UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
Petco Health and Wellness Company, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
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001-39878 |
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(State or Other Jurisdiction |
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(Commission File Number) |
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10850 Via Frontera |
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San Diego, California |
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92127 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Ilene Eskenazi Chief Legal and Human Resources Officer and Secretary (858) 453-7845 |
(Name and telephone number, including area code, of the person to contact in connection with this report)
Check the appropriate box below to indicate the rule pursuant to which this form is being filed:
☒ Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1, 2022 to December 31, 2022.
☐ Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year ended _____.
Section 1 - Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Introduction
This Form SD (this “Report”) is filed pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2022 to December 31, 2022 (the “Reporting Period”).
Petco Health and Wellness Company, Inc. (“Petco”, the “Company”, or “we”) is a category-defining health and wellness company focused on improving the lives of pets, pet parents, and our own Petco partners. Building on more than 55 years of providing solutions for pets and the people who love and care for them, in recent years, we have transformed our business from a successful yet traditional retailer to a disruptive, fully-integrated, omnichannel provider of holistic pet health and wellness offerings, including premium products, services, and veterinary care. As a result, we’ve consistently set new standards in pet care while delivering comprehensive pet wellness products, services, and solutions, and creating communities that deepen the pet-pet parent bond. Through our integrated ecosystem, we provide our over 25 million total active customers with a comprehensive offering of differentiated products and services to fulfill their pets’ health and wellness needs through our more than 1,500 pet care centers in the U.S., Mexico, and Puerto Rico, our digital channel, and our flexible fulfillment options.
As part of the Company’s compliance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) concerning conflict minerals, we evaluated the products that we manufacture or contract to manufacture to determine whether any such products contain conflict minerals that are necessary to the functionality or production of those products. The SEC defines the term “conflict mineral” to mean columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, which are limited to tantalum, tin, and tungsten. In connection with such evaluation, we determined that the Company manufactured or contracted to manufacture certain products, such as leashes, collars, harnesses, and beds, during the Reporting Period that included components containing conflict minerals that are necessary to the functionality or production of those products (the “Covered Products”).
Reasonable Country of Origin Inquiry (“RCOI”)
Following our initial determination that the Covered Products contain conflict minerals, we conducted a good faith RCOI reasonably designed to determine whether such conflict minerals may have originated in the Democratic Republic of Congo or an adjoining country (the “Covered Countries”). As part of this process, we obtained Conflict Minerals Reporting Templates (“CMRTs”) developed by the Responsible Minerals Initiative from suppliers who supplied the Covered Products or components of the Covered Products to us during the Reporting Period that contained one or more conflict minerals.
CMRTs were reviewed for completeness and consistency, and, to the extent possible, we determined the specific conflict minerals that were supplied to us by each supplier in order to analyze each supplier’s CMRT more precisely. If a supplier did not provide a CMRT, we contacted such supplier for information about its conflict minerals policy and sourcing and reviewed such supplier’s conflict minerals disclosure on its public website, to the extent made available. After reviewing the CMRTs and other information provided or otherwise made available to us, we requested additional supplier information and followed up with suppliers as necessary.
Determination
Based on the results of our RCOI, the Company has concluded in good faith that (i) it has no reason to believe that the conflict minerals necessary to the functionality or production of the Covered Products originated in any Covered Country, or (ii) the conflict minerals necessary to the functionality or production of the Covered Products came from recycled or scrap sources.
Additional Information
A copy of this Report is publicly available on the Company’s website at ir.petco.com/financial-information/sec-filings. The Company’s website is provided for general information only and its contents are not incorporated by reference into this Form SD nor deemed filed with the SEC.
Item 1.02 Exhibit
Not applicable.
Section 2 - Resource Extraction Issuer Disclosure
Item 2.01. Resource Extraction Issuer Disclosure and Report
Not applicable.
Section 3 - Exhibits
Item 3.01 Exhibits
Not applicable.
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 duly authorized undersigned.
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Petco Health and Wellness Company, Inc. |
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Date: |
May 31, 2023 |
By: |
/s/ Ilene Eskenazi |
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Name: |
Ilene Eskenazi |
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Title: |
Chief Legal and Human Resources Officer and Secretary |