PetMed Express (PETS) Annual Meeting: Directors Re-elected; Equity Plan Expanded

What Happened

• On August 11, 2026 PetMed Express, Inc. (PETS) held its Annual Meeting. Shareholders approved an amendment to the PetMed Express 2024 Omnibus Incentive Plan to increase the shares reserved for issuance by 1,800,000 shares and re-elected the company’s four director nominees. The Proxy Statement (filed June 26, 2026) and the full amended plan are included as Exhibit 10.1 to the 8-K.
• The record date for the meeting was June 15, 2026 (21,371,880 shares outstanding). A total of 14,291,482 shares were represented at the meeting, constituting a quorum.

Key Details

• 1,800,000 additional shares approved for the 2024 Omnibus Incentive Plan (the 2026 Plan Amendment).
• The added shares equal roughly 8.4% of the 21,371,880 shares outstanding as of the June 15, 2026 record date (1,800,000 / 21,371,880 ≈ 8.4%).
• Plan amendment vote: For 9,697,357; Against 4,403,671; Abstentions 190,454; Broker non-votes 0.
• Director election vote totals:
  • Peter Batushansky: For 5,891,336; Against 2,437,684; Abstain 23,433; Broker non-votes 5,939,033
  • Leslie C.G. Campbell: For 5,629,823; Against 2,691,752; Abstain 30,877; Broker non-votes 5,939,033
  • James LaCamp: For 6,017,606; Against 2,311,457; Abstain 23,389; Broker non-votes 5,939,033
  • Justin Mennen: For 5,751,707; Against 2,577,567; Abstain 23,180; Broker non-votes 5,939,033
• Advisory (say-on-pay) vote: For 6,447,075; Against 1,855,610; Abstentions 49,764; Broker non-votes 5,939,033.
• Auditor ratification: Baker Tilly US, LLP was ratified as independent registered public accounting firm for FY2026 (For 13,104,929; Against 1,060,357; Abstain 126,194).

Why It Matters

• The approved 1.8M-share increase gives the company more capacity to grant stock awards and options to employees, executives and directors, which can be used for hiring and retention but may increase share count over time (potential dilution).
• Re-election of the four directors preserves board continuity; the advisory vote on executive compensation passed, indicating shareholder support for the company’s pay practices (non-binding).
• Ratifying the auditor maintains continuity of the company’s external audit relationship for fiscal 2026.
• Investors should note the exact vote margins and the added share reserve if evaluating potential dilution and the company’s governance posture. The full amended 2024 Omnibus Incentive Plan is filed as Exhibit 10.1 to the 8-K for review.