PetMed Express (PETS) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on January 21, 2026, to elect five directors, approve executive compensation, and ratify the appointment of Baker Tilly US, LLP as auditor for FY 2026.

• Shareholders of record as of December 5, 2025, are entitled to vote; proxy materials were distributed starting December 10, 2025.

• The Board recommends voting FOR all proposals and has provided detailed instructions for virtual participation and voting.

Voting matters and shareholder proposals

• Proposals include electing five directors, an advisory vote on executive compensation, and ratifying the new auditor.

• Shareholders can submit proposals for the 2026 meeting by August 12, 2026, and may nominate directors via proxy access if they meet ownership and holding requirements.

• Proxy solicitation is managed by Okapi Partners LLC, with costs borne by the company.

Board of directors and corporate governance

• The Board will be reduced from six to five members after the meeting, with two new directors appointed in 2025.

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

• The Board has adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics, and stock ownership guidelines for directors and executives.

• Shareholder engagement is ongoing, with outreach to top investors and a policy for considering shareholder-nominated director candidates.