PATTERSON COMPANIES, INC. (NASDAQ:PDCO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

(b), (c)and (e)On June1, 2017, Patterson Companies, Inc. (the
Company) announced that Scott P. Anderson has stepped down as the
Companys President, Chief Executive Officer and Chairman of the
Board, effective immediately, and that James W. Wiltz, a current
director and the Companys former Chief Executive Officer, has
been appointed by the Companys Board of Directors (the Board) to
serve as the Companys Interim President and Chief Executive
Officer while the Company conducts a search for a successor. The
Board has formed a search committee to implement an immediate
search.

Mr.Anderson will continue to serve as a director of the Company
until the 2017 Annual Meeting of Shareholders, but he will not
stand for re-election.

Mr.Wiltz, age 72, served as our President and Chief Executive
Officer from May 2005 until April 2010. Mr.Wiltz served as our
President and Chief Operating Officer from April 2003 through May
2005. He began working with us in September 1969. From 1996 to
2003, Mr.Wiltz served as President of our subsidiary, Patterson
Dental Supply, Inc. Since January 2010, Mr.Wiltz has served as a
director of HealthEast Care System, a non-profit healthcare
provider, and on its finance committee. He has been one of our
directors since March 2001. Mr.Wiltz will continue as a member of
the Board during the term of his service as Interim President and
Chief Executive Officer. There are no familial relationships
between Mr.Wiltz and any other director or executive officer of
the Company. There are no transactions in which Mr.Wiltz has an
interest requiring disclosure under Item404(a) of Regulation S-K.

In connection with the transition, Mr.Anderson and the Company
entered into a Transition Agreement, dated June1, 2017, which is
filed as Exhibit 10 to this Current Report on Form 8-K and is
incorporated by reference herein. Under the terms of the
agreement, Mr.Anderson will serve in a non-officer Special
Advisor capacity through July1, 2019 during which period he has
agreed to be available to the Company to advise on certain
matters at its sole request. Upon July1, 2019, Mr.Anderson will
retire from the Company (the Retirement Date). The period between
June1, 2017 and the Retirement Date or Mr.Andersons earlier
termination date is the Transition Period. Mr.Anderson will
remain subject to termination for cause during the Transition
Period. Mr.Anderson has also agreed to certain non-compete and
non-solicit provisions described below.

During the Transition Period, conditioned upon Mr.Andersons
continued employment during that time, he will (a)continue to be
paid his current annualized salary of $820,000, (b)not be
eligible for any bonuses or further equity awards, (c)continue to
vest in his existing equity awards, and (d)remain eligible to
participate in the Companys Capital Accumulation Plan and the
Companys other employee benefit plans, subject to plan terms.
Upon signing a separation and release agreement at the end of the
Transition Period, unless he has been terminated for cause,
Mr.Anderson will receive a severance payment of $1,100,000 (the
Severance Payment), which amount will be paid in installments
over the course of the non-competition provision described below.
If Mr.Anderson breaches any provision of the Transition Agreement
or his employment is terminated by the Company prior to the
Retirement Date with cause, payment obligations to Mr.Anderson
cease and he would be obligated to repay to the Company all
moneys paid to him to which he would not otherwise be entitled
absent the Transition Agreement. Among the commitments entered
into in the Transition Agreement, Mr.Anderson has agreed to
post-employment non-compete and non-solicitation provisions
through June30, 2020, as well as a non-disclosure provision. If
Mr.Anderson is terminated for cause prior to the Retirement Date,
he has acknowledged and agreed that, despite being ineligible to
receive the Severance Payment, he will nevertheless remain bound
by these and his other commitments contained in the Transition
Agreement.

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As a consequence of assuming the role of Interim Chief Executive
Officer, Mr.Wiltz will receive a monthly base salary of $80,000.
He will be eligible to participate in the Companys employee
benefit plans, subject to plan terms. He will also be eligible
for a discretionary bonus in cash or equity at the end of his
interim service.

A copy of the press release issued by the Company on June1, 2017
announcing the leadership changes described herein is furnished
as Exhibit 99 to this Current Report on Form 8-K and is
incorporated by reference herein. The information in Exhibit 99
shall not be deemed filed for purposes of Section18 of the
Exchange Act and shall not be deemed incorporated by reference
into any filing under the Securities Act.

John D. Buck, currently the Companys Lead Director, will assume
the role of non-executive Chairman, effective June1, 2017. For
his service as non-executive Chairman, Mr.Buck will receive a
$100,000 annual cash retainer.

(d)Exhibits

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About PATTERSON COMPANIES, INC. (NASDAQ:PDCO)

Patterson Companies, Inc. is a distributor serving the dental, veterinary and rehabilitation supply markets. The Company operates through three segments: dental supply, veterinary supply and rehabilitation supply. The dental supply segment provides a range of consumable dental products, clinical and laboratory equipment, and value-added services to dentists, dental laboratories, institutions and other dental healthcare providers across North America. The veterinary supply segment is a distributor of veterinary supplies, primarily to companion-pet (dogs, cats and other common household pets) and equine veterinary clinics. The rehabilitation supply segment provides a range of distributed and self-manufactured rehabilitation medical supplies and assistive products to acute care hospitals, long-term care facilities, rehabilitation clinics, dealers and schools. The Company’s operating units include Patterson Dental, Patterson Veterinary and Patterson Medical.

PATTERSON COMPANIES, INC. (NASDAQ:PDCO) Recent Trading Information

PATTERSON COMPANIES, INC. (NASDAQ:PDCO) closed its last trading session up +0.24 at 44.16 with 2,534,671 shares trading hands.