Item 5.07 Submission of Matters to a Vote of Security Holders.

PetMed Express, Inc. (the "Company", "we", or "our") held its Annual Meeting of Stockholders in Delray Beach, Florida on July 31, 2020 ("Annual Meeting"). Stockholders voted on the following proposals:





  1.  To elect six Directors to the Board of Directors for a one-year term
      expiring in 2021;




  2. To conduct an advisory vote on named executive officer compensation;




  3. To ratify the appointment of RSM US LLP, as the independent registered public
     accounting firm for the Company to serve for the 2021 fiscal year.

The proposals presented at the Annual Meeting are described in more detail in the Company's Proxy Statement on Schedule 14A that was filed with the United States Securities and Exchange Commission on June 19, 2020. As of June 1, 2020, the record date for the Annual Meeting, there were 20,166,382 shares of the Company's common stock issued and outstanding and eligible to be voted at the Annual Meeting. A total of 17,462,930 shares were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the Annual Meeting. With a majority of the outstanding shares voting either by proxy or in person, our stockholders cast their votes as described below.

1. The individuals listed below were elected at the Annual Meeting to serve as directors of the Company until the next annual meeting of shareholders and until their successors are duly elected and qualified:





Proposal 1:                  For            Against       Abstain       Broker Non-Votes
Election of Directors:
Menderes Akdag             12,636,106         151,655       25,859              4,649,310
Leslie C.G. Campbell       10,715,251       2,072,291       26,079              4,649,309
Frank J. Formica           12,019,950         765,942       27,729              4,649,309
Gian M. Fulgoni            10,471,396       2,310,508       31,716              4,649,310
Ronald J. Korn             11,296,059       1,490,473       27,089              4,649,309
Robert C. Schweitzer       11,303,608       1,482,253       27,760              4,649,309

2. An advisory resolution to approve named executive officer compensation was approved.





Proposal 2:

Advisory vote on the named executive officer compensation, as disclosed in the Company's Proxy Statement for the Annual Meeting.





   For           Against       Abstain       Broker Non-Votes
11,586,127       1,134,751       92,745           4,649,307

3. A management proposal to ratify the appointment of RMS US LLP as the Company's independent registered public accounting firm for fiscal year 2021 was approved.





Proposal 3:

To ratify the appointment of RSM US LLP as the independent registered public accounting firm for the Company to serve for the 2021 fiscal year.





   For          Against       Abstain
17,192,535       163,712       106,683

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