23/07/2024 | Press release | Distributed by Public on 23/07/2024 19:00
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 22, 2024, 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 Iris Yen, Cameron Breitner, Sabrina Simmons, and Glenn Murphy (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 2027 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or, if sooner, 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"); and (3) the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending February 1, 2025 ("Proposal 3").
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 Proposal 1. Holders of the Company's Class B-2 common stock were entitled to vote only on Proposal 1 at the Annual Meeting.
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-2 common stock voting together on Proposal 1, and Class A and Class B-1 common stock voting together on Proposals 2 and 3, the final results for each proposal presented to stockholders at the Annual Meeting are set forth below:
1. The election of the Director Nominees to the Board as Class I directors (Proposal 1):
Director Nominees |
Votes For |
Votes Withheld |
Broker Non-Votes |
Iris Yen |
215,821,702 |
15,809,174 |
18,089,547 |
Cameron Breitner |
212,473,289 |
19,157,587 |
18,089,547 |
Sabrina Simmons |
215,968,706 |
15,662,170 |
18,089,547 |
Glenn Murphy |
214,748,554 |
16,882,322 |
18,089,547 |
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 |
223,082,923 |
8,404,513 |
143,440 |
18,089,547 |
3. The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending February 1, 2025 (Proposal 3):
Votes For |
Votes Against |
Abstentions |
247,258,804 |
2,302,506 |
159,113 |
No other matters were considered and voted on by the Company's stockholders at the Annual Meeting.