UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously reported, on July 29, 2024 (the “Transition Date”), Joel D. Anderson succeeded R. Michael Mohan, interim Chief Executive Officer of Petco Health and Wellness Company, Inc. (the “Company”), as the Chief Executive Officer of the Company. In connection with the transition, the Board of Directors of the Company (the “Board”) formed a Value Creation Committee and appointed Mr. Mohan as the Chair of the Value Creation Committee, effective on the Transition Date.
In consideration for his services as Chair of the Value Creation Committee, effective on July 29, 2024, the Board approved an annual cash fee of $250,000, payable monthly in arrears, for Mr. Mohan’s service as Chair of the Value Creation Committee, which is in lieu of all other non-employee director compensation provided to independent members of the Board. The Board also approved an amendment to Mr. Mohan’s outstanding restricted stock units (“RSUs”) and nonqualified stock options (“Options”) originally granted on March 15, 2024 (the “Amendment”) in connection with his appointment as interim Chief Executive Officer. The Amendment provides that the RSUs and Options that were originally scheduled to vest within the two-month period following the Transition Date based on Mr. Mohan’s continued employment with the Company will instead remain outstanding upon the Transition Date and be eligible to vest in equal monthly installments over the five-month period following the Transition Date, subject to Mr. Mohan’s continued service as a member of the Board.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Amendment, filed as Exhibit 10.1 hereto, which is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | First Amendment to Restricted Stock Unit Award and Nonqualified Stock Options, effective July 29, 2024, between R. Michael Mohan and Petco Health and Wellness Company, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
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.
| Petco Health and Wellness Company, Inc. | ||||||
| Dated: August 2, 2024 | By: | /s/ Giovanni Insana | ||||
| Name: | Giovanni Insana | |||||
| Title: | Chief Legal Officer and Secretary | |||||