Murphy to support leadership team's initiatives
to improve profitability and drive long-term growth
SAN
DIEGO, May 14, 2024 /PRNewswire/ -- Petco Health
and Wellness Company, Inc. (Nasdaq: WOOF), today announced the
appointment of Glenn Murphy as
Executive Chairman of the Board of Directors, effective
immediately.
As Executive Chairman, Murphy will support the Petco leadership
team's focus on improving profitability while implementing
strategic actions to drive long-term growth. He will play a lead
role in the Board of Directors' ongoing search for a permanent
Chief Executive Officer.
"Glenn is a proven leader and innovator with a track record of
success across multiple retail sectors over the past three
decades," said Cameron Breitner,
member of the Petco Board of Directors. "His experience driving
profitable growth through periods of transition will provide great
value to Petco's leadership team and the Board of Directors during
this important period for the company."
"Petco is a well-regarded brand in the high-growth pet category
with a differentiated approach that I believe is positioned to
create significant long-term shareholder value," said Murphy. "In
evaluating the Executive Chairman role over the past several
months, I have built conviction that there are many tangible
opportunities to improve near-term operating and financial
performance and deliver attractive long-term growth. I look forward
to working closely with management and the Board of Directors
toward these objectives."
Murphy is currently the CEO of the high-impact, consumer-focused
investment firm FIS Holdings (www.fis-holdings.com). Prior to
founding FIS Holdings, he served as Chairman of the Board,
including in the role of Executive Chairman for an interim period,
at lululemon athletica inc. Murphy also served as Chairman and CEO
at Gap, Inc. from 2007- 2014. Murphy previously served as Chairman
and CEO of Shoppers Drug Mart Inc. He began his career and spent
over a decade at Loblaw Companies.
As part of his appointment, Murphy has purchased 1,470,589
shares of Petco's Class A common stock for approximately
$2.5 million in a transaction exempt
from registration under Section 4(a)(2) of the Securities Act of
1933, as amended. The shares are subject to a holding period ending
May 13, 2026 with respect to 50% of
the shares and May 13, 2027 with
respect to the remaining shares.
Additionally, in connection with his appointment, Murphy will
receive the following one-time inducement awards on May 24, 2024: (i) 1,000,000 restricted stock
units; and (ii) stock options to purchase between 3,500,000 and
4,250,000 shares of Petco's Class A common stock with exercise
prices ranging from $2.50 (or, if
greater, Petco's closing stock price on May
24, 2024) to $10.00. See below
for additional details.
Following these changes, Petco Health and Wellness Company,
Inc.'s Board of Directors will be composed of eleven
members.
Inducement Awards
In connection with his appointment, Glenn Murphy will receive the following one-time
inducement awards on May 24, 2024:
(i) 1,000,000 restricted stock units; (ii) stock options to
purchase 750,000 shares of Petco's Class A common stock with an
exercise price equal to $2.50 (the
"First Option"); (iii) stock options to purchase 750,000 shares
with an exercise price equal to $5.00; (iv) stock options to purchase 1,000,000
shares with an exercise price equal to $7.50; and (v) stock options to purchase
1,000,000 shares with an exercise price equal to $10.00; provided, however, that the exercise
price of the stock options will not be less than Petco's closing
stock price on May 24, 2024. If the
closing stock price on May 24, 2024
exceeds $2.50, then the number of
shares subject to the First Option will be increased on a linear
basis by up to 750,000 additional shares (or 1,500,000 shares in
the aggregate) with an exercise price up to $5.00. All of the employment inducement awards
will vest in equal quarterly installments over the three-year
period following May 14, 2024, with
shares received upon exercise or settlement of such awards subject
to a holding period ending May 14,
2027.
The inducement awards will be granted as a material inducement
to Glenn Murphy's employment and
were unanimously approved by a majority of the independent members
of the Petco Board of Directors, in accordance with Nasdaq Listing
Rule 5635(c)(4). The awards will be granted outside of Petco's
equity incentive plans.
About Petco, The Health + Wellness Co.
Founded in 1965, Petco is a category-defining health and
wellness company focused on improving the lives of pets, pet
parents and our own Petco partners. We've consistently set new
standards in pet care while delivering comprehensive pet wellness
products, services and solutions, and creating communities that
deepen the pet-pet parent bond. We operate more than 1,500 pet care
centers across the U.S., Mexico
and Puerto Rico, which offer
merchandise, companion animals, grooming, training and a growing
network of on-site veterinary hospitals and mobile veterinary
clinics. Our complete pet health and wellness ecosystem is
accessible through our pet care centers and digitally at petco.com
and on the Petco app. In tandem with Petco Love, an independent
nonprofit organization, we work with and support thousands of local
animal welfare groups across the country and, through in-store
adoption events, we've helped find homes for nearly 7 million
animals.
Forward-Looking Statements:
This press release
contains 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, concerning
expectations, beliefs, plans, objectives, goals, strategies, future
events or performance and underlying assumptions and other
statements that are other than statements of historical fact.
Although Petco believes that the expectations and assumptions
reflected in these statements are reasonable, there can be no
assurance that these expectations will prove to be correct.
Forward-looking statements are subject to many risks and
uncertainties, including, but not limited to, the following: our
ability to successfully manage leadership transition, execute on
our strategy and drive profitability, and the risk factors we
identify in our Securities and Exchange
Commission filings, and actual results may differ materially
from the results discussed in such forward-looking statements.
Petco undertakes no duty to update publicly any forward-looking
statement that it may make, whether as a result of new information,
future events or otherwise, except as may be required by applicable
law, regulation, or other competent legal authority.
Media Contact: Benjamin
Thiele-Long, benjamin.thiele-long@petco.com; IR Contact:
InvestorRelations@petco.com
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SOURCE Petco Health and Wellness Company, Inc.
