PetMed Express, Inc. (NASDAQ:PETS) Files An 8-K Amendment to Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics
Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On June 10, 2020, the Board of Directors of PetMed Express, Inc. (the “Company”) adopted and approved, based on the recommendation of each of the Audit and Corporate Governance and Nominating committees, non-substantive amendments to the Code of Business Conduct and Ethics that applies to all directors, officers and employees of the Company (the “Code”). The existing Code was refreshed and updated to enhance and clarify Company personnel’s understanding of the Company’s standards of ethical business practices, promote awareness of ethical issues that may be encountered in carrying out an employee’s or director’s responsibilities, and improve its clarity as to how to address ethical issues that may arise. The foregoing summary is qualified in its entirety by the full text of the amended and restated Code of Business Conduct and Ethics, effective June 10, 2020, which is attached hereto as Exhibit 14.1, and is incorporated herein by reference. The Code will be posted in the “PetMeds Investors” section of the Company’s website, www.1800petmeds.com, under Corporate Governance as soon as practicable.
Item 8.01 Other Events.
On June 10, 2020, the Board of Directors adopted and approved, based on the recommendation of each of the Audit, Compensation, and Corporate Governance and Nominating committees, non-substantive amendments to the Audit Committee Charter, Compensation Committee Charter and the Corporate Governance and Nominating Committee Charter which refresh and update to enhance and clarify the charters. The amended and restated Audit Committee Charter, Compensation Committee Charter and Corporate Governance and Nominating Committee Charter, effective June 10, 2020, are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated herein by reference. Each amended and restated charter will be posted in the “PetMeds Investors” section of the Company’s website, www.1800petmeds.com, under Corporate Governance as soon as practicable.
On June 10, 2020, the Board of Directors adopted and approved, based on the recommendation of the Corporate Governance and Nominating Committee, amendments to the Corporate Governance Guidelines (“Guidelines”) which refresh and update to enhance and clarify the Guidelines. The amended and restated Corporate Governance Guidelines, effective June 10, 2020, is attached hereto as Exhibits 99.4, and is incorporated herein by reference. The Guidelines will be posted in the “PetMeds Investors” section of the Company’s website, www.1800petmeds.com, under Corporate Governance as soon as practicable.
On June 10, 2020, the Board of Directors adopted and approved amendments to the Related Party Transaction Policies and Procedures to refresh and update to enhance and clarify the policy, which policy covers transactions or series of transactions in which the Company or any subsidiary participates and a “Related Party” (as defined in the policy) has or will have a direct or indirect material interest. The amended and restated Related Party Transaction Policies and Procedures, which supplements the provisions in the Company’s Code of Business Conduct and Ethics concerning potential conflict of interest situations, is attached hereto as Exhibit 99.5.
Item 9.01 Financial Statements and Exhibits.
PETMED EXPRESS INC Exhibit
EX-14.1 2 ex_190083.htm EXHIBIT 14.1 ex_190083.htm Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS (Amended and Restated Effective June 10,…
To view the full exhibit click here
About PetMed Express, Inc. (NASDAQ:PETS)
PetMed Express, Inc. (PetMed Express), doing business as 1800PetMeds, is a pet pharmacy. The Company markets prescription and non-prescription pet medications, and other health products for dogs and cats, direct to the consumer. It offers a selection of products for dogs and cats. Its product line contains approximately 3,000 stock keeping units (SKUS) of pet medications, health products and supplies. Its products include brands of medication, such as Frontline Plus, K9 Advantix II, Advantage II, Heartgard Plus, Sentinel, Revolution and Rimadyl. It also offers additional pet supplies for sale on its Website, which are drop shipped to its customers by third parties. These pet supplies include food, beds, crates, stairs, strollers and other pet supplies. Its products included Non-Prescription Medications (Over the Counter (OTC)) and supplies, and Prescription Medications (Rx). Its customers are located in California, Florida, Texas, New York, Virginia and Georgia, among others.
