Petco Health and Wellness Company (WOOF) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 30, 2026, and will be held virtually to maximize shareholder access and participation at no additional cost.

• Shareholders will vote on four key proposals: election of directors, advisory approval of executive compensation, amendment to the equity incentive plan, and auditor ratification.

• The board unanimously recommends voting in favor of all proposals.

• The company is classified as a controlled company, with the principal stockholder holding over 51% voting power for director elections.

Voting matters and shareholder proposals

• Proposal 1: Election of four Class III directors for three-year terms.

• Proposal 2: Advisory vote on executive compensation (say-on-pay).

• Proposal 3: Approval of the Second Amendment to the 2021 Equity Incentive Plan, increasing authorized shares by 15.5 million.

• Proposal 4: Ratification of Ernst & Young LLP as independent auditor for fiscal year ending January 30, 2027.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of ten directors, four of whom are independent; average tenure is six years and average age is 57.

• Board leadership structure separates Chairman and CEO roles.

• Principal stockholder retains significant nomination and committee rights under a stockholder agreement.

• Committees include audit, compensation, and nominating/governance, each with defined charters and responsibilities.

• Director compensation includes cash retainers, committee fees, and annual equity grants; non-employee directors receive $100,000 annual cash retainer and $165,000 in RSUs.