0001040130FALSE00010401302024-08-022024-08-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 2, 2024
PetMed Express, Inc.
(Exact name of registrant as specified in its charter)
Florida
000-28827
65-0680967
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
420 South Congress Avenue, Delray Beach, Florida 33445
(Address of principal executive offices) (Zip Code)
(561) 526-4444
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $.001 per share
PETS
NASDAQ
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. o



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Officer

On August 2, 2024, the Board of Directors of PetMed Express, Inc. (“Company”) appointed Doug Krulik to serve as the Company’s Chief Accounting Officer to assume the duties of principal accounting officer and interim-principal financial officer effective August 19, 2024 (“Effective Date”).

Mr. Krulik, age 55, brings over 20 years of accounting and finance experience to the Company. Most recently, he served as Vice President Finance and Controller at Etherio Holdings, a private events and marketing company since 2021. Prior to Etherio, Mr. Krulik served as Vice President Finance and Controller at Jushi Holdings, Inc., a public company with rapidly growing retail and wholesale businesses, from 2019 to 2021. Mr. Krulik was the Financial Reporting Manager for Technical Accounting at Magic Leap, a private and rapidly growing technology startup company, from 2016 to 2019 and served as Controller of Hollywood Companies, a group of private and public media companies, from 2011 to 2016. Prior to Hollywood Companies, Mr. Krulik served in a variety of accounting and finance leadership roles at American Media and Benihana and was an Audit Manager with Deloitte & Touche. Mr. Krulik is a Certified Public Accountant and holds a Masters of Business Administration from the University of Miami.

Doug Krulik Offer Letter

On July 23, 2024, the Company entered into an offer letter (“Offer Letter”) with Mr. Krulik to set forth the terms and conditions of Mr. Krulik’s employment as Chief Accounting Officer of the Company. Mr. Krulik will receive an annual base salary of $300,000, he will be entitled to participate in the Company’s current employee benefit plans and programs, including medical, dental, vision, 401(k), and he will be eligible to receive annual equity awards under the Company’s equity incentive plans as in effect from time to time. Mr. Krulik will receive an initial equity award in respect of fiscal year 2025 consisting of an award of 40,000 restricted stock units (“RSUs”). Such RSUs shall vest in equal one-third increments on each of the first three (3) anniversaries of the grant date. Mr. Krulik will be entitled to severance benefits in the event the Company terminates his employment other than for Cause (as defined in the Offer Letter) within his first full year of employment, consisting of six months of severance pay at his base salary at the time of termination.

The description in this report of Mr. Krulik’s Offer Letter does not purport to be complete, and is qualified in its entirety by reference to the full text of the Offer Letter attached hereto as Exhibit 10.1, which is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure

On August 5, 2024, the Company issued a press release announcing the appointment of Mr. Krulik as Chief Accounting Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01 and the related information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act except as set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits
Exhibit No.
Description
10.1
99.1
104
Cover Page Interactive Data File (formatted as Inline XBRL)


* * *
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 5, 2024
PETMED EXPRESS, INC.
By:/s/ Sandra Compos
Name:
Sandra Campos
Title:
Chief Executive Officer and President
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Exhibit 10.1

DELIVERED ELECTRONICALLY                             July 22, 2024

Douglas Krulik
RE:    Offer of Employment

Dear Mr. Krulik:

We appreciate your interest in PetMed Express, Inc. (the “Company”). On behalf of the Company, I am pleased to present you with this offer of employment. We are offering you the full-time position of Title of Chief Accounting Officer, reporting to Sandra Campos, President & Chief Executive Officer. Your employment will be based in the Company’s Delray Beach, FL office where you will be expected to have regular attendance of at least three (3) days per week subject to future revision by the Company. This offer is contingent upon successful completion of both the background check and pre-employment drug screening. This offer of employment will expire in three (3) business days.

We anticipate that your start date will be on or about 12-AUG-2024.

Also, as we discussed, your compensation is described on the attached exhibit, entitled “Compensation Structure.”

As an employee at the Company, you are also entitled to participate in the Company’s employee benefit plans or programs (if any) to the extent you are eligible to participate under the specific plan’s provisions. Such plans and programs currently include, but are not limited to, the following:

Medical Insurance                Company Sponsored 401(k)
Dental Insurance                Voluntary Life Insurance
Vision Insurance                Voluntary Spouse & Dependent Insurance
Voluntary Short-Term Disability             Flexible Spending Accounts – Medical & Dependent
Voluntary Long-Term Disability            PetMeds Employee Discount

Medical, dental, & vision coverages on the first day of employment. You will become eligible for FSA, Short Term & Long-Term Disability and Life Insurance coverages on the first of the month following thirty (30) days of employment. Employees are eligible to participate in the 401(k) program after ninety (90) days of employment. These benefits are governed by the rules of each policy. The Company policies and benefit plans, which may be modified at the Company’s discretion in the future, describe what contributions, if any, are made to the plans on the employee’s behalf.

In addition to the foregoing benefits, you are eligible for Flexible Paid Time Off as in accordance with the policy.



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The terms of your employment will be governed by the policies and procedures outlined in the Company’s Employee Handbook. Your employment with the Company is “at-will”, which means that either you or the Company may terminate the employment relationship at any time. While we have outlined the general benefits and terms of the employment relationship in this letter, this letter is not a contract of employment for any specified period of time and should not be construed as such.

As a condition of your employment, you will be required to sign the Company’s standard Non-Disclosure, Non-Solicitation, Non-Compete and Work For Hire Agreement which is enclosed. As required by federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated.

By signing this offer of employment letter, you confirm that (i) you are not bound by any covenant, contract, agreement or other legal obligations that would prohibit or restrict you in any manner from performing your duties for the Company, and you are not aware of any presently existing fact, circumstance or event which would prohibit or restrict you from providing to the Company the services contemplated by this letter of agreement, and (ii) you will not disclose to or use on behalf of the Company any proprietary information of a third party without that party’s written consent.

In order to accept this offer of employment letter, you will need to sign and return this letter along with the signed original(s) of the document(s) listed below:

Background Screening Authorization Form
Drug Screening Authorization Form

We look forward to building our relationship with you and ask you to confirm your acceptance of this offer by signing below and returning a signed copy to us by 25-JUL-2024. Should you have any questions regarding the documents you need to return to accept this offer of employment, please do not hesitate to contact me at your earliest convenience.

Very truly yours,

/s/ Sandra Y. Campos                                         
Sandra Y. Campos
President & Chief Executive Officer
                                    
I hereby accept the offer of employment stated in this letter.

/s/ Doug Krulik                 7/23/2024_    
Douglas Krulik             Date





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Compensation Structure


Base Annual Salary:    $300,000

You will be paid on a bi-weekly frequency in accordance with the Company’s standard payroll practice for employees and subject to applicable withholding taxes.

The position is an Exempt position and is not eligible for overtime pay in accordance with the company policy.

Restricted Stock
Following your date of hire, you will be eligible to be granted an award of 40,000 restricted stock units (“RSUs”) under the Company’s 2022 Employee Equity Compensation Plan. Such RSUs shall vest in equal one-third increments on each of the first three (3) anniversaries of the grant date, subject to your continued employment by the Company on each such vesting date, and such RSUs shall otherwise be granted pursuant to, subject to, and in accordance with the Company’s standard form of RSU Award Agreement (including the termination and forfeiture terms set forth therein) and the 2022 Employee Equity Compensation Plan.

You will be eligible for future annual RSU or other equity grants, in the discretion of the Board of Directors of Compensation Committee thereof, which may be comprised of a combination of restricted stock, RSUs, restricted performance stock, and/or performance stock units. The performance under restricted performance stock or performance stock units will, if applicable, be determined in a future agreement and will be in accordance with the policy set forth at that time.

Severance
If the Company terminates your employment other than for cause within your first full year of employment, you will be entitled to six (6) months of severance pay at your base salary at the time of your termination. “Cause” shall mean (a) committing or participating in an act of fraud, neglect, misrepresentation, embezzlement or dishonesty against the Company; (b) committing or participating in any other act or omission wantonly, willfully, recklessly or in a manner which was negligent against the Company; (c) engaging in a criminal enterprise involving moral turpitude; (d) conviction for a felony under the laws of the United States or any state thereof; (e) loss of any state or federal license required for you to perform your material duties or responsibilities for the Company. This severance clause will expire at the end of your first year of employment.


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EXHIBIT 99.1

PetMed Express, Inc. Announces Appointment of Doug Krulik as Chief Accounting Officer

Krulik Brings More than 20 Years of Leadership Experience in Finance and Accounting

DELRAY BEACH, Fla., August 5, 2024 (GLOBE NEWSWIRE) -- PetMed Express, Inc., dba PetMeds and parent company of PetCareRx, (Nasdaq: PETS) (the "Company") today announced the appointment of Doug Krulik as Chief Accounting Officer (CAO) effective August 19, 2024. Krulik comes to PetMeds with more than 20 years of leadership experience in finance and accounting, most recently with Etherio Holdings as its Vice President Finance and Controller. In this newly created role, he will oversee all aspects of the Company's accounting functions, including financial reporting, treasury, tax, compliance, and internal controls. Krulik will report directly to the Office of the Chief Financial Officer.

“Doug’s deep accounting expertise is a welcome addition and we are thrilled to have him join PetMeds at such a pivotal time in our growth journey," said Sandra Campos, President and CEO. “He is a seasoned executive with a proven track record of success in improving accounting operations, compliance and internal controls. Doug also brings a strong team orientation and a shared commitment to our consumer-centric vision of prioritizing pets' needs in all we do. The creation of this new role aligns with our ongoing initiatives to enhance operational excellence and strengthen our financial governance.”

"I am excited to be joining PetMeds and look forward to partnering with the team to improve our accounting and reporting processes, reinforce our commitment to integrity of the financials and the internal control environment, and advance the Company's priorities for driving growth and profitability, creating value for all stakeholders,” said Doug Krulik.

About Doug Krulik

Mr. Krulik brings over 20 years of accounting and finance experience to PetMeds. Most recently, he served as Vice President Finance and Controller at Etherio Holdings, a private events and marketing company since 2021. Prior to Etherio, Krulik served as Vice President Finance and Controller at Jushi Holdings, Inc., a public company with rapidly growing retail and wholesale businesses, from 2019 to 2021. Krulik was the Financial Reporting Manager for Technical Accounting at Magic Leap, a private and rapidly growing technology startup company, from 2016 to 2019 and served as Controller of Hollywood Companies, a group of private and public media companies, from 2011 to 2016. Prior to Hollywood Companies, Krulik served in a variety of accounting and finance leadership roles at American Media and Benihana and was an Audit Manager with Deloitte & Touche. Mr. Krulik is a Certified Public Accountant and holds a Masters of Business Administration from the University of Miami.

About PetMed Express, Inc.

Founded in 1996, PetMeds is a leader in pioneering the digital pet pharmacy industry. As a national online retailer, PetMeds.com and PetCareRx.com are top choices for delivering preventive and chronic symptom prescriptions and OTC medications and products through their thousands of veterinary partners and a loyal customer base. Leveraging telehealth and insurance partnerships, they offer unparalleled value and convenience to pet parents at every stage of their pets' lives, whether dogs, cats, or horses. PetMeds and PetCareRx provide a comprehensive range of medications, food products, and essential supplies through their websites, www.PetMeds.com and www.PetCareRx.com.

Forward Looking Statement
This press release may contain “forward-looking statements”, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve a number of risks and uncertainties, including the Company’s ability to meet the objectives included in its business plan. Important factors that could cause results to differ materially from those indicated by such forward-looking


statements are set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in the Company’s Annual Report on Form 10-K for the year ended March 31, 2024. The Company’s future results may also be impacted by other risk factors listed from time to time in the Company’s filings with the Securities and Exchange Commission, including, but not limited to, the Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and periodic filings on Form 8-K. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this press release and should not be relied upon as representing the Company’s views as of any subsequent date. The Company explicitly disclaims any obligation to update any forward-looking statements, other than as may be required by law. If the Company does update one or more forward-looking statements, no inference should be made that the Company will make additional updates with respect to those or other forward-looking statements.

Investor Contact:
ICR, LLC
John Mills
(646) 277-1254

Reed Anderson
(646) 277-1260

investor@petmeds.com


v3.24.2.u1
Cover
Aug. 02, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 02, 2024
Entity Registrant Name PetMed Express, Inc.
Entity Incorporation, State or Country Code FL
Entity File Number 000-28827
Entity Tax Identification Number 65-0680967
Entity Address, Address Line One 420 South Congress Avenue
Entity Address, City or Town Delray Beach
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33445
City Area Code 561
Local Phone Number 526-4444
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $.001 per share
Trading Symbol PETS
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001040130
Amendment Flag false
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