pets20180731_8k.htm

    

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): July 27, 2018

 

 

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, FL  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):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 

 
☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 

 
☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 

 
☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☐

 

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. ☐

 

 
 

 

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

 

PetMed Express, Inc. (the “Company”, “we”, or “our”) held its Annual Meeting of Stockholders in Delray Beach, Florida on July 27, 2018. Stockholders voted on the following proposals:

          

  1. To elect six Directors to the Board of Directors for a one-year term expiring in 2019;
     
 

2.

To conduct an advisory vote on named executive officer compensation;

 

 

3.

To ratify the appointment of RSM US LLP, as the independent registered public accounting firm for the Company to serve for the 2019 fiscal year.

 

The proposals presented at the Annual Meeting of Stockholders are described in more detail in the Company’s Proxy Statement on Schedule 14A that was filed with the United States Securities and Exchange Commission on June 11, 2018. As of June 1, 2018, the record date for the Annual Meeting of Stockholders, there were 20,600,605 shares of the Company’s common stock issued and outstanding and eligible to be voted at the Annual Meeting of Stockholders. A total of 18,916,846 shares were represented in person or by proxy at the Annual Meeting of Stockholders, which constituted a quorum to conduct business at the Annual Meeting of Stockholders. With a majority of the outstanding shares voting either by proxy or in person, our stockholders approved all three proposals, with voting as follows:

 

Proposal 1:

  

Shares For

    

Against

    

Witheld

    

Broker Non-Votes

  
                                 

Election of Directors:

                                

Menderes Akdag

     13,443,712       -       126,358       5,346,776  

Leslie C.G. Campbell

     13,490,950       -       79,120       5,346,776  

Frank J. Formica

     12,767,244       -       802,826       5,346,776  

Gian M. Fulgoni

     13,116,303       -       453,767       5,346,776  

Ronald J. Korn

     12,753,740       -       816,330       5,346,776  

Robert C. Schweitzer

     11,571,180       -       1,998,890       5,346,776  

 

Proposal 2:

 

Advisory vote on the named executive officer compensation, as disclosed in the Company’s Proxy Statement for the Annual Meeting of Stockholders.

 

Shares For

    

Shares Against

    

Abstain

    

Broker Non-Votes

  
                           
8,119,670       5,376,147       74,250       5,346,779  

 

Proposal 3: 

 

To ratify the appointment of RSM US LLP as the independent registered public accounting firm for the Company to serve for the 2019 fiscal year.

 

Shares For

    

Shares Against

    

Abstain

  
               
18,524,757       294,515       97,574  

 

 

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: July 31, 2018

 

PETMED EXPRESS, INC.

 

 

 

 

By:

/s/ Bruce S. Rosenbloom

 

Name:

Bruce S. Rosenbloom

 

Title:

Chief Financial Officer

 

 

 

 

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