PETMED EXPRESS INC
For the period ended Aug 11, 2026. Filed Jun 25, 2026.
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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 11, 2026 · Filed Jun 25, 2026
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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 11, 2026
We cordially invite you to attend the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of PetMed Express, Inc., a Florida corporation (the “Company”), which will be a completely virtual meeting conducted via live webcast on Tuesday, August 11, 2026 at 11:00 a.m., Eastern Time. You will be able to attend the Annual Meeting by first registering athttp://web.viewproxy.com/petmeds/2026. After you have registered, you will receive a meeting invitation by e-mail with your unique join link 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 11, 2026 | 11:00 a.m. Eastern Time | http://web.viewproxy.com/petmeds/2026 |
The purposes of the meeting are:
To elect the four persons named in the accompanying Proxy Statement as our Board of Directors’ nominees to serve on our Board until our 2027 annual meeting of shareholders and until their successors are duly elected and qualified or until their earlier death, resignation, or removal;
To conduct an advisory vote to approve named executive officer compensation;
To ratify the appointment of Baker Tilly US, LLP as the independent registered public accounting firm for the Company to serve for the 2027 fiscal year;
To approve an amendment to the Company’s 2024 Omnibus Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder; and
To transact any other business as may properly come before the meeting or any adjournments or postponements thereof.
These items are described in the accompanying Proxy Statement.
Our Board of Directors has fixed the close of business on June 15, 2026 as the record date for the Annual Meeting (the “Record Date”). Only shareholders of record as of the close of business on June 15, 2026 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 via mail or vote via the internet 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 fiscal year ended March 31, 2026 are first being distributed and made available on the internet to shareholders entitled to vote at the Annual Meeting on or about June 25, 2026.
By Order of the Board of Directors,/S/ LESLIE C.G. CAMPBELLLESLIE C.G. CAMPBELLInterim Chief Executive Officer and President, and Executive Chair of the Board of Directors
Delray Beach, Florida
June 25, 2026
Important Notice Regarding the Availability of Proxy Materials for the virtual Annual Meeting to be Held on August 11, 2026: The Proxy Statement, along with our Annual Report on Form 10-K for the year ended March 31, 2026, is available at: http://web.viewproxy.com/petmeds/2026.
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 | 8 |
| ITEM 3 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 8 |
| ITEM 4 - APPROVAL OF THE AMENDMENT TO THE 2024 OMNIBUS INCENTIVE PLAN TO INCREASE THE SHARES OF COMMON STOCK RESERVED FOR ISSUANCE THEREUNDER | 9 |
| DIRECTOR QUALIFICATIONS | 18 |
| NOMINEES FOR DIRECTORS OF PETMED EXPRESS, INC. | 19 |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 23 |
| CORPORATE GOVERNANCE | 24 |
| REPORT OF THE AUDIT COMMITTEE | 31 |
| PRINCIPAL ACCOUNTANT FEES AND SERVICES | 33 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 33 |
| COMPENSATION DISCUSSION AND ANALYSIS | 35 |
| EXECUTIVE COMPENSATION | 41 |
| DIRECTOR COMPENSATION | 53 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 55 |
| OTHER MATTERS | 55 |
| WHERE YOU CAN FIND ADDITIONAL INFORMATION | 56 |
| EXHIBIT A - PETMED EXPRESS, INC. 2024 OMNIBUS INCENTIVE PLAN AS PROPOSED TO BE AMENDED AT THE 2026 ANNUAL MEETING OF SHAREHOLDERS | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.