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 24, 2015


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 24, 2015.  Stockholders voted on the following proposals:


1.

To elect five Directors to the Board of Directors for a one-year term expiring in 2016;


2.

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


3.

To ratify the appointment of McGladrey LLP, as the independent registered public accounting firm for the Company to serve for the 2016 fiscal year;


4.

To approve the 2015 Employee Equity Restricted Stock Plan; and


5.

To approve the 2015 Outside Director 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:


 

 

For

 

Abstain/Withhold

 

Broker Non-Vote

                                                              

     

                                 

     

                                 

     

                                 

Election of Directors:

 

 

 

 

 

 

Menderes Akdag

 

11,767,900

 

   183,514

 

6,062,084

Frank J. Formica

 

10,709,534

 

1,241,880

 

6,062,084

Gian M. Fulgoni

 

10,796,143

 

1,155,271

 

6,062,084

Ronald J. Korn

 

10,776,367

 

1,175,047

 

6,062,084

Robert C. Schweitzer

 

10,790,209

 

1,161,205

 

6,062,084


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

              

                                 

     

                                 

     

                                 

     

                                 

 

11,559,436

 

320,671

 

71,306

 

6,062,085


Proposal 3:


To ratify the appointment of McGladrey LLP as the independent registered public accounting firm for the Company to serve for the 2016 fiscal year.


 

Shares For

 

Shares Against

 

Abstain

 

Broker Non-Vote

              

                                 

     

                                 

     

                                 

     

                                 

 

17,746,913

 

192,199

 

74,386

 

0


Proposal 4:


To approve the 2015 Employee Equity Compensation Restricted Stock Plan


 

Shares For

 

Shares Against

 

Abstain

 

Broker Non-Vote

              

                                 

     

                                 

     

                                 

     

                                 

 

3,167,196

 

8,332,045

 

452,170

 

6,062,087


Proposal 5:


To approve the 2015 Outside Director Equity Compensation Restricted Stock Plan


 

Shares For

 

Shares Against

 

Abstain

 

Broker Non-Vote

              

                                 

     

                                 

     

                                 

     

                                 

 

7,408,925

 

4,076,614

 

465,872

 

6,062,087




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: July 27, 2015


 

PETMED EXPRESS, INC.

 

 

 

 

By:

/s/ Bruce S. Rosenbloom

 

Name:

Bruce S. Rosenbloom

 

Title:

Chief Financial Officer