Petco Health & Wellness Company, Inc. 8-K

What Happened
Petco Health & Wellness Company, Inc. filed a Form 8-K on July 1, 2026 reporting results of its June 30, 2026 annual meeting and a stockholder-approved amendment to its 2021 Equity Incentive Plan. Stockholders approved the Second Amendment to increase the number of Class A common shares reserved under the 2021 Plan by 15,500,000 shares. At the meeting, Joel Anderson, Gary Briggs, Nishad Chande and Mary Sullivan were elected as Class III directors for three-year terms (expiring at the 2029 annual meeting), the company’s say-on-pay advisory vote passed, and Ernst & Young LLP was ratified as the independent auditor.

Key Details

• Plan amendment: +15,500,000 shares of Class A common stock added to the Petco 2021 Equity Incentive Plan (Amended Plan described in proxy; Amendment filed as Exhibit 10.1 to the 8-K).
• Director elections (Class III, three-year terms to 2029):
  • Joel Anderson: 215,034,012 For; 31,312,708 Withheld; 24,092,592 Broker Non-Votes.
  • Gary Briggs: 204,308,172 For; 42,038,548 Withheld; 24,092,592 Broker Non-Votes.
  • Nishad Chande: 200,931,500 For; 45,415,220 Withheld; 24,092,592 Broker Non-Votes.
  • Mary Sullivan: 202,946,765 For; 43,399,955 Withheld; 24,092,592 Broker Non-Votes.
• Advisory say-on-pay (Proposal 2): 201,860,152 For; 42,922,182 Against; 1,564,386 Abstentions; 24,092,592 Broker Non-Votes.
• Plan Amendment vote (Proposal 3): 208,151,064 For; 36,674,608 Against; 1,521,048 Abstentions; 24,092,592 Broker Non-Votes.
• Auditor ratification (Proposal 4): Ernst & Young LLP ratified — 269,971,930 For; 343,606 Against; 123,776 Abstentions.

Why It Matters
Approving 15.5 million additional shares for the equity plan expands the pool available for employee and executive awards, which can affect share dilution over time. The election of the four directors and the successful say-on-pay vote confirm investor support for current governance and compensation practices. Ratifying Ernst & Young keeps continuity for financial audits. Investors should watch how the expanded equity plan is used (grants, timing, and dilution) in future filings and proxy disclosures.