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PETCO HEALTH AND WELLNESS COMPANY, INC.

(WOOF)
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PETCO HEALTH & WELLNESS COMPANY, INC. : Submission of Matters to a Vote of Security Holders (form 8-K)

07/22/2021 | 08:32am EDT

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

On July 21, 2021, 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 Ronald Coughlin, Jr., Maximilian Biagosch, Cameron Breitner and Sabrina Simmons (the "Director Nominees") to the Board of Directors of the Company (the "Board") as Class I directors, each to serve for a three-year term expiring at the Company's 2024 annual meeting of stockholders and until his or her successor is duly elected and qualified, or 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, on a non-binding, advisory basis, of the frequency of future non-binding, advisory votes to approve the compensation of the Company's named executive officers ("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 29, 2022 ("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 for Proposal 1, the election of the Director Nominees as Class I directors of the Company. Holders of the Company's Class B-2 common stock were entitled to vote only on Proposal 1, the election of the Director Nominees as Class I directors of the Company.

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-1 common stock voting together on Proposals 2-4 and Class A and Class B-2 common stock voting together on Proposal 1, the final results for each proposal presented to stockholders at the Annual Meeting are set forth below:

1. The election of Ronald Coughlin, Jr., Maximilian Biagosch, Cameron Breitner

    and Sabrina Simmons to the Board of Directors as Class I directors (Proposal
    1):



Director Nominee Votes For Votes Withheld Broker Non-Votes Ronald Coughlin, Jr. 223,174,539 20,152,841 10,525,527 Maximilian Biagosch 219,055,475 24,271,905 10,525,527

  Cameron Breitner     219,067,296     24,260,084        10,525,527
  Sabrina Simmons      239,844,111     3,483,269         10,525,527




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
241,474,441     1,813,802       39,137         10,525,527


--------------------------------------------------------------------------------

3. The approval, on a non-binding, advisory basis, of the frequency of future

    non-binding advisory votes to approve the compensation of the Company's named
    executive officers (Proposal 3):




  1 Year      2 Years   3 Years   Abstentions   Broker Non-Votes
243,076,754   33,283    159,440     57,903         10,525,527




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 29, 2022 (Proposal 4):




 Votes For    Votes Against   Abstentions   Broker Non-Votes
253,694,501      122,858        35,548            N/A


No other matters were considered and voted on by the Company's stockholders at the Annual Meeting.

The Company has decided, going forward, to include a non-binding advisory stockholder vote to approve the compensation of the Company's named executive officers every year, consistent with the Board's recommendation to stockholders.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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