New deadlines set for PetMed Express (NASDAQ: PETS) 2026 shareholder meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

PetMed Express, Inc. set the date for its 2026 Annual Meeting of Shareholders, which will be held virtually on August 11, 2026. The company is also resetting shareholder proposal and director nomination deadlines because this meeting will occur more than 30 and 60 days after the 2025 meeting’s anniversary.

Shareholder proposals under SEC Rule 14a-8 and proxy access director nominations must be received at the company’s Delray Beach, Florida headquarters by May 31, 2026. The bylaws allow proxy access for up to 20 shareholders owning at least 3% of outstanding common stock for three years to nominate up to the greater of two directors or 20% of the board.

8-K Event Classification

Item 5.08 — Shareholder Director Nominations

1 item

Item 5.08 Shareholder Director Nominations Governance

Shareholder nominations for board of directors under proxy access rules. Rarely used -- the underlying SEC rule was vacated.

Key Figures

2026 Annual Meeting date: August 11, 2026 Proposal deadline: May 31, 2026 Ownership threshold: 3% of outstanding common stock +3 more

6 metrics

2026 Annual Meeting date August 11, 2026 Virtual shareholder meeting date

Proposal deadline May 31, 2026 Rule 14a-8 proposals and proxy access nominations

Ownership threshold 3% of outstanding common stock Proxy access eligibility requirement

Shareholder group size Up to 20 shareholders Maximum group using proxy access

Board nomination cap Greater of 2 directors or 20% of Board Maximum number of proxy access nominees

Anniversary timing thresholds 30 days and 60 days Triggers for changing proposal and nomination deadlines

Key Terms

Rule 14a-8, proxy access, Third Amended and Restated Bylaws, Rule 14a-19, +1 more

5 terms

Rule 14a-8 regulatory

"the submission of shareholder proposals pursuant to Rule 14a-8 of the Exchange Act"

Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.

proxy access regulatory

"the Company’s proxy access rights, in each case for consideration at the 2026 Annual Meeting"

Proxy access allows shareholders to include their nominated directors on a company’s official proxy ballot and meeting materials, instead of running separate, costly campaigns. It matters to investors because it makes it easier for shareholders to push for board change, hold management accountable, and influence strategy—similar to getting your preferred candidate listed on a neighborhood ballot rather than having to start an independent petition drive.

Third Amended and Restated Bylaws regulatory

"The Company’s Third Amended and Restated Bylaws (the “Bylaws”) provide shareholders with a proxy access right"

Rule 14a-19 regulatory

"which, in the case of proposed director nominations, also requires the information required by Rule 14a-19 of the Exchange Act"

Rule 14a-19 is a U.S. Securities and Exchange Commission rule that governs how independent proxy advisory firms produce and distribute voting recommendations for shareholders. It requires these advisers to provide companies with notice of their recommendations and a chance to respond, and to disclose certain conflicts; think of it as a referee ensuring both sides see a game plan before fans cast votes. Investors care because proxy advisers influence voting outcomes and corporate governance, so the rule affects transparency, potential bias, and the reliability of guidance that many investors rely on when voting shares.

Annual Meeting of Shareholders financial

"the Company’s 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) will be held virtually"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

05/21/2026 - 04:40 PM

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): May 15, 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 5.08 Shareholder Director Nominations

The board of directors (the “Board”) of PetMed Express, Inc. (the “Company”) has determined that the Company’s 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) will be held virtually on August 11, 2026. More detailed information regarding the 2026 Annual Meeting will be set forth in the Company’s Definitive Proxy Statement on Schedule 14A to be filed with the Securities and Exchange Commission (“SEC”). Because the date of the 2026 Annual Meeting has been changed by more than 30 days from the anniversary date of the Company’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”), in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is hereby informing shareholders of such change. In addition, because the 2026 Annual Meeting will be held more than 30 days from the anniversary date of the 2025 Annual Meeting, the deadlines set forth in the proxy statement for the 2025 Annual Meeting for the submission of shareholder proposals pursuant to Rule 14a-8 of the Exchange Act and director nominations pursuant to the Company’s proxy access rights, in each case for consideration at the 2026 Annual Meeting, no longer apply. Further, because the 2026 Annual Meeting will be held more than 60 days from the anniversary date of the 2025 Annual Meeting, the deadlines set forth in the proxy statement for the 2025 Annual Meeting for shareholders to submit a notice of a proposal outside the processes of Rule 14a-8 of the Exchange Act and a notice of proposed director nominations, in each case for consideration at the 2026 Annual Meeting, no longer apply.

In order for a shareholder proposal, submitted solely pursuant to Rule 14a-8 of the Exchange Act, to be considered timely for inclusion in the Company’s proxy statement and form of proxy for the 2026 Annual Meeting, such proposal must be received by the Company by May 31, 2026. Therefore, in order for a shareholder to submit a proposal for inclusion in the Company’s proxy materials for the 2026 Annual Meeting, the shareholder must comply with the requirements set forth in Rule 14a-8, including, without limitation, with respect to the subject matter of the proposal, and must deliver the proposal and all required documentation to the Company at its principal executive offices at the address set forth below no later than May 31, 2026. The public announcement of an adjournment or postponement of the date of the 2026 Annual Meeting will not commence a new time period (or extend any time period) for submitting a proposal pursuant to Rule 14a-8. Any such shareholder proposals should be mailed to the Company at the following address: PetMed Express, Inc., 420 South Congress Avenue, Delray Beach, FL 33445, Attention: Corporate Secretary.

The Company’s Third Amended and Restated Bylaws (the “Bylaws”) provide shareholders with a proxy access right that permits a shareholder, or group of up to 20 shareholders, owning an aggregate of at least 3% of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws. A shareholder who intends to nominate and include in the Company’s proxy materials proxy access director nominees must cause a notice of nominations of such proxy access nominees to be received by the Company at the same address provided above no later than the close of business on May 31, 2026, which is the 10th day following the first public disclosure by the Company of the date of the 2026 Annual Meeting, and must comply with the other requirements of the Bylaws, including, but not limited to, the requirements with respect to the form and content of a proxy access notice of nominations. Any notice of proxy access nominations received after such date will be considered untimely. In no event shall any adjournment or postponement of the 2026 Annual Meeting, or the announcement thereof, commence a new time period for the giving of such notice of proxy access nominations.

Because the 2026 Annual Meeting will be held more than 60 days from the anniversary date of the 2025 Annual Meeting, to be timely in accordance with the Bylaws, shareholders intending to submit a proposal outside the processes of Rule 14a-8 of the Exchange Act or a proposed director nomination, in each case for consideration at the 2026 Annual Meeting, must cause a notice of such proposal and/or proposed director nomination to be received by the Company at the same address provided above no later than the close of business on May 31, 2026, which is the 10th day following the first public disclosure by the Company of the date of the 2026 Annual Meeting. In no event shall any adjournment or postponement of the 2026 Annual Meeting, or the announcement thereof, commence a new time period for the giving of such notices. Such notices must also comply with all other requirements set forth in the Bylaws (which, in the case of proposed director nominations, also requires the information required by Rule 14a-19 of the Exchange Act), the Exchange Act, and other applicable laws.

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: May 21, 2026


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

Source: View Original Filing on SEC EDGAR

FAQ

When will PetMed Express (PETS) hold its 2026 Annual Meeting?

PetMed Express will hold its 2026 Annual Meeting of Shareholders virtually on August 11, 2026. The company disclosed the new date after moving the meeting more than 30 days beyond the 2025 meeting’s anniversary, which also resets related shareholder proposal deadlines.

What is the deadline to submit Rule 14a-8 proposals for PetMed Express (PETS) 2026 meeting?

Shareholder proposals under SEC Rule 14a-8 must be received by PetMed Express no later than May 31, 2026. Proposals must meet Rule 14a-8 requirements and be delivered to the corporate secretary at the company’s Delray Beach headquarters for inclusion in 2026 proxy materials.

How does proxy access work for PetMed Express (PETS) shareholders?

PetMed Express’ bylaws allow proxy access for a shareholder or group of up to 20 shareholders owning at least 3% of outstanding common stock for three years. They may include director nominees in company proxy materials, up to the greater of two nominees or 20% of the board, subject to bylaw requirements.

What is the deadline to use proxy access at PetMed Express (PETS) 2026 meeting?

To use proxy access for the 2026 meeting, shareholders must ensure the company receives a notice of proxy access nominations by the close of business on May 31, 2026. Notices must comply with the form, content, and eligibility requirements outlined in PetMed Express’ Third Amended and Restated Bylaws.

Can PetMed Express (PETS) shareholders submit proposals outside Rule 14a-8 for 2026?

Yes. Shareholders may submit proposals or director nominations outside Rule 14a-8 for consideration at the 2026 meeting. To be timely under the bylaws, the company must receive notice by the close of business on May 31, 2026, with all bylaw and Exchange Act information included.

Does postponing the 2026 PetMed Express (PETS) meeting change proposal deadlines again?

An adjournment or postponement of the 2026 Annual Meeting will not start a new deadline period. The company states that any such change, or its announcement, will not extend the time for submitting Rule 14a-8 proposals or proxy access and other nomination or proposal notices.

Filing Exhibits & Attachments

4 documents