Petco Health and Wellness Company (WOOF) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for July 24, 2025, to be held virtually, with stockholders able to vote online, by phone, or by mail.

• Key proposals include electing three Class II directors, a non-binding advisory vote on executive compensation, and ratification of the external auditor.

• The board recommends voting in favor of all proposals and emphasizes expanded stockholder access and engagement through the virtual format.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class II directors for three-year terms.

• Proposal 2: Advisory vote to approve named executive officer compensation.

• Proposal 3: Ratification of Ernst & Young LLP as independent auditor for fiscal year ending January 31, 2026.

• Board unanimously recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of 11 directors (reducing to 10 after the meeting), with five independent members.

• Board is divided into three classes with staggered three-year terms.

• Controlled company status exempts from some Nasdaq requirements, but audit committee remains fully independent.

• Principal Stockholder holds about 66% voting power for director elections and has rights to nominate directors and committee members.

• Board leadership is separated between Executive Chairman and CEO.