UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 15, 2021
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.) |
420 South Congress Avenue, Delray Beach, FL 33445 |
| (Address of principal executive offices) (Zip Code) |
(561) 526-4444 |
| (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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $.001 per share | PETS | NASDAQ Global Select Market |
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 8.01 Other Events.
On February 15, 2021, the Board of Directors of PetMed Express, Inc. (the “Company”) approved and adopted, based on the recommendation of the Corporate Governance and Nominating Committee, amendments to the Corporate Governance and Nominating Committee Charter and the Corporate Governance Guidelines.
The amended and restated Corporate Governance and Nominating Committee Charter and amended and restated Corporate Governance Guidelines are attached hereto as Exhibits 99.1 and 99.2, respectively, and will be posted in the PetMeds Investor section of the Company’s website, www.1800PetMeds.com , under Corporate Governance as soon as practicable.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. | |
99.1 – Corporate Governance and Nominating Committee Charter 99.2 – Corporate Governance Guidelines 104 – Cover Page Interactive Data File (embedded within the Inline XBRL document) |
EXHIBIT INDEX
| Exhibit No. | Description | ||
| 99.1 | |||
| 99.2 | |||
| 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.
Dated: February 18, 2021
| PETMED EXPRESS, INC. | ||
| By: | /s/ Bruce S. Rosenbloom | |
| Name: | Bruce S. Rosenbloom | |
| Title: | Chief Financial Officer | |
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