pets-20260811
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): August 11, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 11, 2026, the shareholders of PetMed Express, Inc. (the “Company”), upon recommendation of the Company’s Board of Directors (“Board”), approved an amendment to the PetMed Express, Inc. 2024 Omnibus Incentive Plan (“2024 Plan”) to increase the number of shares of common stock reserved for issuance thereunder by 1,800,000 shares (the “2026 Plan Amendment”). The 2024 Plan, as amended by the 2026 Plan Amendment, is described in greater detail in Item 4 in the Company’s Proxy Statement on Schedule 14A for the Company’s 2026 Annual Meeting of Shareholders (“Proxy Statement”). The Proxy Statement, which includes an appendix with a full copy of the 2024 Plan as amended by the 2026 Plan Amendment, was filed with the U.S. Securities and Exchange Commission on June 26, 2026. The descriptions of the 2024 Plan and 2026 Plan Amendment contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2024 Plan as amended by the 2026 Plan Amendment, as set forth in Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 11, 2026, the Company held its Annual Meeting of Shareholders (“Annual Meeting”). The proposals presented at the Annual Meeting are described in more detail in the Company’s Proxy Statement. As of June 15, 2026, the record date for the Annual Meeting, there were 21,371,880 shares of the Company’s voting securities issued and outstanding and eligible to be voted at the Annual Meeting. A total of 14,291,482 shares were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the Annual Meeting. With a majority of the outstanding shares voting either by proxy or in person, the Company’s shareholders cast their votes as described below.
Proposal 1 - The four (4) director nominees proposed by the Company’s Board were elected to serve as members of the Board until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified by the following final voting results:
For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||
Peter Batushansky | 5,891,336 | 2,437,684 | 23,433 | 5,939,033 | ||||||||||||||||||||||
Leslie C.G. Campbell | 5,629,823 | 2,691,752 | 30,877 | 5,939,033 | ||||||||||||||||||||||
James LaCamp | 6,017,606 | 2,311,457 | 23,389 | 5,939,033 | ||||||||||||||||||||||
Justin Mennen | 5,751,707 | 2,577,567 | 23,180 | 5,939,033 | ||||||||||||||||||||||
Proposal 2 - The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers named in the Proxy Statement by the following final voting results:
For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
6,447,075 | 1,855,610 | 49,764 | 5,939,033 | |||||||||||||||||
Proposal 3 - The Company’s shareholders ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for fiscal year 2026 by the following final voting results:
For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
13,104,929 | 1,060,357 | 126,194 | 0 | |||||||||||||||||
Proposal 4 - The company’s shareholders approved the amendment to the Company’s 2024 Omnibus Incentive Plan by the following final voting results:
For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
9,697,357 | 4,403,671 | 190,454 | 0 | |||||||||||||||||
2
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
3
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: August 12, 2026
PETMED EXPRESS, INC. | ||||||||
By: | /s/ Robert Lawsky | |||||||
Name: | Robert Lawsky | |||||||
Title: | General Counsel | |||||||
4