重大事件
即時報告
8-K
2026-07-01
Petco股東週年大會通過董事選舉及股權激勵計劃擴容等全部議案
AI 繁中摘要
Petco Health and Wellness Company, Inc.（股票代號：WOOF）於2026年6月30日舉行股東週年大會，會後提交8‑K報告披露多項投票結果。是次大會主要事項包括：
1️⃣ **董事選舉**：三名第三類董事候選人（Joel Anderson、Gary Briggs、Nishad Chande、Mary Sullivan）全數獲選，任期至2029年週年大會。投票結果顯示各人獲得約2.15億至2.03億股贊成，反對票約3,130萬至4,542萬股，另有約2,409萬股為經紀人非投票。
2️⃣ **高管薪酬諮詢投票（非約束性）**：約2.018億股贊成（76.7%），4,292萬股反對，156萬股棄權，反映股東對薪酬方案的支持。
3️⃣ **2021年股權激勵計劃修訂案**：股東批准將計劃授權發行的A類普通股增加1,550萬股。贊成票約2.081億股，反對約3,667萬股，棄權152萬股。此修訂旨在為未來股權獎勵預留空間，可能導致每股盈利攤薄，但管理層認為有助於挽留人才及長期激勵。
4️⃣ **核數師任命**：股東以壓倒性票數（約2.699億股贊成，僅34.3萬股反對）批准聘用Ernst & Young LLP為截至2027年1月30日止財政年度的獨立註冊會計師事務所。
上述事項均獲通過，未有其他議案。是次8‑K報告主要為合規披露，對公司基本營運無即時重大影響，但股權激勵計劃擴容或反映管理層對未來增長及人才策略的信心。投資者可留意後續股權獎勵發放情況及攤薄效應。
展開英文正文
8-K false000182647000018264702026-06-302026-06-30 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): June 30, 2026 Petco Health and Wellness Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39878 81-1005932 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 10850 Via Frontera San Diego, California 92127 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: (858) 453-7845 (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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, par value $0.001 per share WOOF The Nasdaq Stock Market LLC 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 ☐ 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. ☐ Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 30, 2026, upon recommendation of the Board of Directors (the “Board”) of Petco Health and Wellness Company, Inc. (the “Company”), at the 2026 Annual Meeting of Stockholders of the Company (the “Annual Meeting”), the Company’s stockholders approved the Second Amendment (the “Plan Amendment”) to the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (the “2021 Plan” and, as amended by the Plan Amendment, the “Amended Plan”) to increase the shares of the Company’s Class A common stock, $0.001 par value per share (the “Common Stock”), reserved for issuance under the 2021 Plan by 15,500,000 shares of Common Stock. The Amended Plan is described in more detail in the Company’s definitive proxy statement as filed with the U.S. Securities and Exchange Commission on May 14, 2026 (the “2026 Proxy Statement”). This summary of the Plan Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Plan Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. On June 30, 2026, 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 Joel Anderson, Gary Briggs, Nishad Chande, and Mary Sullivan (the “Director Nominees”) to the Board of Directors of the Company (the “Board”) as Class III directors, each to serve for a three-year term expiring at the Company’s 2029 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”); (3) the approval of the Plan Amendment to increase the number of shares of Class A Common Stock authorized for issuance under the 2021 Plan (“Proposal 3”); and (4) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027 (“Proposal 4”). 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, 3, and 4 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 III directors (Proposal 1): Director Nominees Votes For Votes Withheld Broker Non-Votes Joel Anderson 215,034,012 31,312,708 24,092,592 Gary Briggs 204,308,172 42,038,548 24,092,592 Nishad Chande 200,931,500 45,415,220 24,092,592 Mary Sullivan 202,946,765 43,399,955 24,092,592 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 201,860,152 42,922,182 1,564,386 24,092,592 3. The approval of the Plan Amendment to increase the number of shares of Class A Common Stock authorized for issuance under the 2021 Plan (Proposal 3): Votes For Votes Against Abstentions Broker Non-Votes 208,151,064 36,674,608 1,521,048 24,092,592 4. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027 (Proposal 4): Votes For Votes Against Abstentions Broker Non-Votes 269,971,930 343,606 123,776 - No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Second Amendment to Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. Petco Health and Wellness Company, Inc. Date: July 1, 2026 By: /s/ Giovanni Insana Name: Title: Giovanni Insana Chief Legal Officer and Secretary