--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-173967" form_type: "8-K" ticker: "WOOF" cik: "0001826470" company_name: "Petco Health & Wellness Company, Inc." filed_at: "2023-06-23T23:59:59+00:00" generated_at: "2026-06-13T18:22:38.447922+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # Petco stockholders approve 15.5M share increase to equity plan and officer liability amendment at annual meeting ## Summary - Stockholders elected Gary Briggs, Nishad Chande, and Mary Sullivan as Class III directors. - Approved increase of shares under 2021 Equity Plan by 15.5M to 43.8M total. - Approved certificate amendment to limit officer monetary liability as permitted by Delaware law. - Advisory say-on-pay passed with 187M for vs 58.8M against. - Ratified Ernst & Young as auditor for FY ending Feb 3, 2024 (256.7M for). ## SEC filing metadata - accession: 0001193125-23-173967 - form_type: 8-K - ticker: WOOF - cik: 0001826470 - company_name: Petco Health & Wellness Company, Inc. - filed_at: 2023-06-23T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 3.03, 5.03, 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1826470/000119312523173967/0001193125-23-173967-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1826470/000119312523173967/d475965d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-173967 - JSON: https://secwatch.observer/filing/0001193125-23-173967.json - Plain text: https://secwatch.observer/filing/0001193125-23-173967.txt ## Key facts - Governance Changes Petco Health & Wellness Company, Inc.: Stockholders approved amendment to Article XI of the Second Amended and Restated Certificate of Incorporation to eliminate monetary liability of certain officers in certain circumstances as permitted by Delaware law (effective 2023-06-22). - Change: charter amendment - Effective: 2023-06-22 source text: On June 22, 2023, at the Annual Meeting, upon the recommendation of the Board, the Company’s stockholders approved amendments to Article XI of the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate”) to provide for the elimination of monetary liability of certain officers of the company in certain circumstances as is or may be permitted under Delaware law (the “Amendment”). evidence_url: https://www.sec.gov/Archives/edgar/data/1826470/000119312523173967/0001193125-23-173967-index.htm - Shareholder Votes Petco Health & Wellness Company, Inc. shareholders approved Election of Gary Briggs, Nishad Chande, and Mary Sullivan as Class III directors. - Proposal: director election - Outcome: passed source text: 1. The election of the Director Nominees to the Board as Class III directors (Proposal 1): Director Nominee Votes For Votes Withheld Broker Non-Votes Gary Briggs 206,685,215 39,207,476 11,046,270 Nishad Chande 221,142,972 24,749,719 11,046,270 Mary Sullivan 207,311,021 38,581,670 11,046,270 evidence_url: https://www.sec.gov/Archives/edgar/data/1826470/000119312523173967/0001193125-23-173967-index.htm - Shareholder Votes Petco Health & Wellness Company, Inc. shareholders approved Ratification of Ernst & Young LLP as independent auditor for fiscal year ending February 3, 2024 at the 2024-02-03 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-02-03 source text: 5. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 3, 2024 (Proposal 5): Votes For Votes Against Abstentions Broker Non-Votes 256,717,516 145,665 75,780 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1826470/000119312523173967/0001193125-23-173967-index.htm - Shareholder Votes Petco Health & Wellness Company, Inc. shareholders approved Non-binding advisory vote on executive compensation. - Proposal: say on pay - Outcome: passed source text: 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 187,027,131 58,773,041 92,519 11,046,270 evidence_url: https://www.sec.gov/Archives/edgar/data/1826470/000119312523173967/0001193125-23-173967-index.htm - Shareholder Votes Petco Health & Wellness Company, Inc. shareholders approved Approval of Plan Amendment to increase shares authorized under the 2021 Plan. - Proposal: equity plan - Outcome: passed source text: 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 219,369,606 26,481,478 41,607 11,046,270 evidence_url: https://www.sec.gov/Archives/edgar/data/1826470/000119312523173967/0001193125-23-173967-index.htm - Shareholder Votes Petco Health & Wellness Company, Inc. shareholders approved Approval of Amendment to limit liability of certain officers as permitted by Delaware law. - Proposal: charter amendment - Outcome: passed source text: 4. The approval of the Amendment to limit the liability of certain officers as permitted by Delaware law (Proposal 4): Votes For Votes Against Abstentions Broker Non-Votes 198,915,189 46,911,567 65,935 11,046,270 evidence_url: https://www.sec.gov/Archives/edgar/data/1826470/000119312523173967/0001193125-23-173967-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.