PetMed Express (PETS) investors approve board, pay plan and Baker Tilly

Rhea-AI Filing Summary

PetMed Express reported the results of its Annual Meeting of Shareholders held on January 21, 2026. As of the December 5, 2025 record date, 21,372,021 voting shares were outstanding, and 15,506,165 shares were represented in person or by proxy, providing a quorum.

Shareholders elected all five board nominees to serve until the next annual meeting. For example, votes for director Peter Batushansky were 7,250,849 for, 3,099,547 against, with 49,472 abstentions and 5,106,297 broker non-votes, and similar support levels were recorded for the other nominees.

On an advisory basis, shareholders approved the compensation of the named executive officers, with 8,530,380 votes for, 1,787,060 against and 82,428 abstentions, plus 5,106,297 broker non-votes. They also ratified the appointment of Baker Tilly US, LLP as independent registered public accounting firm for fiscal year 2026, with 14,979,224 votes for, 448,313 against and 78,628 abstentions.

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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): January 21, 2026

PetMed Express, Inc.

(Exact name of registrant as specified in its charter)

Florida

000-28827

65-0680967

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

420 South Congress Avenue, Delray Beach, Florida 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):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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
Preferred Stock Purchase Rights			N/A			NASDAQ

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 5.07 Submission of Matters to a Vote of Security Holders.

On January 21, 2026, the Company held its Annual Meeting of Shareholders (“Annual Meeting”). The proposals presented at the Annual Meeting are described in more detail in the Company’s Proxy Statement. As of December 5, 2025, the record date for the Annual Meeting, there were 21,372,021 shares of the Company’s voting securities issued and outstanding and eligible to be voted at the Annual Meeting. A total of 15,506,165 shares were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the Annual Meeting. With a majority of the outstanding shares voting either by proxy or in person, the Company’s shareholders cast their votes as described below.

Proposal 1 - The five (5) director nominees proposed by the Company’s Board were elected to serve as members of the Board until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified by the following final voting results:

						For						Against						Abstentions						Broker Non-Votes
Peter Batushansky						7,250,849						3,099,547						49,472						5,106,297
Leslie C.G. Campbell						6,861,234						3,462,355						76,277						5,106,299
James LaCamp						7,297,434						2,888,574						213,859						5,106,298
Justin Mennen						7,032,944						3,316,791						50,134						5,106,296
Leah A. Solivan						7,239,551						3,111,757						48,559						5,106,298

Proposal 2 - The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers named in the Proxy Statement by the following final voting results:

For						Against						Abstentions						Broker Non-Votes
8,530,380						1,787,060						82,428						5,106,297

Proposal 3 - The Company’s shareholders ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for fiscal year 2026 by the following final voting results:

For						Against						Abstentions
14,979,224						448,313						78,628

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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: January 23, 2026

			PETMED EXPRESS, INC.
			By:			/s/ Robert Lawsky
			Name:			Robert Lawsky
			Title:			General Counsel

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FAQ

What did PetMed Express (PETS) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three key items: electing five directors to the board, approving on an advisory basis the compensation of named executive officers, and ratifying Baker Tilly US, LLP as the independent registered public accounting firm for fiscal year 2026.

Were PetMed Express (PETS) director nominees elected at the 2026 annual meeting?

Yes. All five director nominees—Peter Batushansky, Leslie C.G. Campbell, James LaCamp, Justin Mennen, and Leah A. Solivan—were elected to serve until the next annual meeting and until their successors are duly elected and qualified.

How did PetMed Express (PETS) shareholders vote on executive compensation?

Shareholders approved on an advisory basis the compensation of the named executive officers, with 8,530,380 votes for, 1,787,060 against, 82,428 abstentions, and 5,106,297 broker non-votes.

Which audit firm did PetMed Express (PETS) shareholders ratify for fiscal 2026?

Shareholders ratified Baker Tilly US, LLP as the company’s independent registered public accounting firm for fiscal year 2026, with 14,979,224 votes for, 448,313 against, and 78,628 abstentions.

What was the shareholder turnout at PetMed Express (PETS) 2026 annual meeting?

As of the December 5, 2025 record date, there were 21,372,021 voting shares outstanding. A total of 15,506,165 shares were represented in person or by proxy at the annual meeting, which constituted a quorum to conduct business.

How many shares of PetMed Express (PETS) were eligible to vote at the 2026 annual meeting?

There were 21,372,021 shares of PetMed Express voting securities issued, outstanding, and eligible to be voted as of the December 5, 2025 record date for the annual meeting.