SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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|Item 5.02.|| |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 11, 2021, the Board of Directors (the “Board”) of Petco Health and Wellness Company, Inc. (the “Company”) increased the number of directors on the Board from ten to eleven with the one newly created directorship being allocated to Class II, effective as of such date, in accordance with the Company’s Second Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws. The Board appointed R. Michael Mohan to fill the newly created directorship to hold office until the next election of Class II directors and until his successor shall have been duly elected and qualified or until his earlier death, resignation, removal, retirement or disqualification. In connection with his appointment to the Board, Mr. Mohan was appointed to serve on the Audit Committee of the Board. Mr. Mohan currently serves as the President and Chief Operating Officer of Best Buy Co., Inc., a multinational consumer electronics retailer.
Mr. Mohan will participate in the Company’s standard compensation program for non-sponsor affiliated directors, as determined by the Board from time to time and described in the Company’s Registration Statement on Form S-1, which was filed with the Securities and Exchange Commission on January 15, 2021, in the section captioned “Director Compensation,” which section is incorporated by reference herein. Mr. Mohan has also entered into a standard indemnification agreement with the Company, which was previously filed as Exhibit 10.2 to the Company’s Registration Statement, dated December 3, 2020.
There are no transactions involving Mr. Mohan and the Company that require disclosure under Item 404(a) of Regulation S-K. In addition, there are no arrangements or understandings between Mr. Mohan and any other person pursuant to which he was selected to serve as a director.
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: March 11, 2021||Petco Health and Wellness Company, Inc.|
|Chief Legal Officer and Corporate Secretary|