Form 8-K - Current report

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): May 20, 2024

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

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.

Appointment of Director

On May 16, 2024, the Board of Directors (the “Board”) of PetMed Express, Inc. (the “Company”), appointed Justin L. Mennen to serve as a director of the Company beginning June 3, 2024. Mr. Mennen will hold this position until the 2024 annual meeting of the Company’s stockholders or until his successor is elected and qualified, subject to his earlier resignation or removal. Mr. Mennen has been appointed to serve on the Board’s Audit Committee and Corporate Governance and Nominating Committee. In connection with his appointment to the Board, Mr. Mennen will receive compensation in accordance with the Company’s Non-Employee Director Compensation Program, described below and filed as Exhibit 10.1 to this Current Report on Form 8-K.

Mr. Mennen, age 43, served as an executive officer of Rite Aid Corporation (at the time NYSE:RAD) from January 2019 to July 2023, holding the positions of executive vice-president and chief digital and technology officer from March 2022 to July 2023, executive vice-president and chief information officer from September 2019 to March 2022, and senior vice-president and chief information officer from January 2019 until September 2019. Rite Aid was one of the nation’s leading drugstore chains with fiscal 2022 annual revenues of $24+ billion, and Mr. Mennen was responsible for all aspects of the company’s technology and information operations, digital and e-commerce business, and was focused on strengthening and modernizing to enable growth, drive efficiencies and to enhance the experiences of Rite Aid's customers and associates. Mr. Mennen left Rite Aid in July 2023. In October 2023, Rite Aid filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of New Jersey.

Prior to joining Rite Aid, from September 2016 until December 2018, Mr. Mennen was the chief digital officer and chief information officer of CompuCom Systems, Inc, an industry leader in digital workplace services, overseeing the information technology and systems, and leading CompuCom’s digital business unit. Before CompuCom, Mr. Mennen led technology organizations across several industries, including as the vice president of enterprise architecture and technology innovation for Estée Lauder Companies from September 2014 until Aug 2016. He also held multiple leadership roles at Dell Technologies from November 2009 to August 2014, ultimately serving as the regional chief information officer for Asia Pacific and Japan, based in Malaysia.

The Board believes that Mr. Mennen brings a wealth of knowledge to the Board, with over two decades of experience leveraging technology to create competitive business advantages and value, with extensive expertise leading digital technology transformation. He is passionate about driving positive change with technology and regularly presents at conferences and leadership events around the world.

Mr. Mennen holds a Bachelor of Science degree in Business Administration from the University of Kansas. Since 2018, Mr. Mennen sits on the University of Kansas Business School advisory board for Business Analytics and Information Systems, and since 2018 is a Governing Body co-chair for the Global CIO Executive Summit of Evanta, which brings together C-level executives from the world's leading organizations to connect, share and learn from each other.

There are no family relationships between Mr. Mennen and any other executive officers or directors of the Company. There is no arrangement or understanding between Mr. Mennen and any other persons pursuant to which he was selected as director. There are no transactions to which the Company is a party and in which Mr. Mennen has a material interest that is required to be disclosed under Item 404(a) of Regulation S-K.

Mr. Mennen and the Company will enter into the Company’s standard form of director indemnification agreement, whereby the Company agrees to indemnify, defend and hold its directors harmless from and against losses and expenses incurred as a result of their Board service, subject to the terms and conditions provided in the agreement. The form of indemnification agreement is filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended March 31, 2023, filed with the Securities and Exchange Commission on April 15, 2024.

Amendments to Non-Employee Director Compensation Program

On May 19, 2024, the Board approved certain amendments to the Company’s program for the compensation of non-employee directors (the “Amended Program”), effective immediately. Pursuant to the Amended Program, each non-employee director of the Company will receive an annual cash retainer of $50,000, payable in arrears in equal quarterly payments, pro-rated for partial quarters, provided that such retainer will be $75,000 for the Chair of the Board beginning in fiscal year 2026. In addition, each non-employee director will receive annual retainers, as applicable, for service on the following committees of the Board: Audit Committee - $10,000 (or $20,000 for chairperson), Compensation and Human

Capital Committee - $7,500 (or $15,000 for chairperson), Corporate Governance and Nominating Committee - $5,000 (or $10,000 for chairperson).

Non-employee directors will also receive an annual award of 7,500 restricted stock units under the Company’s 2015 Outside Director Equity Compensation Plan (the “Plan”), which annual awards will vest on the first anniversary of the date of grant, subject to the non-employee director continuing in service on the Board through the vesting date. The annual restricted stock unit award will be granted on the day of the Company’s annual stockholder meeting each year. If a non-employee director is elected or appointed to the Board prior to the Company’s annual meeting of stockholders, upon such initial election or appointment, the non-employee director will also automatically receive an award of 7,500 restricted stock units under the Company’s Plan, which amount will be prorated for the time actually to be served as a non-employee director from the date of appointment or election until the Company’s next annual meeting of stockholders. Such initial grant of restricted stock units will vest on the first anniversary of the date of the non-employee director’s election or appointment to the Board, subject to the non-employee director continuing in service on the Board through the vesting date.

The foregoing description of the Amended Program is qualified in its entirety by reference to the full text of the Amended Program, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Award of Restricted Stock Units to CFO

Upon the recommendation of the Compensation and Human Capital Committee of the Board, on May 16, 2024, Christine Chambers, the Company’s Chief Financial Officer, was granted 74,850 restricted stock units under the Company’s 2022 Employee Equity Compensation Plan (the “Chambers RSUs”). Twenty percent of the Chambers RSUs will vest on June 30, 2024, thirty percent will vest on August 31, 2024, and fifty percent will vest on August 31, 2025, all subject to Ms. Chambers’ continued employment with the Company through the applicable vesting date, with any unvested RSUs being forfeited upon Ms. Chambers ceasing to be an employee of the Company, with certain exceptions (such as death and disability). The Chambers RSUs will otherwise have the terms and conditions set forth in the Company’s standard form of restricted stock unit agreement and the 2022 Employee Equity Compensation Plan.

Item 7.01 Regulation FD Disclosure

On May 20, 2024, the Company issued a press release announcing the appointment of Mr. Mennen as a member of the Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01 and the related information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act except as set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
10.1						Non-Employee Director Compensation Program, effective May 19 , 2024.
99.1						Press Release dated May 20, 2024 .
104						Cover Page Interactive Data File (formatted as Inline XBRL)

* * *

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: May 20, 2024


			PETMED EXPRESS, INC.

			By:			/s/ Christine Chambers
			Name:			Christine Chambers
			Title:			Chief Financial Officer and Treasurer

EXHIBIT 10.1

PETMED EXPRESS, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

(Effective May 19, 2024)

Non-employee members of the board of directors (the “Board”) of PetMed Express, Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation described in this Program shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”) who is entitled to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company. This Program shall remain in effect until it is revised or rescinded by further action of the Board. This Program may be amended, modified or terminated by the Board at any time in its sole discretion. The terms and conditions of this Program shall supersede any prior cash and/or equity compensation arrangements for service as a member of the Board between the Company and any of its Non-Employee Directors. No Non-Employee Director shall have any rights hereunder, except with respect to equity awards to be automatically granted pursuant to the Program.

1. Cash Compensation.

(a) Annual Retainers. Each Non-Employee Director shall receive an annual retainer of $50,000 for service on the Board. For any fiscal year beginning on April 1, 2025 or after, a Non-Employee Director serving as Chair of the Board or Lead Independent Director shall receive, in lieu of the retainer in the preceding sentences, an annual retainer of $75,000 for such service.

(b) Additional Annual Retainers. In addition, each Non-Employee Director shall receive the following additional annual retainers, as applicable:

(i) Audit Committee. A Non-Employee Director serving as Chairperson of the Audit Committee shall receive an additional annual retainer of $20,000 for such service. A Non-Employee Director serving as a member of the Audit Committee (other than the Chairperson) shall receive an additional annual retainer of $10,000 for such service.

(ii) Compensation and Human Capital Committee. A Non-Employee Director serving as Chairperson of the Compensation and Human Capital Committee shall receive an additional annual retainer of $15,000 for such service. A Non-Employee Director serving as a member of the Compensation and Human Capital Committee (other than the Chairperson) shall receive an additional annual retainer of $7,500 for such service.

(iii) Corporate Governance and Nominating Committee. A Non-Employee Director serving as Chairperson of the Corporate Governance and Nominating Committee shall receive an additional annual retainer of $10,000 for such service. A Non-Employee Director serving as a member of the Corporate Governance and Nominating Committee (other than the Chairperson) shall receive an additional annual retainer of $5,000 for such service.

(c) Payment of Retainers. The annual retainers described in Sections 1(a) and 1(b) shall be earned on a quarterly basis based on a calendar quarter and shall be paid by the Company in arrears not later than the fifteenth day following the end of each calendar quarter. In the event a Non-Employee Director does not serve as a Non-Employee Director, or in the applicable positions described in Section 1(a) or 1(b), for an entire calendar quarter, the retainer paid to such Non-Employee Director shall be prorated for the portion of such calendar quarter actually served as a Non-Employee Director, or in such position, as applicable.

2. Equity Compensation. Non-Employee Directors shall be granted the equity awards described below. The awards described below shall be granted under and shall be subject to the terms and provisions of the PetMed

Express, Inc. 2015 Outside Director Equity Compensation Plan (the “Equity Plan”) or any other applicable Company equity incentive plan then-maintained by the Company, and shall be granted subject to the execution and delivery of award agreements, including attached exhibits, in substantially the forms previously approved by the Board. All applicable terms of the Equity Plan apply to this Program as if fully set forth herein, and all grants of stock awards hereby are subject in all respects to the terms of the Equity Plan and the applicable award agreement.

(a) Initial Awards. Each Non-Employee Director who is initially appointed to the Board prior to the annual shareholders meeting, shall be automatically granted the annual Subsequent Award (as defined below) grant of 7,500 Restricted Stock Units (as defined in the Equity Plan), prorated for the time actually to be served as a Non-Employee Director from the date of appointment until the date of the next annual shareholder meeting (provided that if the date of the next annual shareholder meeting has not been selected at the time of grant, such prorated number of Restricted Stock Units will be calculated assuming that the next annual shareholder meeting will be held on the anniversary of the most recent prior annual shareholder meeting). The awards described in this Section 2(a) shall be referred to as “Initial Awards.” A Non-Employee Director elected for the first time to the Board at an annual meeting of the Company’s shareholders shall only receive a Subsequent Award on the date of such election, and shall not receive an Initial Award.

(b) Subsequent Awards. A Non-Employee Director who (i) is serving on the Board as of the date of any annual meeting of the Company’s shareholders, and (ii) will continue to serve as a Non-Employee Director immediately following such meeting, shall be automatically granted 7,500 Restricted Stock Units under the Equity Plan, or any other applicable Company equity incentive plan then-maintained by the Company. The awards described in this Section 2(b) shall be referred to as “Subsequent Awards.”

(c) Termination of Employment of Employee Directors. Members of the Board who are employees of the Company or any parent or subsidiary of the Company who subsequently terminate their employment with the Company and any parent or subsidiary of the Company and remain on the Board will not receive an Initial Award pursuant to Section 2(a) above, but to the extent that they are otherwise entitled, will receive, after termination from employment with the Company and any parent or subsidiary of the Company, Subsequent Awards as described in Section 2(b) above.

(d) Vesting of Awards Granted to Non-Employee Directors. Each Initial Award shall vest on the first anniversary of the date of the Non-Employee Director’s appointment to the Board, subject to the Non-Employee Director continuing in service on the Board through such vesting date. Each Subsequent Award shall vest on the first (1st) anniversary of the date of grant, subject to the Non-Employee Director continuing in service on the Board through the vesting date. Unless the Board otherwise determines, no portion of an Initial Award or Subsequent Award which is unvested at the time of a Non-Employee Director’s termination of service on the Board shall become vested thereafter. Upon a Non-Employee Director’s death or disability, or upon a Change of Control (as defined in the Equity Plan), all outstanding equity awards granted under the Equity Plan, and any other equity incentive plan maintained by the Company, that are held by a Non-Employee Director shall become fully vested, irrespective of any other provisions of the Equity Plan or any award agreement.

(e) Changes to Form of Equity Awards in the Future. Notwithstanding the provisions of this Section 2, the Board may, in its discretion, determine that any Initial Awards or Subsequent Awards to be granted in the future may be granted, in whole or in part, in the form of alternative equity awards to the extent permitted by the Equity Plan, such as restricted stock, in such manner as the Board may determine.

3. Reimbursements. The Company shall reimburse each Non-Employee Director for all reasonable, documented, out-of-pocket travel and other business expenses incurred by such Non-Employee Director in the performance of his or her duties to the Company in accordance with the Company’s applicable expense reimbursement policies and procedures as in effect from time to time.

* * * * *

EXHIBIT 99.1

PetMed Express, Inc. Announces Appointment of Justin Mennen to Board of Directors

Veteran technology executive brings decades of experience leading digital transformations across large-scale global enterprises

DELRAY BEACH, Fla., May 20, 2024 (GLOBE NEWSWIRE) -- PetMed Express, Inc., parent company of PetMeds and PetCareRx, (Nasdaq: PETS) (the "Company") today announced the appointment of Justin Mennen to the Company’s Board of Directors (“the Board”), effective June 3, 2024. Mennen brings over 25 years of technology experience to the Company, including senior leadership roles at Rite Aid, CompuCom, Estée Lauder Companies and Dell Technologies.

“Justin’s vision and experience will be invaluable in advancing our digital initiatives and we are thrilled to have him join the Board,” said Leslie C. G. Campbell, Chairman of the Board. “He has a strong track record of technology leadership across multiple industries, including retail and digital pharmacies, along with deep expertise in e-commerce, enterprise technology and cybersecurity.”

Sandra Campos, President and CEO commented, “Justin brings an unwavering customer-centric philosophy that is seamlessly aligned with the culture at PetMeds plus PetCareRx. His strategic acumen and commitment to operational excellence and sound governance will be instrumental in re-energizing growth, profitability and driving shareholder value.”

“It’s an honor to join the Board during such a transformative period for the company,” said Mr. Mennen. “We are well-positioned in a rapidly growing industry, with robust brands and a loyal customer base. As a lifelong pet owner, I feel a deep personal connection to our mission, and I am excited to work alongside my fellow board members to innovate, broaden our reach, and make a meaningful difference in the lives of pets and their owners.”

About Justin Mennen

Mr. Mennen has had an extensive career in technology leadership, including his tenure as an executive officer at Rite Aid Corporation from January 2019 to July 2023. Serving as the EVP Chief Digital and Technology Officer, he led significant advancements in technology operations, digital commerce, customer and associate experience at Rite Aid, a leading drugstore chain with over $24 billion in annual revenues in fiscal 2022.

Before Rite Aid, Mr. Mennen was the Chief Digital Officer and Chief Information Officer at CompuCom Systems, Inc., where he spearheaded the company’s digital business unit and technology services organization. His earlier roles include Vice President of Enterprise Architecture and Technology Innovation at Estée Lauder Companies and Regional Chief Information Officer for Asia Pacific and Japan at Dell Technologies.

With over two decades of experience, Mr. Mennen is a veteran in leveraging technology to forge competitive business advantages, drive transformation, and enhance customer experiences. He holds a Bachelor of Science degree in Business Administration from the University of Kansas and is a respected speaker at global conferences and leadership events.

About PetMed Express, Inc.

Founded in 1996, PetMeds delivers pet medications, food, health services and other products direct to the consumer at PetMeds.com and PetCareRx.com and through its toll-free number (1-800-PetMeds). PetMeds aims to provide incredible care and services that are affordable to the broadest group of pet parents--because every pet deserves to live a long, happy, healthy life. For more information, please visit www.PetMeds.com. PetCareRx’s mission is to add love to the world by enhancing the lives of pets and pet parents by providing treats and toys, foods and vitamins, flea, tick and heartworm protection, and a vast range of prescription medications, all at a great value and with Internet convenience. For more information, please visit www.PetCareRx.com.

Investor Contact:

ICR, LLC

John Mills

(646) 277-1254

Reed Anderson

(646) 277-1260

investor@petmeds.com

Cover	May 20, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 20, 2024
Entity Registrant Name	PetMed Express, Inc.
Entity Incorporation, State or Country Code	FL
Entity File Number	000-28827
Entity Tax Identification Number	65-0680967
Entity Address, Address Line One	420 South Congress Avenue
Entity Address, City or Town	Delray Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33445
City Area Code	561
Local Phone Number	526-4444
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.001 per share
Trading Symbol	PETS
Entity Emerging Growth Company	false
Entity Central Index Key	0001040130
Amendment Flag	false
Security Exchange Name	NASDAQ