UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 21, 2021, Petco Health and Wellness Company, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting were: (1) the election of Ronald Coughlin, Jr., Maximilian Biagosch, Cameron Breitner and Sabrina Simmons (the “Director Nominees”) to the Board of Directors of the Company (the “Board”) as Class I directors, each to serve for a three-year term expiring at the Company’s 2024 annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, removal, retirement or disqualification (“Proposal 1”); (2) the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers (“Proposal 2”); (3) the approval, on a non-binding, advisory basis, of the frequency of future non-binding, advisory votes to approve the compensation of the Company’s named executive officers (“Proposal 3”); and (4) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2022 (“Proposal 4”).
Holders of the Company’s Class A common stock were entitled to vote on all matters presented for stockholder vote at the Annual Meeting. Holders of the Company’s Class B-1 common stock were entitled to vote on all matters presented for stockholder vote at the Annual Meeting, except for Proposal 1, the election of the Director Nominees as Class I directors of the Company. Holders of the Company’s Class B-2 common stock were entitled to vote only on Proposal 1, the election of the Director Nominees as Class I directors of the Company.
Based on the votes cast by holders of Class A common stock, Class B-1 common stock and Class B-2 common stock, with Class A and Class B-1 common stock voting together on Proposals 2-4 and Class A and Class B-2 common stock voting together on Proposal 1, the final results for each proposal presented to stockholders at the Annual Meeting are set forth below:
| 1. | The election of Ronald Coughlin, Jr., Maximilian Biagosch, Cameron Breitner and Sabrina Simmons to the Board of Directors as Class I directors (Proposal 1): |
| Director Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Ronald Coughlin, Jr. |
223,174,539 | 20,152,841 | 10,525,527 | |||
| Maximilian Biagosch |
219,055,475 | 24,271,905 | 10,525,527 | |||
| Cameron Breitner |
219,067,296 | 24,260,084 | 10,525,527 | |||
| Sabrina Simmons |
239,844,111 | 3,483,269 | 10,525,527 |
| 2. | The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers (Proposal 2): |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 241,474,441 |
1,813,802 | 39,137 | 10,525,527 |
| 3. | The approval, on a non-binding, advisory basis, of the frequency of future non-binding advisory votes to approve the compensation of the Company’s named executive officers (Proposal 3): |
| 1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes | ||||
| 243,076,754 |
33,283 | 159,440 | 57,903 | 10,525,527 |
| 4. | The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2022 (Proposal 4): |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 253,694,501 |
122,858 | 35,548 | N/A |
No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.
The Company has decided, going forward, to include a non-binding advisory stockholder vote to approve the compensation of the Company’s named executive officers every year, consistent with the Board’s recommendation to stockholders.
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 22, 2021 | Petco Health and Wellness Company, Inc. | |||||
| By: | /s/ Ilene Eskenazi | |||||
| Ilene Eskenazi | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||