PetMed Express (PETS) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on August 11, 2026, with shareholders able to vote and ask questions online.

• Four directors are nominated for election, all current board members, with the board size reducing from five to four.

• Shareholders will vote on executive compensation, auditor ratification, and an amendment to the 2024 Omnibus Incentive Plan to increase reserved shares.

• The company qualifies as a 'smaller reporting company' and uses scaled disclosures.

• Shareholder engagement and communication are emphasized, with clear procedures for submitting proposals and director nominations.

Voting matters and shareholder proposals

• Proposals include electing four directors, advisory approval of executive compensation, ratification of Baker Tilly US, LLP as auditor, and increasing shares under the 2024 Omnibus Incentive Plan.

• Board recommends voting FOR all proposals.

• Shareholders can submit proposals for the 2027 meeting by February 25, 2027, and proxy access is available for significant long-term shareholders.

Board of directors and corporate governance

• Board consists of a majority of independent directors, with a Lead Independent Director role established.

• Committees include Audit, Compensation and Human Capital, and Corporate Governance and Nominating, all composed of independent directors.

• Board succession planning, diversity, and director qualifications are regularly reviewed.

• Annual board and committee evaluations are conducted.