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Get filing alertsPetco shareholders approve 15.5M share equity plan expansion, elect directors
Filed July 1, 2026 · Period ending June 30, 2026 · ~1 min read
Key Changes
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medium
Shareholders approved 15.5M share increase to 2021 equity plan, expanding capacity for employee stock compensation and potentially diluting existing holders.
Item 5.02 verify on EDGAR → -
medium
Say-on-pay vote passed with 82.5% support (201.9M for, 42.9M against), with 17.5% opposition elevated versus typical results.
Item 5.07 verify on EDGAR → -
low
All four Class III directors elected to three-year terms with 81.6%-87.3% support; opposition ranged from 12.7% to 18.4% of votes cast.
Item 5.07 verify on EDGAR → -
low
Ernst & Young ratified as auditor for fiscal 2027 with 99.8% support (270M for, 344K against).
Item 5.07 verify on EDGAR →
Summary
Petco held its 2026 annual meeting on June 30, with shareholders approving a significant expansion of the company's equity compensation capacity. The 15.5 million share increase to the 2021 Equity Incentive Plan provides management with additional stock-based compensation tools but will dilute existing shareholders as those shares are granted and vest over time. The equity plan amendment passed with 85.0% support.
The say-on-pay vote showed somewhat elevated opposition at 17.5%, though the proposal still passed comfortably with 82.5% approval. Director elections were routine, with all four Class III nominees elected to three-year terms with support ranging from 81.6% to 87.3%. The auditor ratification was overwhelmingly approved at 99.8%. Overall, this was a standard annual meeting with no contested proposals, though the equity dilution from the expanded share reserve is worth monitoring as grants are made.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Petco held its 2026 annual meeting, electing four Class III directors and approving executive compensation, equity plan expansion, and auditor.
Added in current filing · view on EDGAR → · paraphrased
Votes For 208,151,064 Votes Against 36,674,608 Abstentions 1,521,048 Broker Non-Votes 24,092,592
Shareholders approved an amendment to the 2021 equity plan to increase the number of Class A shares authorized for issuance. The proposal passed with 85.0% support of votes cast, with 15.0% opposition.
Show 1 minor / wording change
Added in current filing · view on EDGAR → · paraphrased
Votes For 269,971,930 Votes Against 343,606 Abstentions 123,776 Broker Non-Votes -
Ernst & Young LLP was ratified as independent auditor for fiscal year ending January 30, 2027, with 99.8% support of votes cast.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
the Company’s stockholders approved the Second Amendment (the “Plan Amendment”) to the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (the “2021 Plan” and, as amended by the Plan Amendment, the “Amended Plan”) to increase the shares of the Company’s Class A common stock, $0.001 par value per share (the “Common Stock”), reserved for issuance under the 2021 Plan by 15,500,000 shares of Common Stock.
At the June 30, 2026 annual meeting, shareholders approved an amendment to the 2021 Equity Incentive Plan that increases the share reserve by 15,500,000 shares of Class A common stock. This expansion provides additional capacity for the company to grant equity-based compensation to employees, directors, and consultants.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 2, 2026 · How we verify