Petco Health and Wellness Company Inc.

23/07/2024 | Press release | Distributed by Public on 23/07/2024 19:00

Submission of Matters to a Vote of Security Holders Form 8 K

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.