PetMed Express, Inc. (NASDAQ:PETS) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On February 3, 2017, the Board of Directors (the Board) of PetMed
Express, Inc. (the Company), in light of current corporate
governance trends, determined it is in the best interests of the
Company and the Company’s stockholders to approve an amendment
to the Bylaws of the Company (Existing Bylaws) and has adopted
the First Amended and Restated Bylaws of the Company (First
Amended and Restated Bylaws) incorporating the amendment, to
provide for a change to the voting standard for election of
directors from a plurality voting standard to a majority voting
standard in uncontested director elections and a post-election
resignation procedure to address nominees who fail to obtain the
requisite vote. The Board believes the adoption of the majority
voting standard in uncontested director elections, and the
resignation procedures, will give the Company’s stockholders a
greater voice in determining the composition of the Board and
will enhance the accountability of each elected director to the
Company’s stockholders.
The Company’sExisting Bylaws currently provide for election of
directors by a plurality of the votes cast by the holders of
shares of capital stock entitled to vote (that is, a nominee who
receives the most FOR votes for a board seat is elected,
regardless of the number of votes WITHHELD with respect to such
nominee). The First Amended and Restated Bylaws implements a
majority voting standard, under which each director nominee in an
uncontested election must receive more FOR votes cast than
AGAINST votes cast to be elected. Conversely, a director nominee
in an uncontested election who does not receive more FOR votes
cast than AGAINST votes cast would not be elected. Votes
withheld, abstentions and broker non-votes will continue to have
no effect on the outcome of an election. In the event that an
incumbent director does not receive the requisite majority of
votes cast in an uncontested election, the Company would follow a
certain post-election resignation procedure (described below). In
all contested director elections, in which a stockholder has duly
nominated (and not withdrawn by a certain date) an individual for
election to the Board, the plurality voting standard currently in
effect would still apply.
Under the post-election resignation procedure, any incumbent
director who fails to receive the requisite number of votes for
reelection in an uncontested election will be required to
promptly tender his or her resignation to the Board. The
Corporate Governance and Nominating Committee will then make a
recommendation to the Board on whether to accept or reject the
resignation, and the Board will make the ultimate decision as to
whether to accept or reject the resignation by considering
factors it deems relevant, such as the percentage of outstanding
shares represented by the votes cast at the meeting, the director
nominee’s past and expected future contributions to the Company,
the overall composition of the Board and committees of the Board,
and whether accepting the tendered resignation would cause the
Company to fail to meet any applicable rule or regulation
(including the NASDAQ listing standards and the requirements of
the federal securities laws). The Board will act on the
resignation within 90 days following certification of the
stockholder vote for the meeting and will promptly disclose its
decision and rationale in a Current Report on Form 8-K filed with
the SEC.
The changes to the Existing Bylaws to implement the majority
voting standard and post-election resignation procedures consist
of the following:
Section 3.02(3) (Quorum and Voting Requirements for Voting
Groups) is amended to provide a cross reference to Section
3.05(1) outlining the vote required for the election of
directors;
Section 3.04(3) (Shareholder Quorum and Voting; Greater or Lesser
Voting Requirements) is amended to provide a cross reference to
Section 3.05(1) outlining the vote required for the election of
directors;
Section 3.05(1) (Voting for Directors; No Cumulative Voting) is
amended to provide for majority voting in uncontested elections,
with plurality voting retained in contested elections;
Section 4.21 (Resignation of Directors) is amended to clarify
resignations are not always effective when notice is delivered if
specified otherwise in the resignation; and
Section 4.22 (Failed Director Election) is newly added to
implement the post-election resignation procedure in the event an
incumbent director fails to receive a majority of votes cast in
an uncontested election.
The foregoing description of the First Amended and Restated
Bylaws is subject to and qualified in its entirety by reference
to the First Amended and Restated Bylaws, which is filed as
Exhibit 3.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 9.01Financial Statements and Exhibits.
(d)
Exhibits.
3.1 First Amended and Restated Bylaws of PetMed
Express, Inc.
EXHIBIT INDEX
Exhibit No.
Description
3.1
First Amended and Restated Bylaws of PetMed Express, Inc.
About PetMed Express, Inc. (NASDAQ:PETS)
PetMed Express, Inc. (PetMed Express), doing business as 1800PetMeds, is a pet pharmacy. The Company markets prescription and non-prescription pet medications, and other health products for dogs and cats, direct to the consumer. It offers a selection of products for dogs and cats. Its product line contains approximately 3,000 stock keeping units (SKUS) of pet medications, health products and supplies. Its products include brands of medication, such as Frontline Plus, K9 Advantix II, Advantage II, Heartgard Plus, Sentinel, Revolution and Rimadyl. It also offers additional pet supplies for sale on its Website, which are drop shipped to its customers by third parties. These pet supplies include food, beds, crates, stairs, strollers and other pet supplies. Its products included Non-Prescription Medications (Over the Counter (OTC)) and supplies, and Prescription Medications (Rx). Its customers are located in California, Florida, Texas, New York, Virginia and Georgia, among others. PetMed Express, Inc. (NASDAQ:PETS) Recent Trading Information
PetMed Express, Inc. (NASDAQ:PETS) closed its last trading session up +0.25 at 21.32 with 253,614 shares trading hands.
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