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 earliest event reported: June 15, 2011

PetSmart, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		0-21888		94-3024325
(State or Other Jurisdiction of		(Commission File Number)		(IRS Employer
Incorporation)				Identification No.)

19601 North 27^th Avenue, Phoenix, Arizona 85027

(Address of Principal Executive Offices) (Zip Code)

(623) 580-6100

(Registrant’s telephone number, including area code)

N/A

(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))

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangement for Certain Officers

     (d) Effective June 15, 2011, the Board of Directors of PetSmart, Inc. (the “Company”) appointed Angel Cabrera, Ph.D. to the Company’s Corporate Governance and Nominating Committee. Dr. Cabrera was appointed to the Board effective December 9, 2010, and was re-elected to the Board by the Company’s stockholders at its Annual Stockholders Meeting held June 15, 2011. The Company previously filed a Form 8-K with the Securities and Exchange Commission concerning Dr. Cabrera’s initial election to the Board.

     (e) On June 15, 2011, PetSmart, Inc. held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”) at which stockholders approved the PetSmart 2011 Equity Incentive Plan (the “2011 Plan”). The full text of the 2011 Plan is attached as Appendix A to PetSmart’s definitive proxy statement on Schedule 14A filed with the SEC on May 2, 2011, and is incorporated herein by reference.

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

     The Annual Meeting of Stockholders of PetSmart, Inc. was held on June 15, 2011. The matters that were voted on at the meeting, and the final voting results as to each such matter, are set forth below.

     1. Election of Directors

		Votes For				Votes Against				Abstentions				Broker Non-votes
Angel Cabrera			95,630,930				87,874				183,994				7,819,956
Philip L. Francis			95,021,457				844,215				37,126				7,819,956
Rakesh Gangwal			95,732,179				97,930				72,686				7,819,956
Gregory P Josefowicz			94,074,649				1,755,573				72,579				7,819,956
Richard K. Lochridge			95,328,425				536,269				38,104				7,819,956
Robert F. Moran			95,538,454				324,957				39,387				7,819,956
Barbara A. Munder			95,245,499				618,305				38,994				7,819,956
Thomas G. Stemberg			93,514,496				2,350,283				38,019				7,819,956

In an uncontested election, nominees must receive a majority of the votes present, in person or represented by proxy, and entitled to vote at the Annual Meeting. The stockholders elected all eight director nominees.

     2. Ratification of appointment of Deloitte & Touche LLP as our independent registered accounting firm.

Votes For		Votes Against		Abstentions		Broker Non-votes
102,516,459		1,119,781		83,514		0

     3. Approval of the PetSmart, Inc. 2011 Equity Incentive Plan:

Votes For		Votes Against		Abstentions		Broker Non-votes
72,095,419		22,618,721		1,188,658		7,819,956

     4. Advisory vote concerning executive compensation:

Votes For		Votes Against		Abstentions		Broker Non-votes
89,158,180		5,716,328		1,028,290		7,819,956

     5. Advisory vote concerning the frequency of an advisory vote on executive compensation:

One Year		Two Years		Three Years		Abstentions
85,135,031		186,809		9,611,788		969,170

     In light of the foregoing advisory vote on the frequency of an advisory vote on executive compensation, PetSmart, Inc. will hold an advisory vote on executive compensation annually, until the next required vote on the frequency of shareholder votes on executive compensation.

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.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits

10.1		PetSmart, Inc. 2011 Equity Incentive Plan (previously filed as Appendix A to the Company’s definitive proxy statement on Schedule 14A filed with the SEC on May 2, 2011 and incorporated herein by reference)
10.2		Form of Nonstatutory Stock Option Agreement for 2011 Equity Incentive Plan
10.3		Form of Restricted Stock Agreement for 2011 Equity Incentive Plan
10.4		Form of Performance Share Unit Grant Notice and Performance Share Unit Agreement for 2011 Equity Incentive Plan