0001040130FALSE00010401302025-04-092025-04-090001040130us-gaap:CommonStockMember2025-04-092025-04-090001040130us-gaap:PreferredStockMember2025-04-092025-04-09
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 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): April 9, 2025
PetMed Express, Inc.
(Exact name of registrant as specified in its charter)
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Florida |
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000-28827 |
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65-0680967 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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420 South Congress Avenue, Delray Beach, Florida 33445
(Address of principal executive offices) (Zip Code)
(561) 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, par value $.001 per share |
PETS |
NASDAQ |
| Preferred Stock Purchase Rights |
N/A |
NASDAQ |
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 o
Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
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 On April 9, 2025, the Board of Directors (the “Board”) of PetMed Express, Inc. (the “Company”) approved the appointment of Peter Batushansky to serve as a director of the Company beginning April 9, 2025. Mr. Batushansky will hold this position until the 2025 annual meeting of the Company’s shareholders or until his successor is elected and qualified, subject to his earlier resignation or removal. Mr. Batushansky will also serve on the Board’s Audit Committee and Corporate Governance and Nominating Committee. In connection with his appointment to the Board, Mr. Batushansky will receive compensation in accordance with the Company’s Non-Employee Director Compensation Program.
In connection with the Board’s appointment of Mr. Batushansky as a member of the Board, the Board simultaneously approved the increase of the size of the Board from six to seven persons.
Mr. Batushanksky, age 42 has more than 20 years of experience across multiple industries including retail, pet, healthcare, and private equity. He has extensive experience in senior leadership roles, including as the former Chief Executive Officer of Allivet, a retailer of pet healthcare products from 2017-2021, and was the Chief Executive Officer of WebEyeCare, a retailer of optical products from 2010-2016.
Currently, Mr. Batushansky is a Partner at L2 Capital Partners, a Pennsylvania-based private equity firm where he serves as a board member and advisor across portfolio companies. Mr. Batushansky’s prior private equity experience includes roles at Milestone Partners and Roark Capital.
Mr. Batushansky holds a B.A. from Temple University in Philadelphia, Pennsylvania.
There are no family relationships between Mr. Batushansky and any other executive officers or directors of the Company. There is no arrangement or understanding between Mr. Batushansky and any other persons pursuant to which he was selected as director. There are no transactions to which the Company is a party and in which Mr. Batushansky has a material interest that is required to be disclosed under Item 404(a) of Regulation S-K.
Mr. Batushansky and the Company will enter into the Company’s standard form of director indemnification agreement, whereby the Company agrees to indemnify, defend and hold its directors harmless from and against losses and expenses incurred as a result of their Board service, subject to the terms and conditions provided in the agreement. The form of indemnification agreement is filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the Securities and Exchange Commission on June 14, 2024.
Departure of Director
Additionally, Dr. Gian Fulgoni, longtime Board member and former Chairman, has communicated his intention to retire from the Board when his term expires at the 2025 annual shareholders’ meeting. The Company intends to reduce the size of the Board from seven to six persons effective immediately upon Mr. Fulgoni’s departure from the Board simultaneously with the Company’s 2025 annual shareholders meeting.
Item 7.01 Regulation FD Disclosure
On April 9, 2025, the Company issued a press release announcing the appointment of Mr. Batushansky as a member of the Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01 and the related information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act except as set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL) |
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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: April 9, 2025
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PETMED EXPRESS, INC. |
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By: |
/s/ Sandra Compos |
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Name: |
Sandra Campos |
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Title: |
Chief Executive Officer and President |
EX-99.1
2
pets-20250409xexx991pressr.htm
EX-99.1
Document
EXHIBIT 99.1
PetMed Express, Inc. Announces Appointment of Peter Batushansky to Board of Directors
Former pet industry executive with more than 20 years of experience across retail, pet, healthcare, and private equity
Third independent director to join the Board since 2024
Longtime board member and former Chairman Dr. Gian Fulgoni will retire
DELRAY BEACH, Fla., April 9, 2025 (GLOBE NEWSWIRE) -- PetMed Express, Inc., parent company of PetMeds and PetCareRx, (Nasdaq: PETS) (the "Company") today announced the appointment of Peter Batushansky to the Company’s Board of Directors (“the Board”), effective April 09, 2025. Mr. Batushansky is currently a Partner at L2 Capital Partners and brings to the Board more than 20 years of experience across retail, pet, healthcare and private equity, including executive leadership roles at WebEyeCare and Allivet. Dr. Gian Fulgoni, longtime board member and former Chairman, has communicated his intention to retire from the Board when his term expires at the 2025 annual shareholders’ meeting.
“We are thrilled to welcome Peter to the Board of Directors,” said Leslie C. G. Campbell, Chairman of the Board. “His strategic vision and extensive leadership experience will bring invaluable perspective as we execute our transformation plan and drive shareholder value creation. Peter’s proven ability scaling businesses in retail, pet and healthcare aligns with our ambitions, and his skills complement and expand on those of the rest of the Board. We also want to take this opportunity to recognize and thank our colleague Gian Fulgoni for his dedicated service as a Board member and former Chairman, and we look forward to working with him closely through the remainder of his current term.”
Mr. Batushansky’s appointment adds incremental talent to the Board, underscoring the continued commitment to recruit new independent and highly qualified directors whose experiences and skillsets support the Company’s transformation strategy to deliver long-term shareholder returns. The appointment of Ms. Campbell as Chairman of the Board in Q4 2024 and Ms. Campos’ appointment as the Company’s new CEO and President in Q1 2025 signaled the start of this leadership transformation, followed by key hires in the roles of Chief Financial Officer, Chief Accounting Officer, Chief Operating Officer, and Chief Digital and Technology Officer. Justin Mennen and Leah Solivan joined the Board during Q2 2025. With the appointment of Mr. Batushansky, the Board will be comprised of seven highly qualified and experienced directors, six of whom are independent, and three of whom have been added since 2024.
Sandra Campos, President and CEO commented, “Peter brings not only deep industry expertise and an exceptional track record in e-commerce, but also the mindset of a founder—practical, visionary, and deeply committed. His alignment with our mission and values is clear, and we’re genuinely excited to welcome him to the Board. We look forward to the perspective and energy he’ll bring as we continue to move our value creation strategy forward.”
“It’s exciting to join the Board at such a pivotal time in the Company’s history,” said Mr. Batushansky. “PetMeds is well-positioned to capitalize on its strong heritage as a pioneer in online pet pharmacy to significantly expand its business across the broader pet wellness ecosystem. I look forward to working closely with my fellow directors and this talented, passionate management team to shape and execute a successful strategy to drive growth, profitability, and shareholder value.”
Ms. Campbell added “The appointment of Peter Batushansky to our Board, as well as the recent appointments of Justin Mennen and Leah Solivan, are the result of our strong ongoing focus on strategic board composition and refreshment, aligning the Board’s skillsets with the oversight needed to drive shareholder value.”
About Peter Batushansky
Mr. Batushansky has more than 20 years of experience across multiple industries including retail, pet, healthcare, and private equity. He has extensive experience in senior leadership roles, including as the former Chief Executive Officer of Allivet, a retailer of pet healthcare products from 2017-2021, and was the Chief Executive Officer of WebEyeCare, a retailer of optical products from 2010-2016.
Currently, Mr. Batushansky is a Partner at L2 Capital Partners, a Pennsylvania-based private equity firm where he serves as a board member and advisor across portfolio companies. Mr. Batushansky prior private equity experience includes roles at Milestone Partners and Roark Capital. He holds a B.A. from Temple University in Philadelphia, Pennsylvania.
About PetMed Express, Inc.
Founded in 1996, PetMeds is a leader in the consumer pet healthcare sector. As a national online retailer with expert pharmacists and licenses across fifty states, PetMeds.com and PetCareRx.com deliver top branded pharmaceuticals, generics, compounded prescription medications and OTC supplements and vitamins that help pets live longer, healthier lives. The Company strives to offer unparalleled value and convenience that enhance wellness and longevity for dogs, cats, and horses. PetMeds and PetCareRx provide essential pet health offerings through their websites, www.PetMeds.com and www.PetCareRx.com.
Forward Looking Statement
This press release may contain “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve a number of risks and uncertainties, including the Company’s ability to meet the objectives included in its business plan. Important factors that could cause results to differ materially from those indicated by such forward-looking statements are set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in the Company’s Annual Report on Form 10-K for the year ended March 31, 2024, filed on June 14, 2024. The Company’s future results may also be impacted by other risk factors listed from time to time in the Company’s filings with the Securities and Exchange Commission, including, but not limited to, the Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and periodic filings on Form 8-K. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this press release and should not be relied upon as representing the Company’s views as of any subsequent date. The Company explicitly disclaims any obligation to update any forward-looking statements, other than as may be required by law. If the Company does update one or more forward-looking statements, no inference should be made that the Company will make additional updates with respect to those or other forward-looking statements.
Investor Contact:
ICR, LLC
John Mills
(646) 277-1254
Reed Anderson
(646) 277-1260
investor@petmeds.com
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