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Petmed Express Inc. – ‘8-K’ for 8/3/22

On:  Wednesday, 8/3/22, at 4:20pm ET   ·   For:  8/3/22   ·   Accession #:  1437749-22-18636   ·   File #:  0-28827

Previous ‘8-K’:  ‘8-K’ on / for 8/2/22   ·   Next:  ‘8-K’ on / for 11/7/22   ·   Latest:  ‘8-K’ on 2/15/24 for 2/13/24   ·   1 Reference:  By:  Petmed Express Inc. – ‘10-K’ on 5/23/23 for 3/31/23

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/03/22  Petmed Express Inc.               8-K:5,9     8/03/22   14:317K                                   RDG Filings/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     28K 
 2: EX-10.1     Material Contract                                   HTML     85K 
 3: EX-10.2     Material Contract                                   HTML     20K 
 4: EX-10.3     Material Contract                                   HTML     24K 
 9: R1          Document And Entity Information                     HTML     47K 
12: XML         IDEA XML File -- Filing Summary                      XML     13K 
10: XML         XBRL Instance -- pets20220803_8k_htm                 XML     13K 
11: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 6: EX-101.DEF  XBRL Definitions -- pets-20220803_def                XML     37K 
 7: EX-101.LAB  XBRL Labels -- pets-20220803_lab                     XML     48K 
 8: EX-101.PRE  XBRL Presentations -- pets-20220803_pre              XML     37K 
 5: EX-101.SCH  XBRL Schema -- pets-20220803                         XSD     15K 
13: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    19K 
14: ZIP         XBRL Zipped Folder -- 0001437749-22-018636-xbrl      Zip     48K 


‘8-K’   —   Current Report


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 iX:   C: 
 i false  i 0001040130 0001040130 2022-08-03 2022-08-03
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM  i 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported):  i August 3, 2022
 
 i PetMed Express, Inc.
 (Exact name of registrant as specified in its charter)
 
 i Florida
   
 i 65-0680967
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 i 420 South Congress Avenue  i Delray Beach,  i FL  i 33445
(Address of principal executive offices) (Zip Code)
 
 
( i 561)  i 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):
 
 i 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
 i 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
 i 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
 i 
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
 i Common Stock, par value $.001 per share
 i PETS
 i 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  i 
 
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. ☐
 
1

 
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Christine Chambers, CFO, Employment Agreement
 
On August 3, 2022, PetMed Express, Inc. (the “Company”) entered into an employment agreement (“Employment Agreement”) with Christine Chambers to set forth the terms and conditions of Ms. Chambers’ employment as Chief Financial Officer of the Company. Ms. Chambers will receive an annual base salary of $375,000, she will be entitled to participate in the Company’s current employee benefit plans and programs, including medical, dental, vision, 401(k), and she will be eligible to receive annual equity awards under the Company’s equity incentive plans as in effect from time to time. Ms. Chambers will receive an initial equity award under the Company’s 2016 Employee Equity Compensation Restricted Stock Plan (“2016 Plan”) in respect of fiscal year 2023, consisting of (i) an award of 13,000 restricted shares, and (ii) 3,000 performance restricted shares, which performance restricted shares will be based on the attainment of performance criteria equally weighted between adjusted EBITDA and revenue. The shares for each grant will be released from restriction equally over a three (3) year period on the anniversary of the grant date, subject to the attainment of performance criteria in the case of the performance restricted shares. In the event of a Change of Control (as defined in 2016 Plan), the restrictions on the restricted stock shall terminate and lapse upon the following conditions: within twelve (12) months following the Change of Control if Ms. Chambers employment with the Company is terminated by (i) the Company, or the Company’s successor, without ”Cause” (as defined in the Offer Letter) or (ii) by Ms. Chambers for “Good Reason” (as defined in the Offer Letter). Ms. Chambers will also receive a one-time sign-on bonus in the amount of $50,000, subject to pro-rata repayment if Ms. Chambers terminates employment with the Company within the first twelve months of employment. Ms. Chambers will be entitled to severance benefits in the event the Company terminates her employment other than for Cause (as defined in the Offer Letter), consisting of (i) twelve months of severance pay at her base salary at the time of termination, paid bi-weekly in accordance with the Company’s payroll practice for employees, and (ii) payment of the employer portion of COBRA premiums (or cash in lieu of) until the earliest of (i) the last day of the period ending on the date that is twelve (12) months following such termination of employment, or (ii) the date when Ms. Chambers becomes eligible for substantially equivalent health insurance coverage in connection with new employment.
 
The description in this report of Ms. Chambers’ Employment Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Employment Agreement attached hereto as Exhibit 10.1, which is incorporated by reference herein.
 
Item 9.01  Financial Statements and Exhibits.
 
 
(d)
Exhibits.
 
The following exhibits are provided as part of this report:
 
Exhibit No.
 
Description
     
10.1
 
10.2
 
10.3
 
104
 
Cover Page Interactive Data File (formatted as Inline XBRL)
 
 
2
 
 
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: August 3, 2022
 
 
PETMED EXPRESS, INC.
     
 
By:
 
Name:
 
Title:
Chief Executive Officer and President
 
 
3

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on / For Period end:8/3/22None on these Dates
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1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/23/23  Petmed Express Inc.               10-K        3/31/23   67:6.6M
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