STOCK TITAN
  1. Home
  2. Sec-filings
  3. PETS
  4. [8-K] PETMED EXPRESS INC Reports Material Event

PetMed Express (PETS) shareholders back directors, pay and 1.8M-share incentive plan boost

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

PetMed Express, Inc. reported results of its 2026 Annual Meeting of Shareholders and an amendment to its equity compensation plan. Shareholders approved a 2026 Plan Amendment to the PetMed Express, Inc. 2024 Omnibus Incentive Plan, increasing the shares of common stock reserved for issuance under the plan by 1,800,000 shares.

As of the June 15, 2026 record date, 21,371,880 voting shares were outstanding, and 14,291,482 shares were represented in person or by proxy, constituting a quorum. Four director nominees were elected, shareholders approved on an advisory basis the compensation of named executive officers, ratified Baker Tilly US, LLP as independent registered public accounting firm for fiscal year 2026, and approved the amendment to the 2024 Omnibus Incentive Plan.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Plan share increase 1,800,000 shares Additional common stock reserved under 2024 Omnibus Incentive Plan via 2026 Plan Amendment
Shares outstanding 21,371,880 shares Voting securities issued and outstanding as of June 15, 2026 record date
Shares represented 14,291,482 shares Shares present in person or by proxy at 2026 Annual Meeting, constituting a quorum
Say-on-pay For votes 6,447,075 Votes For advisory approval of named executive officer compensation
Auditor ratification For votes 13,104,929 Votes For ratifying Baker Tilly US, LLP as independent auditor for fiscal 2026
Incentive plan amendment For votes 9,697,357 Votes For approving amendment to 2024 Omnibus Incentive Plan
2024 Omnibus Incentive Plan financial
"approved an amendment to the PetMed Express, Inc. 2024 Omnibus Incentive Plan"
Broker Non-Votes financial
"For | Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory basis financial
"approved, on an advisory basis, the compensation of the Company’s named executive officers"

FAQ

What key equity plan change did PetMed Express (PETS) shareholders approve?
PetMed Express shareholders approved an amendment to the 2024 Omnibus Incentive Plan to increase the shares of common stock reserved for issuance by 1,800,000 shares, expanding the company’s capacity to grant equity-based awards.

How many PetMed Express (PETS) shares were eligible and represented at the 2026 Annual Meeting?
As of June 15, 2026, 21,371,880 shares were eligible to vote. At the Annual Meeting, 14,291,482 shares were represented in person or by proxy, which the company states constituted a quorum for conducting business.

Were PetMed Express (PETS) director nominees elected at the 2026 Annual Meeting?
Yes. Four director nominees were elected to serve until the next annual meeting and until successors are duly elected and qualified, with each nominee receiving more shares voted For than Against, plus additional broker non-votes as reported.

Did PetMed Express (PETS) shareholders approve executive compensation on an advisory basis?
Yes. On an advisory basis, shareholders approved the compensation of named executive officers with 6,447,075 votes For, 1,855,610 votes Against, 49,764 Abstentions, and 5,939,033 Broker Non-Votes, as disclosed in the voting results.

Which audit firm did PetMed Express (PETS) shareholders ratify for fiscal year 2026?
Shareholders ratified Baker Tilly US, LLP as PetMed Express’s independent registered public accounting firm for fiscal year 2026, with 13,104,929 votes For, 1,060,357 Against, and 126,194 Abstentions and no broker non-votes reported.

What were the vote totals on the PetMed Express (PETS) 2024 Omnibus Incentive Plan amendment?
The amendment to the 2024 Omnibus Incentive Plan received 9,697,357 votes For, 4,403,671 votes Against, and 190,454 Abstentions, with no Broker Non-Votes reported, resulting in approval of the plan amendment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
0001040130FALSE00010401302026-08-112026-08-110001040130us-gaap:CommonStockMember2026-08-112026-08-110001040130us-gaap:PreferredStockMember2026-08-112026-08-11

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 11, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 11, 2026, the shareholders of PetMed Express, Inc. (the “Company”), upon recommendation of the Company’s Board of Directors (“Board”), approved an amendment to the PetMed Express, Inc. 2024 Omnibus Incentive Plan (“2024 Plan”) to increase the number of shares of common stock reserved for issuance thereunder by 1,800,000 shares (the “2026 Plan Amendment”). The 2024 Plan, as amended by the 2026 Plan Amendment, is described in greater detail in Item 4 in the Company’s Proxy Statement on Schedule 14A for the Company’s 2026 Annual Meeting of Shareholders (“Proxy Statement”). The Proxy Statement, which includes an appendix with a full copy of the 2024 Plan as amended by the 2026 Plan Amendment, was filed with the U.S. Securities and Exchange Commission on June 26, 2026. The descriptions of the 2024 Plan and 2026 Plan Amendment contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2024 Plan as amended by the 2026 Plan Amendment, as set forth in Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 11, 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 June 15, 2026, the record date for the Annual Meeting, there were 21,371,880 shares of the Company’s voting securities issued and outstanding and eligible to be voted at the Annual Meeting. A total of 14,291,482 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 four (4) 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
5,891,336
2,437,684
23,433
5,939,033
Leslie C.G. Campbell
5,629,823
2,691,752
30,877
5,939,033
James LaCamp
6,017,606
2,311,457
23,389
5,939,033
Justin Mennen
5,751,707
2,577,567
23,180
5,939,033

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
6,447,075
1,855,610
49,764
5,939,033

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
Broker Non-Votes
13,104,929
1,060,357
126,194
0

Proposal 4 - The company’s shareholders approved the amendment to the Company’s 2024 Omnibus Incentive Plan by the following final voting results:
For
Against
Abstentions
Broker Non-Votes
9,697,357
4,403,671
190,454
0
2

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1    PetMed Express, Inc. 2024 Omnibus Incentive Plan, as amended

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
3

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 12, 2026
PETMED EXPRESS, INC.
By:
/s/ Robert Lawsky
Name:
Robert Lawsky
Title:
General Counsel
4

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

Other Documents