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): July 29, 2016


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.)



1441 S.W. 29th Avenue,  Pompano Beach, FL  33069

(Address of principal executive offices) (Zip Code)



(954) 979-5995

 

(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):


¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 5.07   Submission of Matters to a Vote of Security Holders.


PetMed Express, Inc. (the “Company”, “we”, or “our”) held its Annual Meeting of Stockholders in Ft. Lauderdale, Florida on July 29, 2016.  Stockholders voted on the following proposals:


1.

To elect five Directors to the Board of Directors for a one-year term expiring in 2017;


2.

To conduct an advisory (non-binding) vote on executive compensation;


3.

To ratify the appointment of RSM US LLP, as the independent registered public accounting firm for the Company to serve for the 2017 fiscal year; and


4.

To approve the 2016 Employee Equity Restricted Stock Plan;


With a majority of the outstanding shares voting either by proxy or in person, our stockholders approved four of the five proposals, with voting as follows:


Proposal 1:


Election of Directors:


 

 

For

 

Abstain/Withhold

 

Broker Non-Vote

 

 

 

 

 

 

 

Menderes Akdag

    

11,965,847

    

133,176

    

6,104,392

Frank J. Formica

 

11,868,018

 

231,005

 

6,104,392

Gian M. Fulgoni

 

11,806,028

 

292,995

 

6,104,392

Ronald J. Korn

 

11,793,449

 

305,574

 

6,104,392

Robert C. Schweitzer

 

11,371,806

 

727,217

 

6,104,392


Proposal 2:

  

Approval of the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the Annual Meeting of Stockholders (advisory non-binding vote).


Shares For

 

Shares Against

 

Abstain

 

Broker Non-Vote

 

 

 

 

 

 

 

7,630,326

 

4,267,933

 

200,754

 

6,104,402


Proposal 3:


To ratify the appointment of RSM US LLP as the independent registered public accounting firm for the Company to serve for the 2017 fiscal year.


Shares For

 

Shares Against

 

Abstain

 

Broker Non-Vote

 

 

 

 

 

 

 

17,898,839

 

212,265

 

92,311

 

0


Proposal 4:


To approve the 2016 Employee Equity Compensation Restricted Stock Plan


Shares For

 

Shares Against

 

Abstain

 

Broker Non-Vote

 

 

 

 

 

 

 

11,480,078

 

542,277

 

76,666

 

6,104,394







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 1, 2016


 

PETMED EXPRESS, INC.

 

 

 

 

By:

/s/ Bruce S. Rosenbloom

 

Name:

Bruce S. Rosenbloom

 

Title:

Chief Financial Officer

 

 

 


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