual Meeting, and the accompanying Proxy Statement, form of proxy card, Notice of Internet Availability of Proxy Materials and our Annual Report on Form 10-K for the year ended March 31, 2024 are first being distributed and made available on the internet to shareholders on or about June 24, 2024.
By Order of the Board of Directors,/S/ SANDRA Y. CAMPOSSANDRA Y. CAMPOSChief Executive Officer, President, Director
Delray Beach, Florida
June 24, 2024
Important Notice Regarding the Availability of Proxy Materials for the virtual Annual Meeting to be Held on August 8, 2024: The Proxy Statement, along with our Annual Report on Form 10-K for the year ended March 31, 2024, is available at: http://www.viewproxy.com/petmeds/2024.
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT | 1 |
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS, ANNUAL MEETING, AND VOTING | 1 |
| ITEM 1 – ELECTION OF DIRECTORS | 7 |
| ITEM 2 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 7 |
| ITEM 3 - APPROVAL OF THE PETMED EXPRESS, INC. 2024 OMNIBUS INCENTIVE PLAN | 8 |
| ITEM 4 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 17 |
| DIRECTOR QUALIFICATIONS AND DIVERSITY | 17 |
| NOMINEES FOR DIRECTORS OF PETMED EXPRESS, INC. | 19 |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 19 |
| CORPORATE GOVERNANCE | 24 |
| REPORT OF THE AUDIT COMMITTEE | 32 |
| PRINCIPAL ACCOUNTANT FEES AND SERVICES | 33 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 34 |
| REPORT OF THE COMPENSATION AND HUMAN CAPITAL COMMITTEE | 36 |
| COMPENSATION DISCUSSION AND ANALYSIS | 37 |
| EXECUTIVE COMPENSATION | 43 |
| DIRECTOR COMPENSATION | 55 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 58 |
| INTEREST OF CERTAIN PERSONS IN OPPOSITION TO MATTERS TO BE ACTED UPON | 59 |
| OTHER MATTERS | 59 |
| WHERE YOU CAN FIND ADDITIONAL INFORMATION | 59 |
| EXHIBIT A – PETMED EXPRESS, INC. 2024 OMNIBUS INCENTIVE PLAN | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.