ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On March 24, 2020, the Board of Directors (the "Board") of PetMed Express, Inc.
(the "Company") approved an amendment and restatement of the Company's First
Amended and Restated Bylaws (as amended, the "Bylaws") to bring the Bylaws in
congruence with recent amendments to the Florida Business Corporation Act (the
"FBCA") and to reflect certain modern practices which enhance the Company's
corporate governance and align it with best practices. The Bylaws were effective
upon adoption by the Board.
The amendments to the Bylaws include the following:
? Throughout the Bylaws, updates have been made to permit electronic
transmission of certain notices and other documents and to permit meetings of
shareholders and directors solely by remote communication as provided by
amendments to the FBCA.
? Updating the percentage of shareholder votes required to call a special
meeting from 20% to 10% in order to comply with the requirements of the FBCA.
? Codification of the role of Chairman and Lead Director (if any).
? Addition of an advance notice provision pursuant to which shareholders may
submit nominations for members of the Board, which includes specified
procedural requirements and minimum qualifications for nominees elected
? Addition of a provision clarifying which director/officer will preside over
annual and special shareholder meetings.
? Addition of a provision providing that voting for directors can be done by
? Eliminate the supermajority vote requirement for a stockholder modification of
the number of Board members consistent with the requirements of the FBCA.
? Updating the provision regarding proxies to clarify the duration of proxies
and to provide for electronic transmission of proxies as provided by recent
amendments to the FBCA.
? Removal of a provision prohibiting committees from issuing shares in order to
conform to recent amendments to the FBCA.
? Updating the provision providing for the minimum size of committees from two
to one (except to the extent this is not permitted under the rules of the SEC
or NASDAQ) in order to conform to recent amendments to the FBCA.
? Updating the record date provision in accordance with the FBCA to permit dual
? Updating indemnification provisions to refer to the rights to indemnification
and applicable procedures under the FBCA.
In addition to the amendments set forth above, the Bylaws were also amended to
implement proxy access. The Bylaws include a new Section 3.18, Shareholder
Nominations Included in the Corporation's Proxy Materials, in Article III. The
added provisions outline specific requirements for utilizing proxy access,
including the following:
? proxy access will be available to a shareholder, or a group of up to 20
shareholders, owning at least 3% of the Company's outstanding common stock
continuously for the three-year period preceding and including the date of
submission of the nomination notice;
? the maximum number of proxy access nominees that will be included in the
Company's proxy materials with respect to an annual meeting of shareholders
will not exceed the greater of (i) two or (ii) 20% of the number of directors
of the Board (rounded to the nearest whole number) in office as of the last
day on which the proxy access nomination notice may be submitted; and
? nominating shareholders will be required to satisfy certain informational and
procedural requirements, including (i) that such shareholders do not have an
intent or objective to influence or change control of the Company, and (ii)
that their nominees will not have entered into any agreements as to how they
will vote or act on different matters.
The Bylaws were also amended to make certain other clarifications and technical
or non-substantive changes.
The foregoing description of the Bylaws does not purport to be complete and is
qualified in its entirety by reference to the full text of the Bylaws, which are
filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated
herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
Exhibits. The exhibit set forth in the
following Exhibit Index is being filed
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