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

On June 28, 2022, Petco Health and Wellness Company, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). The matters voted upon at the Annual Meeting were: (1) the election of Christy Lake, R. Michael (Mike) Mohan, Jennifer Pereira, and Christopher Stadler (the "Director Nominees") to the Board of Directors of the Company (the "Board") as Class II directors, each to serve for a three-year term expiring at the Company's 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, removal, retirement, or disqualification ("Proposal 1"); (2) the approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers ("Proposal 2"); and (3) the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 28, 2023 ("Proposal 3").

Holders of the Company's Class A common stock were entitled to vote on all matters presented for stockholder vote at the Annual Meeting. Holders of the Company's Class B-1 common stock were entitled to vote on all matters presented for stockholder vote at the Annual Meeting, except for Proposal 1. Holders of the Company's Class B-2 common stock were entitled to vote only on Proposal 1 at the Annual Meeting.

Based on the votes cast by holders of Class A common stock, Class B-1 common stock, and Class B-2 common stock, with Class A and Class B-2 common stock voting together on Proposal 1, and Class A and Class B-1 common stock voting together on Proposals 2 and 3, the final results for each proposal presented to stockholders at the Annual Meeting are set forth below:

1. The election of the Director Nominees to the Board as Class II directors


   (Proposal 1):



   Director Nominee      Votes For  Votes Withheld Broker Non-Votes
Christy Lake            225,483,507   21,322,949      9,382,257

R. Michael (Mike) Mohan 225,342,970 21,463,486 9,382,257 Jennifer Pereira 220,665,790 26,140,666 9,382,257 Christopher Stadler 220,641,959 26,164,497 9,382,257

2. The approval, on a non-binding, advisory basis, of the compensation of the

Company's named executive officers (Proposal 2):

Votes For Votes Against Abstentions Broker Non-Votes 245,814,926 930,308 61,222 9,382,257

3. The ratification of the appointment of Ernst & Young LLP as the Company's

independent registered public accounting firm for the fiscal year ending

January 28, 2023 (Proposal 3):





 Votes For  Votes Against Abstentions
256,033,548    114,190      40,975

No other matters were considered and voted on by the Company's stockholders at the Annual Meeting.

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