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 18, 2014
PetSmart, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-21888 | 94-3024325 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
19601 North 27th 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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The 2014 Annual Meeting of Stockholders of PetSmart, Inc. was held on June 18, 2014. 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.
To be elected as a director in an uncontested election, a nominee must receive the affirmative vote of a majority of the votes cast with respect to such nominee. All ten of the nominees for election as directors at the 2014 Annual Meeting were elected by the stockholders, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-votes | |||||||||||||
| Angel Cabrera |
61,590,432 | 740,828 | 7,869,613 | 9,877,516 | ||||||||||||
| Rita V. Foley |
61,584,932 | 746,424 | 7,869,517 | 9,877,516 | ||||||||||||
| Rakesh Gangwal |
61,585,836 | 739,628 | 7,875,409 | 9,877,516 | ||||||||||||
| Joseph S. Hardin, Jr. |
61,599,763 | 732,850 | 7,868,260 | 9,877,516 | ||||||||||||
| Gregory P. Josefowicz |
61,589,855 | 736,232 | 7,874,786 | 9,877,516 | ||||||||||||
| David K. Lenhardt |
61,471,072 | 857,647 | 7,872,154 | 9,877,516 | ||||||||||||
| Richard K. Lochridge |
60,263,512 | 2,068,177 | 7,869,184 | 9,877,516 | ||||||||||||
| Barbara Munder |
60,525,309 | 1,807,763 | 7,867,801 | 9,877,516 | ||||||||||||
| Elizabeth A. Nickels |
61,600,068 | 732,309 | 7,868,496 | 9,877,516 | ||||||||||||
| Thomas G. Stemberg |
60,432,455 | 1,894,384 | 7,874,034 | 9,877,516 | ||||||||||||
2. Ratification of appointment of Deloitte & Touche LLP as our independent registered accounting firm.
The stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered accounting firm for the 2014 fiscal year, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-votes | |||
| 78,467,311 |
995,965 | 615,113 | 0 |
3. Advisory vote to approve executive compensation.
The stockholders approved, by non-binding advisory vote, our executive compensation, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-votes | |||
| 59,648,109 |
2,466,045 | 8,106,719 | 9,877,516 |
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.
| PetSmart, Inc. | ||||||
| By: | /s/ J. Dale Brunk | |||||
| Dated: June 23, 2014 |
J. Dale Brunk | |||||
| Vice President, Deputy General Counsel, and Assistant Secretary | ||||||