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TIME AND DATE:
Friday, June 7, 2024
at 9:00 a.m. Mountain Daylight Time
PLACE:
PetIQ’s headquarters at
230 East Riverside Drive, Eagle, Idaho 83616
RECORD DATE:
April 12, 2024 (the “Record Date”)
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ITEMS TO BE VOTED ON:
1.
To elect five directors to hold office until the annual meeting of stockholders to be held in 2025 and until their successors are duly elected and qualified (Proposal One);
2.
To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal Two);
3.
To approve, on an advisory, non-binding basis, the compensation of our named executive officers (Proposal Three);
4.
To approve the PetIQ, Inc. 2024 Omnibus Incentive Plan (Proposal Four); and
5.
To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
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HOW TO VOTE:
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IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS ANNUAL MEETING. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE HOPE THAT YOU WILL PROMPTLY VOTE AND SUBMIT YOUR PROXY BY TELEPHONE, MAIL OR VIA THE INTERNET, AS DESCRIBED IN THE PROXY STATEMENT. THIS WILL NOT LIMIT YOUR RIGHTS TO ATTEND OR VOTE AT THE ANNUAL MEETING.
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 7, 2024.
We are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. We will mail a Notice of Internet Availability of Proxy Materials to certain of our stockholders. This Notice contains instructions about how to access our proxy materials and vote online or vote by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via e-mail unless you elect otherwise.
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PROPOSAL ONE
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PROPOSAL TWO
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PROPOSAL THREE
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PROPOSAL FOUR
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Date and Time
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Location
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Record Date
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Friday, June 7, 2024,
at 9:00 a.m. Mountain Daylight Time |
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PetIQ’s corporate headquarters,
230 East Riverside Drive, Eagle, Idaho 83616 |
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April 12, 2024
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Proposal
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Board
Recommendation |
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1
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Election of directors (page 4)
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FOR
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2
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Ratification of Selection of Independent Registered Public Accounting Firm (page 34)
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FOR
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3
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Approval on an advisory, non-binding basis of our executive compensation (page 62)
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FOR
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4
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Approval of 2024 Omnibus Incentive Plan (page 64)
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FOR
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Board Committees(1)
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Name
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Director
Since |
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Independent
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Compensation
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Audit
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Nominating and
Corporate Governance |
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| McCord Christensen* | | | | | 2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Allan Hall | | | | | 2022 | | | | | | X | | | | | | | | | | | | | | C | | | | | | | | | | |
| Mark First | | | | | 2017 | | | | | | X | | | | | | | C | | | | | | | | | | | | | | X | | | |
| Scott Huff | | | | | 2019 | | | | | | X | | | | | | | X | | | | | | | | | | | | | | C | | | |
| Kimberly Lefko | | | | | 2021 | | | | | | X | | | | | | | | | | | | | | X | | | | | | | | | | |
| Sheryl O’Loughlin | | | | | 2021 | | | | | | X | | | | | | | X | | | | | | | | | | | | | | | | | |
| Kenneth Walker | | | | | 2022 | | | | | | X | | | | | | | | | | | | | | X | | | | | | | | | | |
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Recommendation of the Board
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The Board recommends that stockholders vote “FOR” the election of
each director nominee. |
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MCCORD CHRISTENSEN
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Chief Executive Officer and Chairman
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Director since: 2017
Age: 51
Board Committees:
•
None
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Experience
•
Mr. Christensen co-founded PetIQ in 2010 and has served as our Chief Executive Officer since our inception and as Chairman of our Board since our IPO in 2017.
•
In addition to his leadership responsibilities as Chairman and CEO, Mr. Christensen’s expertise in retail and consumer products has enabled PetIQ to deliver targeted and well-executed commercial programs and products across the retail industry.
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Prior to founding PetIQ, gained extensive retail and management experience working for Albertson’s, Inc. and as an executive in consumer product companies selling to leading U.S. retailers.
Education
Mr. Christensen holds a Bachelor of Science in Finance from Boise State University.
Qualification
We believe Mr. Christensen’s qualifications to serve as a director of our Company include his role of Chief Executive Officer of the Company, his experience in the consumer and retail industries, his expertise in corporate strategy and development, his demonstrated business acumen and his extensive experience identifying, consummating and integrating acquisitions.
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ALLAN HALL
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Director
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Independent
Director since: 2022
Age: 60
Board Committees:
•
Audit
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Experience
•
Retired from Deloitte in May of 2022 after serving as an Audit and Assurance Partner since 2001.
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Began his accounting career with Touche Ross in 1988.
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Significant experience serving multinational public and private companies, specializing in audits of the retail and consumer business, manufacturing and service industries.
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Served as the Office Audit Leader for Deloitte’s Boise practice from 2011 through 2022.
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In addition to his leadership roles at Deloitte, Mr. Hall is recognized as a specialist in complex accounting matters, Securities and Exchange Commission reporting issues and Public Company Accounting and Oversight Board audits.
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Significant experience interfacing with Audit Committees and members of public company boards of directors.
Education
Mr. Hall holds a Bachelor of Science degree in Accounting from Brigham Young University.
Qualification
We believe Mr. Hall’s qualifications to serve as a director of our Company include his extensive accounting experience and service in audit roles serving multinational public and private companies.
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KIMBERLY LEFKO
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Director
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Independent
Director since: 2021
Age: 51
Board Committees:
•
Audit
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Experience
•
Chief Marketing Officer for Ace Hardware Corporation since 2018.
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Held various positions with Weber-Stephen Products LLC including Chief Marketing Officer, General Manager and Executive Vice President of Marketing from 2013 to 2018.
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Senior Vice President of Sales and Company Officer of Marketing for Radio Flyer from 2010 to 2013.Prior to that, served in various positions for Graco Children’s Products (a Newell Rubbermaid Company) from 2001 to 2010.
Education
Ms. Lefko holds a Bachelor of Applied Science in Marketing and Economics from Cornell University, completed Pricing and P&L Management curriculum from the Wharton School of the University of Pennsylvania, and Transformational Strategy program from the Kellogg School of Management.
Qualification
Ms. Lefko’s qualifications to serve as a director include her retail and marketing experience.
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SHERYL O’LOUGHLIN
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Director
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Independent
Director since: 2021
Age: 57
Board Committees:
•
Compensation
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Experience
•
Co-founder of the JEDI (Justice, Equity, Diversity and Inclusion) Collaborative since 2019 and was the co-founder and former chair of the Women on Boards Project from 2019 until August 2022.
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Served as CEO and President for REBBL Inc., a premium, organic beverage brand powered by super herbs, from January 2015 to June 2019 and the co-founder and CEO of Plum Organics from 2007 to 2011.
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CEO for Clif Bar & Company from 1998 to 2007.
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Served as the Executive Director for Entrepreneurial Studies at Stanford Graduate School of Business from 2011 to 2013.
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Has served on numerous private company boards of directors, including Zuke’s LLC (2010-2014), Gardein Inc. (2013-2014), ThinkThin LLC (2013-2015), Foodstirs Inc. (2019-2020), Miyoko’s Creamery (2022-2023) and Simple Mills (2022-present).
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Has served on numerous advisory boards, including Rip Van Wafels (2013-2017), Sugar Bowl Bakery (2015-2017), and S. Martinelli & Company (2019-present).
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Has served on the board of directors of One Step Closer to a Sustainable Community since 2019, the board of the American Sustainable Business Council (2011-2016) and advisor to the Harvest Summit (2016-2019).
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Author of Killing It: An Entrepreneurs’ Guide to Keeping Your Head Without Losing Your Heart. •
Education
Ms. O’Loughlin holds a Bachelor of Business Administration in Marketing from the University of Michigan and an MBA in Marketing and Finance from the Kellogg School of Management.
Qualification
We believe Ms. O’Loughlin’s qualifications to serve as a director of our Company include her experience in the consumer and retail industries.
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KENNETH WALKER
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Director
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Independent
Director since: 2022
Age: 49
Board Committees:
•
Audit
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Experience
•
Chief Financial Officer for Cornerstone Brands, a subsidiary of Qurate Retail Inc., a multi-billion dollar holding company for QVC, HSN, Ballard Designs, and Frontgate, among others, since July 2020.
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Vice President of Finance and Corporate Controller for Cornerstone Brands from August 2013 to June 2020. Senior Director of Financial Planning and Accounting for Macys, Inc. for its omni-channel business from 2009 to 2013.
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Held various roles for Procter & Gamble where he spent 13 years in roles of increasing responsibility before becoming Associate Director, Global Financial Planning and Analysis for the Family Health Business Unit.
Education
Mr. Walker holds a Bachelor of Science in Business Administration from Washington University and holds an MBA from Xavier University. Mr. Walker has also been a lecturer for various courses at Miami of Ohio University’s Farmer School of Business for the past seven years.
Qualification
We believe Mr. Walker’s qualifications to serve as a director of our Company include his financial expertise and extensive experience in the consumer and retail industries.
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Name
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Position
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| McCord Christensen | | | Chief Executive Officer and Board Chair | |
| Michael Smith | | | President and Chief Operating Officer | |
| Zvi Glasman | | | Chief Financial Officer | |
| John Pearson | | | Executive Vice President, Services & Manufactured Products | |
| William Carter | | | Executive Vice President and General Counsel | |
| Mark First | | | Lead Independent Director | |
| Allan Hall | | | Independent Director | |
| Scott Huff | | | Independent Director | |
| Kimberly Lefko | | | Independent Director | |
| Sheryl O’Loughlin | | | Independent Director | |
| Kenneth Walker | | | Independent Director | |
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MARK FIRST
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Lead Independent Director
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Independent
Director since: 2017
Age: 59
Board Committees:
•
Compensation (Chair)
•
Nominating and Corporate Governance
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Experience
•
Prior to our IPO, Mr. First served as a member of PetIQ Holdings, LLC’s board of managers from 2012 until 2017.
•
Managing Director for Eos Management, L.P., an affiliate of ECP Helios Partners IV, L.P. and Eos Partners, L.P. (the “Eos Funds”), where he has been employed since March 1994.
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Investment banker with Morgan Stanley & Co. Incorporated from August 1991 until March 1994.
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Director for several privately owned companies and has been a director for Addus HomeCare, Inc. (Nasdaq: ADUS) since 2009.
Education
Mr. First holds a Bachelor of Science from The Wharton School of the University of Pennsylvania and a Master of Business Administration from Harvard Business School.
Qualification
We believe Mr. First’s qualifications to serve as a director of our Company include his experience as a director of other public companies and his experience in business, corporate strategy, acquiring and integrating businesses, and investment matters.
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SCOTT HUFF
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Director
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Independent
Director since: 2019
Age: 52
Board Committees:
•
Compensation Nominating and Corporate Governance (Chair)
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Experience
•
President North America for Jack Link’s Protein Snacks since June 2022.
•
Operating partner at New Road Capital and is the owner of a retail consulting firm, Amplify Retail Consulting LLC, which he started in June 2017.
•
Held various positions at Walmart Stores, Inc. from 1994 until 2017, including Merchandise Manager, Divisional Merchandise Manager, Vice President, and Regional Vice President, and most recently Executive Vice President of the Consumables and Health & Wellness division until retirement in June 2017.
Education
Mr. Huff holds a Bachelor of Science in Marketing from Missouri State University.
Qualification
We believe Mr. Huff’s qualifications to serve as a director of our Company include his experience in the retail industry.
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Zvi Glasman
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Chief Financial Officer
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Age: 60
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Mr. Glasman has served as our Chief Financial Officer since January 2022. Prior to joining PetIQ, Mr. Glasman held various private and public company CFO positions. From January 2021 to October 2021, he was the Chief Financial Officer of Faraday Future Intelligent Electric Inc., a publicly traded electric vehicle designer, marketer and manufacturer. From 2008 to 2020, Mr. Glasman was the Chief Financial Officer of Fox Factory Holdings Corp. (“Fox”), a designer, manufacturer and marketer of high-performance products and systems used primarily on bikes, side-by-side vehicles, ATVs, snowmobiles, motorcycles, automotive, and other off-road and on-road recreational vehicles with international operations. During his twelve-year tenure as at Fox, Mr. Glasman was an integral member of the executive team having successfully helped transition the business from a privately-held company to a publicly-traded company, executing and integrating five strategic M&A transactions, and consistently aligning the organization to deliver on its stated financial objectives for 25 quarters driving both sales growth and margin expansion. Mr. Glasman began his career in public accounting as a CPA. He graduated from The Pennsylvania State University with a Bachelor of Science, Finance.
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MICHAEL SMITH
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President and Chief Operating Officer
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Age: 46
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Mr. Smith has served as President and Chief Operating Officer since June 2022. He previously served as our Executive Vice President, Products Division from May 2019 to June 2022. Prior to joining PetIQ, Mr. Smith served in various leadership roles within the Pet and Personal Care categories for Walmart, Inc., since January 2015, most recently as Senior Buying Manager — Pets from February 2017 until May 2019. He previously worked as a Director for Colgate Palmolive October 2013 to January 2015. Prior to that, he served in various roles with Walmart, Procter & Gamble and Energizer. Mr. Smith earned a Bachelor of Science in Business Administration from the University of Arkansas.
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JOHN PEARSON
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Executive Vice President, Services & Manufactured Products
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Age: 37
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Mr. Pearson has served as the Company’s Senior Vice President, Head of Services since 2022, and was appointed Executive Vice President, Services & Manufactured Products, in August 2023. Prior to joining PetIQ, Pearson served as President and Chief Executive Officer of Good2Go Stores, a multi-state convenience store chain from March 2020 to May 2022. Under his leadership at Good2Go Stores, he added 19 locations and grew revenue 85% while delivering on strategic initiatives, including site selection optimization, enhanced SOPs, floor plans and planograms, as well as building the Rewards2Go program. Additionally, from 2009 to 2020, Mr. Pearson built a very strong track record in consumer retail, working across multiple product categories in key leadership roles helping to fuel growth at Walmart Inc. He earned a bachelor’s degree in Finance from Brigham Young University and a master’s degree in Business from the University of Arkansas.
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WILLIAM CARTER
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Executive Vice President and General Counsel
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Age: 54
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William Carter has served as our EVP & General Counsel since August 2023. Mr. Carter is an accomplished C-Suite retail and digital commerce executive with 20+ years of corporate law experience with both public traded and private companies. Prior to PetIQ, Mr. Carter served as SVP, Business for Chromadex Corp. (Nasdaq: CDXC) from June 2021 to August 2022, a partner with Dean & Carter, PLLC. from August 2022 until August 2023 and as Chief Legal Officer at Bodybuilding.com from May 2011 until October 2019. Prior to joining PetIQ, Mr. Carter was lead counsel in Albertsons, Inc.’s business law section from September 1995 to May 2005, during which he played a crucial role in shaping the legal landscape of the organization. Mr. Carter graduated from Boise State University with a Bachelor of Science in Political Science, Government & International Relations and subsequently earned a Juris Doctorate at the University of Idaho College of Law.
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Excellent track record of attendance at all Board and committee meetings in 2023
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Risk oversight by full Board and committees
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Comprehensive Corporate Governance Guidelines
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Strong Lead Independent Director
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Independent directors, led by Lead Independent Director, meet in executive sessions without management present
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Annual review of committee charters and Corporate Governance Guidelines
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Annual Board and committee self-evaluations
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Majority voting for the election of directors in uncontested elections
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Board diversity (2 of 7 directors are female; 1 of 7 directors is racially diverse)
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Insider Trading Policy prohibits exceptions to the no hedging of Company stock
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Board to be fully declassified in 2025
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No supermajority voting provisions in our Certificate of Incorporation
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Publish a variety of environmental, social and governance policies related to our efforts to become better stewards of our resources that are available at http://ir.petiq.com*
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Employ a member of our C-Suite responsible for oversight for our anti-bribery and anti-corruption program
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Audit Committee Charter includes oversight of information security, which includes cybersecurity
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Compensation Committee Charter includes oversight of human capital management
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Board directors are independent
All of our Audit, Compensation and Nominating and Corporate Governance Committee members are independent
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Board Diversity Matrix (As of April 19, 2024)
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Total Number of Directors: 7
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Female
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Male
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Non-Binary
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Did Not
Disclose Gender |
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Part I: Gender Identity
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| Directors | | | | | | 2 | | | | | | | 5 | | | | | | | — | | | | | | | — | | | |
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Part II: Demographic Background
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| African American or Black | | | | | | — | | | | | | | 1 | | | | | | | — | | | | | | | — | | | |
| Alaskan Native or Native American | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| Asian | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| Hispanic or LatinX | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| Native Hawaiian or Pacific Islander | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| White | | | | | | 2 | | | | | | | 4 | | | | | | | — | | | | | | | — | | | |
| Two or more races or ethnicities | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| LGBTQ+ | | | |
—
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| Did not disclose demographic background | | | |
—
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Board Committees(1)
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Name
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Compensation
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Audit
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Nominating and
Corporate Governance |
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| McCord Christensen* | | | | | | | | | | | | | | | | | | | | | | | |
| Allan Hall | | | | | | | | | | | | | C | | | | | | | | | | |
| Mark First | | | | | | C | | | | | | | | | | | | | | X | | | |
| Scott Huff | | | | | | X | | | | | | | | | | | | | | C | | | |
| Kimberly Lefko | | | | | | | | | | | | | X | | | | | | | | | | |
| Sheryl O’Loughlin | | | | | | X | | | | | | | | | | | | | | | | | |
| Kenneth Walker | | | | | | | | | | | | | X | | | | | | | | | | |
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Audit
Committee
Members:
Allan Hall (Chairman) Kenneth Walker Kimberly Lefko |
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Our Audit Committee is composed of Messrs. Hall and Walker and Ms. Lefko, with Mr. Hall serving as committee chair. Our Board has determined that each of Messrs. Hall and Walker and Ms. Lefko meets the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Nasdaq listing standards. Our Board has also determined that each of Messrs. Hall and Walker and Ms. Lefko qualifies as an “audit committee financial expert” within the meaning of SEC regulations. The primary purpose of the Audit Committee is to discharge the responsibilities of our Board with respect to our accounting, financial and other reporting and internal control practices and to oversee our independent registered public accounting firm and internal audit function. Specific responsibilities of our Audit Committee include:
•
appointing, compensating, retaining and overseeing the work of the independent registered public accounting firm;
•
evaluating the performance of our independent registered public accounting firm and determining whether to retain or terminate its services;
•
determining and pre-approving the engagement of our independent registered public accounting firm to perform audit services and any permissible non-audit services;
•
reviewing and discussing with management and our independent registered public accounting firm the results of the annual audit;
•
•
reviewing and discussing with management and our independent registered public accounting firm the Company’s quarterly and annual financial statements, including the Company’s disclosures under the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Company’s periodic reports;
•
reviewing with management and our independent registered public accounting firm significant issues that arise, if any, regarding accounting principles and financial statement presentation;
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•
reviewing and discussing with management and our independent registered public accounting firm the Company’s significant accounting policies and practices and any changes thereto;
•
conferring with management regarding the scope, adequacy and effectiveness of our internal controls over financial reporting;
•
discussing with management the process for assessing and managing risks, including the Company’s major financial risk exposures and the steps management has taken to monitor and control such expenses;
•
discussing with management the process for assessing and managing material risks relating to data privacy, technology and information security, including cybersecurity, threats and back-up of information systems, as well as our internal controls and disclosure controls and procedures relating to cybersecurity incidents;
•
regularly report to the Board and review with the full Board any issues that arise concerning: (a) the quality or integrity of the Company’s financial statements; (b) the Company’s compliance with legal or regulatory requirements; (c) the performance and independence of the Company’s independent auditor; or (d) the performance of the internal audit function;
•
establishing procedures for the receipt, retention and treatment of any complaints we receive regarding accounting, internal accounting controls or auditing matters, and reviewing any such complaints received by the Company; and
•
reviewing, ratifying and approving related party transactions and overseeing all transactions between us and any related party that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Our Audit Committee met four times in 2023.
|
|
|
Compensation
Committee
Members:
Mark First (Chairman) Scott Huff Sheryl O’Loughlin |
| | | | | |
Our Compensation Committee is composed of Messrs. First and Huff and Ms. O’Loughlin, with Mr. First serving as committee chair. Our Board has determined that each of Messrs. First and Huff and Ms. O’Loughlin is “independent” within the meaning of applicable Nasdaq listing standards and is a “non- employee director” as defined in Rule 16b-3 under the Exchange Act. The primary purpose of our Compensation Committee is to discharge the responsibilities of our Board to oversee our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors, and other senior management, as appropriate. Specific responsibilities of our Compensation Committee include:
•
reviewing and approving corporate performance goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers and evaluating performance in light thereof;
•
•
determining the compensation and other terms of employment of our Chief Executive Officer and, in consultation with the Chief Executive Officer, other executive officers;
•
administering our equity-based compensation plans and other incentive compensation plans;
|
|
| | | | | | | |
•
reviewing and approving the terms of any employment agreements, severance arrangements, change-of-control protections and any other compensatory arrangements for our executive officers, as appropriate;
•
reviewing incentive compensation arrangements to determine whether they encourage excessive risk-taking and reviewing the relationship between risk management policies and practices and compensation and evaluating compensation policies and practices that could mitigate such risk;
•
reviewing, evaluating and approving the compensation of our non-employee directors; and
•
reviewing and discussing with management our policies and practices related to management of human capital resources
The Compensation Committee also has the authority, in its sole discretion, to select and retain any compensation consultant to be used by the Company to assist with the execution of the Compensation Committee’s duties and responsibilities, or to engage independent counsel or other advisors as it deems necessary or appropriate to carry out its duties. The Compensation Committee did not engage a compensation consultant in 2022.
Our Compensation Committee met three times in 2023.
|
|
|
Nominating and Corporate Governance Committee
Members:
Scott Huff (Chairman) Mark First |
| | | | | |
Our Nominating and Corporate Governance Committee is composed of Messrs. First and Huff, with Mr. Huff serving as committee chair. The responsibilities of the Nominating and Corporate Governance Committee include:
•
identifying individuals qualified to become members of our Board, consistent with criteria included in our Corporate Governance Guidelines;
•
recommending director nominees to the Board;
•
recommending a chairperson to the Board;
•
recommending members and chairpersons of committees to the Board;
•
recommending executive officers to the Board;
•
reviewing and making recommendations to the Board regarding the appropriate size, performance, composition, duties, responsibilities and classes of the Board;
•
overseeing the annual self-evaluation of the Board and its committees; overseeing succession planning for the Chief Executive Officer;
•
overseeing a new director orientation program and continuing education program for current directors;
•
overseeing the Company’s corporate governance practices and procedures, including Board tenure and retirement policies, if any; and
•
reviewing any proposals properly and validly submitted by stockholders for action at the annual meeting of stockholders and make recommendations to the Board regarding action to be taken in response to each such proposal.
Our Nominating and Corporate Governance Committee met three times in 2023.
|
|
|
Audit Committee
|
| |
Compensation Committee
|
| |
Nominating and Corporate
Governance Committee |
|
| The Audit Committee oversees our risk management processes, including the adequacy of disclosures relating to significant risks. The Audit Committee also performs central oversight with respect to financial, accounting, operational and tax risks and steps the Company has taken to monitor and control such exposures. In addition, the Audit committee is responsible for oversight of the process for assessing and managing material risks relating to data privacy, technology, and information security, including cybersecurity, threats, and back-up of information systems on which the full Board is briefed at least annually. | | | The Compensation Committee oversees risks associated with the Company’s compensation policies and practices, including reviewing the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking and discussing the relationship between risk management policies and practices and compensation and evaluating compensation policies and practices that could mitigate any such risk. The Compensation Committee also oversees risks associated with the Company’s human capital. | | | The Nominating and Corporate Governance Committee oversees risks associated with corporate governance and board management, including matters related to Board diversity and CEO succession planning. | |
|
Name
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Stock Awards
($)(1) |
| |
Total
|
| |||||||||
| Mark First(2) | | | | | 72,500 | | | | | | 90,000 | | | | | | 162,500 | | |
| Allan Hall | | | | | 80,000 | | | | | | 90,000 | | | | | | 170,000 | | |
| Scott Huff(3) | | | | | 65,000 | | | | | | 90,000 | | | | | | 155,000 | | |
| Kimberly Lefko | | | | | 60,000 | | | | | | 90,000 | | | | | | 150,000 | | |
| Sheryl O’Loughlin | | | | | 60,000 | | | | | | 90,000 | | | | | | 150,000 | | |
| Kenneth Walker | | | | | 60,000 | | | | | | 90,000 | | | | | | 150,000 | | |
| | | |
Shares of Class A
Common Stock Beneficially Owned |
| |
Shares of Class B
Common Stock Beneficially Owned |
| |
Combined
Voting Power |
| |||||||||||||||||||||
| | | |
Number
|
| |
Percentage
|
| |
Number
|
| |
Percentage
|
| ||||||||||||||||||
|
5% Stockholders
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Eos Funds(1) | | | | | 1,972,687 | | | | | | 6.7% | | | | | | — | | | | | | — | | | | | | 6.6% | | |
| BlackRock, Inc.(2) | | | | | 2,911,862 | | | | | | 9.9% | | | | | | — | | | | | | — | | | | | | 9.8% | | |
| James Nathan Clarke(3) | | | | | 1,690,802 | | | | | | 5.7% | | | | | | — | | | | | | — | | | | | | 5,7% | | |
| The Vanguard Group(4) | | | | | 2,147,759 | | | | | | 7.3% | | | | | | — | | | | | | — | | | | | | 7.2% | | |
|
Named Executive Officers and Directors
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Allan Hall(5) | | | | | 6,730 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
| McCord Christensen(6) | | | | | 511,376 | | | | | | 1.7% | | | | | | 114,027 | | | | | | 49.2% | | | | | | 2.1% | | |
| Mark First(1)(5) | | | | | 1,985,157 | | | | | | 6.7% | | | | | | — | | | | | | — | | | | | | 6.7% | | |
| Scott Huff(5) | | | | | 12,117 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
| Kimberly Lefko(5) | | | | | 8,745 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
| Sheryl O’Loughlin(5) | | | | | 8,745 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
| Kenneth Walker(5) | | | | | 7,286 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
| William Carter(7) | | | | | — | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
| Zvi Glasman(8) | | | | | 44,056 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
| R. Michael Herrman(9) | | | | | 14,764 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
| John Pearson(10) | | | | | 12,975 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
| Michael Smith(11) | | | | | 148,431 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
| Total Executive Officers and Directors as a Group (11 Persons) | | | | | 2,745,618 | | | | | | 9.2% | | | | | | 114,027 | | | | | | 49.2% | | | | | | 9.5% | | |
| |
Recommendation of the Board
|
| |
| |
The Board recommends that stockholders vote “FOR” the ratification of
the Company’s independent auditors. |
| |
| | | |
2023
|
| |
2022
|
| ||||||
| Audit Fees(1) | | | | $ | 2,230,000 | | | | | $ | 2,195,000 | | |
| Audit-Related Fees(2) | | | | | 14,900 | | | | | | 1,053,700 | | |
| Tax Fees | | | | | — | | | | | | — | | |
| All Other Fees | | | | | — | | | | | $ | — | | |
|
Total Fees
|
| | | $ | 2,244,900 | | | | | $ | 3,248,700 | | |
|
Name
|
| |
2022 Base Salary Rate ($)
|
| |
2023 Base Salary Rate ($)
|
| |
Percentage Increase
|
| |||||||||
| McCord Christensen(1) | | | | | 997,500 | | | | | | 1,047,375 | | | | | | 5.0% | | |
| Zvi Glasman(1) | | | | | 525,000 | | | | | | 551,250 | | | | | | 5.0% | | |
| Michael Smith(1) | | | | | 700,000 | | | | | | 735,000 | | | | | | 5.0% | | |
| John Pearson(2) | | | | | — | | | | | | 537,000 | | | | | | —% | | |
| William Carter(3) | | | | | — | | | | | | 400,000 | | | | | | —% | | |
| R. Michael Herrman(1) | | | | | 450,000 | | | | | | 472,500 | | | | | | 5.0% | | |
|
Name
|
| |
Target Bonus as %
of Base Salary |
| |
Target Bonus ($)
|
| ||||||
| McCord Christensen | | | | | 100% | | | | | | 1,047,375 | | |
| Zvi Glasman | | | | | 100% | | | | | | 551,250 | | |
| Michael Smith | | | | | 100% | | | | | | 735,000 | | |
| John Pearson | | | | | 100% | | | | | | 537,000 | | |
| William Carter(1) | | | | | 100% | | | | | | 138,082 | | |
| R. Michael Herrman | | | | | 100% | | | | | | 472,500 | | |
|
Performance Level
|
| |
Segment Adjusted EBITDA
|
| |
Level of Achievement of
Segment Adjusted EBITDA (% of Target) |
| |
Bonus Payout Percentage
|
| ||||||
| Threshold | | | $85.0 million | | | | | | 85% or less | | | | | 0% | | |
| Target (range) | | |
Bottom of range:
|
| | $97.0 million | | | | |||||||
| | | | Midpoint: | | | $100.0 million | | | | |||||||
| | | | Top of range: | | | $103.0 million | | | 100% | | | | | 100% | | |
| Maximum | | | $115.0 million | | | | | | 115% or above | | | | | 150% | | |
|
Name
|
| |
2023 Annual Incentive
Payout Percentage (% of Target) |
| |
2023 Annual Bonus ($)
|
| ||||||
| McCord Christensen | | | | | 150% | | | | | | 1,571,063 | | |
| Zvi Glasman | | | | | 150% | | | | | | 826,875 | | |
| Michael Smith | | | | | 150% | | | | | | 1,102,500 | | |
| John Pearson | | | | | 150% | | | | | | 805,500 | | |
| William Carter(1) | | | | | 150% | | | | | | 207,123 | | |
| R. Michael Herrman(2) | | | | | — | | | | | | — | | |
|
Performance Level
|
| |
Level of Achievement of
Segment Adjusted EBITDA Based Against Budget |
| |
Percentage of
Performance-LTI Target Awarded |
| |||
| Threshold | | |
More than 85%
|
| | | | 50% | | |
| Target | | |
100%
|
| | | | 100% | | |
| Maximum | | |
115% or above
|
| | | | 115% | | |
|
Name
|
| |
2023 LTI Award
Opportunity (% of 2022 Base Salary) |
| |||
| McCord Christensen | | | | | 200% | | |
| Zvi Glasman | | | | | 100% | | |
| Michael Smith | | | | | 100% | | |
| John Pearson | | | | | 100% | | |
| R. Michael Herrman | | | | | 100% | | |
|
Name(1)
|
| |
Restricted Stock
Units (#) |
| |||
| McCord Christensen | | | | | 196,552 | | |
| Zvi Glasman | | | | | 51,725 | | |
| Michael Smith | | | | | 68,966 | | |
| John Pearson | | | | | 40,887 | | |
| R. Michael Herrman(2) | | | | | 44,335 | | |
|
Name and
Principal Position |
| |
Year
|
| |
Salary
($) |
| |
Bonus
|
| |
Stock
Awards ($)(1) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($)(2) |
| |
All Other
Compensation ($)(3) |
| |
Total
($) |
| ||||||||||||||||||||||||
|
McCord Christensen
Chief Executive Officer |
| | | | 2023 | | | | | | 1,046,416 | | | | | | — | | | | | | 2,122,762 | | | | | | — | | | | | | 1,571,063 | | | | | | 6,400 | | | | | | 4,746,641 | | |
| | | 2022 | | | | | | 997,500 | | | | | | — | | | | | | 1,880,996 | | | | | | — | | | | | | 997,500 | | | | | | — | | | | | | 3,875,996 | | | |||
| | | 2021 | | | | | | 950,000 | | | | | | — | | | | | | 949,982 | | | | | | 660,009 | | | | | | 950,000 | | | | | | 11,300 | | | | | | 3,521,291 | | | |||
|
Zvi Glasman(4)
Chief Financial Officer |
| | | | 2023 | | | | | | 550,745 | | | | | | — | | | | | | 558,630 | | | | | | — | | | | | | 826,875 | | | | | | 13,200 | | | | | | 1,949,450 | | |
| | | 2022 | | | | | | 525,000 | | | | | | — | | | | | | 800,000 | | | | | | 333,749 | | | | | | 525,000 | | | | | | 11,048 | | | | | | 2,184,701 | | | |||
|
Michael Smith
President and Chief Operating Officer |
| | | | 2023 | | | | | | 734,247 | | | | | | — | | | | | | 4,088,833 | | | | | | — | | | | | | 1,102,500 | | | | | | 13,200 | | | | | | 5,938,780 | | |
| | | 2022 | | | | | | 623,942 | | | | | | — | | | | | | 495,010 | | | | | | — | | | | | | 700,000 | | | | | | 11,392 | | | | | | 1,830,345 | | | |||
| | | 2021 | | | | | | 500,000 | | | | | | — | | | | | | 1,323,012 | | | | | | 173,683 | | | | | | 725,000 | | | | | | 5,192 | | | | | | 2,726,887 | | | |||
|
John Pearson
Executive Vice President, Services and Manufactured Products(5) |
| | | | 2023 | | | | | | 482,990 | | | | | | — | | | | | | 441,580 | | | | | | — | | | | | | 805,500 | | | | | | 6,522 | | | | | | 1,736,592 | | |
|
William Carter
Executive Vice President and General Counsel(6) |
| | | | 2023 | | | | | | 130,769 | | | | | | 50,000(7) | | | | | | 396,000 | | | | | | — | | | | | | 207,123 | | | | | | — | | | | | | 783,892 | | |
|
R. Michael Herrman
Former Executive Vice President, General Counsel and Secretary(8) |
| | | | 2023 | | | | | | 272,164 | | | | | | — | | | | | | 478,818 | | | | | | — | | | | | | — | | | | | | 461,970 | | | | | | 1,212,952 | | |
| | | 2022 | | | | | | 439,961 | | | | | | — | | | | | | 396,008 | | | | | | — | | | | | | 450,000 | | | | | | 10,000 | | | | | | 1,295,969 | | | |||
| | | 2021 | | | | | | 400,000 | | | | | | — | | | | | | 200,017 | | | | | | 138,949 | | | | | | 400,000 | | | | | | — | | | | | | 1,138,966 | | |
|
Name
|
| |
Type of Award
|
| |
Grant Date
|
| |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) |
| |
Exercise or
Base Price of Option Awards ($/Sh) |
| |
Grant
Date Fair Value of Stock and Option Awards ($)(2) |
| ||||||||||||||||||||||||
|
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |||||||||||||||||||||||||||||||||||||||
| McCord Christensen | | |
Annual Incentive
|
| | | | — | | | | | | 523,688 | | | | | | 1,047,375 | | | | | | 1,571,063 | | | | | | | | | | | | | | | | | | | | |
| | | |
RSU(3)
|
| | | | 2/25/2023 | | | | | | | | | | | | | | | | | | | | | | | | 196,552 | | | | | | | | | | | | 2,122,762 | | |
| Zvi Glasman | | |
Annual Incentive
|
| | | | — | | | | | | 275,625 | | | | | | 551,250 | | | | | | 826,875 | | | | | | | | | | | | | | | | | | | | |
| | | |
RSU(3)
|
| | | | 2/25/2023 | | | | | | | | | | | | | | | | | | | | | | | | 51,725 | | | | | | | | | | | | 558,630 | | |
| Michael Smith | | |
Annual Incentive
|
| | | | — | | | | | | 367,500 | | | | | | 735,000 | | | | | | 1,102,500 | | | | | | | | | | | | | | | | | | | | |
| | | |
RSU(3)
|
| | | | 2/25/2023 | | | | | | | | | | | | | | | | | | | | | | | | 68,966 | | | | | | | | | | | | 744,833 | | |
| | | |
RSU(3)
|
| | | | 8/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | 200,000 | | | | | | | | | | | | 3,344,000 | | |
| John Pearson | | |
Annual Incentive
|
| | | | — | | | | | | 268,500 | | | | | | 537,000 | | | | | | 805,500 | | | | | | | | | | | | | | | | | | | | |
| | | |
RSU(3)
|
| | | | 2/25/2023 | | | | | | | | | | | | | | | | | | | | | | | | 40,887 | | | | | | | | | | | | 441,580 | | |
| William Carter | | |
Annual Incentive
|
| | | | — | | | | | | 200,000 | | | | | | 400,000 | | | | | | 600,000 | | | | | | | | | | | | | | | | | | | | |
| | | |
RSU(3)
|
| | | | 8/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | 20,000 | | | | | | | | | | | | 396,000 | | |
| R. Michael Herrman(4) | | |
Annual Incentive
|
| | | | — | | | | | | 225,000 | | | | | | 450,000 | | | | | | 675,000 | | | | | | | | | | | | | | | | | | | | |
| | | |
RSU(3)
|
| | | | 2/25/2023 | | | | | | | | | | | | | | | | | | | | | | | | 44,335 | | | | | | | | | | | | 478,818 | | |
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||
|
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable(1) |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable(1) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#)(2) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(3) |
| ||||||||||||||||||
|
McCord Christensen
|
| | | | 26,642 | | | | | | 26,642(4) | | | | | | 35.66 | | | | | | 3/1/2031 | | | | | | | | | | | | | | |
| | | 34,076 | | | | | | 11,359(5) | | | | | | 19.49 | | | | | | 3/12/2030 | | | | | | | | | | | | | | | |||
| | | 37,865 | | | | | | —(6) | | | | | | 27.73 | | | | | | 3/13/2029 | | | | | | | | | | | | | | | |||
| | | 150,000 | | | | | | —(7) | | | | | | 24.97 | | | | | | 3/15/2028 | | | | | | | | | | | | | | | |||
| | | 92,440 | | | | | | —(8) | | | | | | 16.00 | | | | | | 7/20/2027 | | | | | | | | | | | | | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 196,552(13) | | | | | | 3,881,902 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 67,857(11) | | | | | | 1,340,176 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 13,320(4) | | | | | | 263,070 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 5,680(5) | | | | | | 112,180 | | | |||
|
Zvi Glasman
|
| | | | 9,128 | | | | | | 27,385(12) | | | | | | | | | | | | 21.91 | | | | | | 1/3/2032 | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | 51,725(13) | | | | | | 1,021,569 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 27,385(12) | | | | | | 540,854 | | | |||
|
Michael Smith
|
| | | | 7,010 | | | | | | 7,011(4) | | | | | | 35.66 | | | | | | 3/1/2031 | | | | | | | | | | | | | | |
| | | 6,322 | | | | | | 3,161(5) | | | | | | 19.49 | | | | | | 3/12/2030 | | | | | | | | | | | | | | | |||
| | | 61,530 | | | | | | —(9) | | | | | | 26.76 | | | | | | 5/28/2029 | | | | | | | | | | | | | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 200,000(14) | | | | | | 3,950,000 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 68,966(13) | | | | | | 1,362,079 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 17,858(11) | | | | | | 352,696 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 12,500(10) | | | | | | 246,875 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 3,506(4) | | | | | | 69,244 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 1,581(5) | | | | | | 31,225 | | | |||
|
John Pearson
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 40,887(13) | | | | | | 807,518 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | 22,348(15) | | | | | | 441,373 | | | |||
|
William Carter
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,000(16) | | | | | | 395,000 | | |
|
R. Michael Herrman(17)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Name
|
| |
Number of Shares
Acquired on Exercise (#) |
| |
Value Realized on
Exercise ($) |
| |
Number of Shares
Acquired on Vesting (#)(1) |
| |
Value Realized on
Vesting ($)(2) |
| ||||||||||||
| McCord Christensen | | | | | — | | | | | | — | | | | | | 36,987 | | | | | | 377,172 | | |
| Zvi Glasman | | | | | — | | | | | | — | | | | | | 9,128 | | | | | | 85,803 | | |
| Michael Smith | | | | | — | | | | | | — | | | | | | 19,412 | | | | | | 217,307 | | |
| John Pearson | | | | | — | | | | | | — | | | | | | 7,449 | | | | | | 109,649 | | |
| William Carter | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| R. Michael Herrman | | | | | — | | | | | | — | | | | | | 8,675 | | | | | | 89,249 | | |
|
Named Executive Officer and Triggering Event
|
| |
Cash
Severance ($)(1) |
| |
Accelerated
Vesting of Stock Options and Restricted Stock Units ($)(2) |
| |
Total
Payments ($) |
| |||||||||
|
McCord Christensen
|
| | | | | | | | | | | | | | | | | | |
| Termination without Cause/Resignation for Good Reason | | | | | 3,092,250 | | | | | | 5,600,281 | | | | | | 8,692,531 | | |
| Termination for Cause/Resignation without Good Reason | | | | | — | | | | | | — | | | | | | — | | |
| Death/Disability | | | | | — | | | | | | — | | | | | | — | | |
| Qualified Retirement | | | | | — | | | | | | — | | | | | | — | | |
| Change in Control | | | | | — | | | | | | — | | | | | | — | | |
| Termination without Cause within 12 months following a Change in Control | | | | | 3,092,250 | | | | | | 5,600,281 | | | | | | 8,692,531 | | |
|
Zvi Glasman
|
| | | | | | | | | | | | | | | | | | |
| Termination without Cause/Resignation for Good Reason | | | | | 551,250 | | | | | | — | | | | | | 551,250 | | |
| Termination for Cause/Resignation without Good Reason | | | | | — | | | | | | — | | | | | | — | | |
| Death/Disability | | | | | — | | | | | | — | | | | | | — | | |
| Qualified Retirement | | | | | — | | | | | | — | | | | | | — | | |
| Change in Control | | | | | — | | | | | | — | | | | | | — | | |
| Termination without Cause within 12 months following a Change in Control | | | | | 551,250 | | | | | | 1,562,422 | | | | | | 2,113,672 | | |
|
Michael Smith
|
| | | | | | | | | | | | | | | | | | |
| Termination without Cause | | | | | 735,000 | | | | | | — | | | | | | 735,000 | | |
| Termination for Cause/Resignation with or without Good Reason | | | | | — | | | | | | — | | | | | | — | | |
| Death/Disability | | | | | — | | | | | | — | | | | | | — | | |
| Qualified Retirement | | | | | — | | | | | | — | | | | | | — | | |
| Change in Control | | | | | — | | | | | | — | | | | | | — | | |
| Termination without Cause within 12 months following a Change in Control | | | | | 735,000 | | | | | | 6,012,939 | | | | | | 6,747,939 | | |
|
John Pearson
|
| | | | | | | | | | | | | | | | | | |
| Termination without Cause/Resignation for Good Reason | | | | | 537,000 | | | | | | — | | | | | | 537,000 | | |
| Termination for Cause/Resignation without Good Reason | | | | | — | | | | | | — | | | | | | — | | |
| Death/Disability | | | | | — | | | | | | — | | | | | | — | | |
| Qualified Retirement | | | | | — | | | | | | — | | | | | | — | | |
| Change in Control | | | | | — | | | | | | — | | | | | | — | | |
| Termination without Cause within 12 months following a Change in Control | | | | | 537,000 | | | | | | 1,248,891 | | | | | | 1,785,891 | | |
|
Named Executive Officer and Triggering Event
|
| |
Cash
Severance ($)(1) |
| |
Accelerated
Vesting of Stock Options and Restricted Stock Units ($)(2) |
| |
Total
Payments ($) |
| |||||||||
|
William Carter
|
| | | | | | | | | | | | | | | | | | |
| Termination without Cause | | | | | — | | | | | | — | | | | | | — | | |
| Termination for Cause/Resignation with or without Good Reason | | | | | — | | | | | | — | | | | | | — | | |
| Death/Disability | | | | | — | | | | | | — | | | | | | — | | |
| Qualified Retirement | | | | | — | | | | | | — | | | | | | — | | |
| Change in Control | | | | | — | | | | | | — | | | | | | — | | |
| Termination without Cause within 12 months following a Change in Control | | | | | — | | | | | | 395,000 | | | | | | 395,000 | | |
| Year | | | Summary Compensation Table Total for PEO(1) | | | Compensation Actually Paid to PEO(2) ($) | | | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | | | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | | | Value of Initial Fixed $100 Investment Based on: | | | Net income (loss) (thousands)(7) ($) | | | Company Selected Measure — Adjusted EBITDA ($) | | |||||||||||||||||||||||||||
| Total Shareholder Return(5) ($) | | | Peer Group Total Shareholder Return(5)(6) ($) | | |||||||||||||||||||||||||||||||||||||||||||||
| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | |||||||
| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | ( | | | | | | ( | | | | | | | | |||||
| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | | | ||||||
| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | | |
| Year | | | Reported Summary Compensation Table Total for PEO ($) | | | Less: Reported Value of Equity Awards(a) ($) | | | Add: Equity Award Adjustments(b) ($) | | | Compensation Actually Paid to PEO ($) | | ||||||||||||
| 2023 | | | | | | | | | | ( | | | | | | | | | | | | |
| Year | | | Year End Fair Value of Equity Awards Granted in the Year ($) | | | Change in Fair Value from End of Prior Year to End of Covered Year of Equity Awards Granted in Prior Years ($) | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | | | Change in Fair Value on the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | | | Total Equity Award Adjustments ($) | | |||||||||||||||||||||
| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year | | | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | | | Less: Average Reported Value of Equity Awards ($) | | | Add: Average Equity Award Adjustments(a) ($) | | | Average Compensation Actually Paid to Non-PEO NEOs ($) | | ||||||||||||
| 2023 | | | | | | | | | | ( | | | | | | | | | | | | |
| Year | | | Average Year End Fair Value of Equity Awards Granted in the Year ($) | | | Average Change in Fair Value from End of Prior Year to End of Covered Year of Equity Awards Granted in Prior Years ($) | | | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | | | Average Change in Fair Value on the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | | | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | | | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | | | Total Average Equity Award Adjustments ($) | | |||||||||||||||||||||
| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | | | | | |
| |
Recommendation of the Board
|
| |
| |
The Board recommends that stockholders vote “FOR” the advisory approval of executive compensation set forth in this Proxy Statement.
|
| |
| “RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion included in this Proxy Statement, is hereby APPROVED.” | |
| |
Recommendation of the Board
|
| |
| |
The Board recommends that stockholders vote “FOR” the approval of the PetIQ, Inc. 2024 Omnibus Incentive Plan.
|
| |
|
Name and Position
|
| |
Dollar
Value ($) |
| |
Number of
Shares (#) |
|
|
McCord Christensen
Chief Executive Officer |
| |
(1)
|
| |
(1)
|
|
|
Zvi Glasman
Chief Financial Officer |
| |
(1)
|
| |
(1)
|
|
|
Michael Smith
President and Chief Operating Officer |
| |
(1)
|
| |
(1)
|
|
|
John Pearson
Executive Vice President, Services and Manufactured Products |
| |
(1)
|
| |
(1)
|
|
|
William Carter
Executive Vice President and General Counsel |
| |
(1)
|
| |
(1)
|
|
|
R. Michael Herrman
Former Executive Vice President, General Counsel and Corporate Secretary |
| |
(2)
|
| |
(2)
|
|
| All current executive officers as a group | | |
(1)
|
| |
(1)
|
|
| All current directors who are not executive officers as a group | | |
$90,000 per
calendar year(3) |
| |
(3)
|
|
|
All employees, including current officers who are not executive
officers, as a group |
| |
(1)
|
| |
(1)
|
|
|
Name and Position
|
| |
Number of
Shares (#) |
| |||
|
McCord Christensen
Chief Executive Officer |
| | | | 972,816 | | |
|
Zvi Glasman
Chief Financial Officer |
| | | | 160,627 | | |
|
Michael Smith
President and Chief Operating Officer |
| | | | 521,115 | | |
|
John Pearson
Executive Vice President, Services and Manufactured Products |
| | | | 105,633 | | |
|
William Carter
Executive Vice President and General Counsel |
| | | | 46,033 | | |
|
R. Michael Herrman
Former Executive Vice President, General Counsel and Corporate Secretary |
| | | | 167,548 | | |
| All current executive officers as a group | | | | | 1,973,772 | | |
| All current directors who are not executive officers as a group | | | | | 91,955 | | |
| Each nominee for election as a director | | | | | | | |
|
McCord Christensen
|
| | | | 972,816 | | |
|
Allan Hall
|
| | | | 12,207 | | |
|
Kimberly Lefko
|
| | | | 14,822 | | |
|
Sheryl O’Loughlin
|
| | | | 14,822 | | |
|
Kenneth Walker
|
| | | | 13,363 | | |
| Each associate of any executive officers, current directors, or director nominees | | | | | — | | |
| Each other person who received or is to receive 5% of awards | | | | | — | | |
| All employees, including current officers who are not executive officers, as a group | | | | | 2,675,079 | | |
|
Plan Category
|
| |
Number of securities
to be issued upon exercise of outstanding options, warrants and rights (#) |
| |
Weighted-average
exercise price of outstanding options, warrants and rights ($)(1) |
| |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#) |
| |||||||||
| | | |
(a)
|
| |
(b)
|
| |
(c)
|
| |||||||||
|
Equity compensation plans approved by security holders(2)
|
| | | | 3,083,419 | | | | | | 25.77 | | | | | | 1,213,177 | | |
|
Equity compensation plans not approved by
security holders(3) |
| | | | 57,775 | | | | | | 21.37 | | | | | | 0 | | |
|
Total
|
| | | | 3,141,194 | | | | | | 25.60 | | | | | | 1,213,177 | | |
|
Record Date
|
| |
If you were a stockholder of record on April 12, 2024, you are entitled to vote at the Annual Meeting. As of that date, there were 29,714.775 shares of the Company’s Common Stock outstanding, comprised of 29,483,235 shares of Class A Common Stock and 231,540 shares of Class B Common Stock. Our Class A Common Stock and Class B Common Stock vote together on each of the matters set forth in this Proxy Statement. You are entitled to one (1) vote for each share of Common Stock you own, on each matter to be voted upon at the Annual Meeting.
|
|
|
Quorum
|
| |
Holders of shares of stock having a majority of the votes that could be cast by the holders of all outstanding shares of stock entitled to vote on the record date must be present in person or by proxy.
|
|
|
Matters to be
Voted on at the Annual Meeting |
| |
1.
To elect the directors named in this Proxy Statement, to serve until the annual meeting of stockholders to be held in 2025 and until his or her successor is elected and qualified (Proposal One);
2.
To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal Two);
3.
To approve, on an advisory, non-binding basis, the compensation of our named executive officers (Proposal Three);
4.
To approve the 2024 Plan (Proposal Four); and
5.
To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
As of the date of this Proxy Statement, we do not know of any other matters to be presented at the Annual Meeting. If any other matters properly come before the Annual Meeting, however, the persons named as proxies will be authorized to vote or otherwise act in accordance with their judgment.
|
|
|
Board Voting
Recommendations |
| |
The Board recommends that you vote:
1.
FOR the election of the directors named in this Proxy Statement;
2.
FOR the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the year ended December 31, 2024;
3.
FOR the approval, on an advisory, non-binding basis, of our executive compensation; and
4.
FOR the approval of the 2024 Plan.
|
|
|
How to Vote
|
| |
Only votes cast in person at the Annual Meeting or received by proxy prior to the Annual Meeting will be counted at the Annual Meeting. The Board asks you to appoint McCord Christensen and Zvi Glasman as your proxy holders to vote your shares at the Annual Meeting. Giving us your proxy means you authorize us to vote your shares at the Annual Meeting in the manner you direct. If your shares are held in your name, you can vote by proxy in three convenient ways:
•
By Internet: Go to www.proxyvote.com and follow the instructions.
•
By Telephone: Call toll-free 1-800-690-6903 and follow the instructions.
•
By Mail: If you requested a printed copy of the Proxy Statement, complete, sign, date, and return your proxy card in the envelope provided.
Telephone and Internet voting facilities for stockholders of record will be available twenty-four (24) hours a day and will close at 12:00 a.m. Mountain Daylight Time on June 6, 2024. If your proxy is properly returned, the shares it represents will be voted at the Annual Meeting in accordance with your instructions. If you execute and return your proxy but do not give specific instructions, your shares will be voted as follows:
1.
FOR the election of directors named in this Proxy Statement;
2.
FOR the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the year ended December 31, 2024;
|
|
| | | |
3.
FOR the approval, on an advisory, non-binding basis, of our executive compensation; and
4.
FOR the approval of the 2024 Plan.
|
|
| | | |
The Board does not intend to bring any matters before the Annual Meeting except those indicated in the Notice. If any other matters properly come before the Annual Meeting, however, the persons named in the enclosed proxy, or their duly constituted substitutes acting at the Annual Meeting, will be authorized to vote or otherwise act thereon in accordance with their judgment on such matters.
|
|
|
Internet Availability
|
| |
As permitted by the SEC rules, PetIQ is making this Proxy Statement and its Annual Report available to its stockholders electronically via the Internet. On or about April 19, 2024, we will mail our stockholders a Notice, which contains instructions on how to vote, access this Proxy Statement and our Annual Report online, and how to request paper copies of the materials. If you receive a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and Annual Report. The Notice also instructs you on how you may submit your proxy over the Internet. If you receive a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained in the Notice.
|
|
|
Multiple Notices
|
| |
You may receive more than one Notice, more than one e-mail or multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate Notice, a separate e-mail or a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you may receive more than one Notice, more than one e-mail or more than one proxy card. To vote all of your shares by proxy, you must complete, sign, date and return each proxy card and voting instruction card that you receive and vote over the Internet the shares represented by each Notice that you receive (unless you have requested and received a proxy card or voting instruction card for the shares represented by one or more of those Notices).
|
|
|
How Shares Are
Held |
| |
Stockholders of record have their shares registered directly in their name with PetIQ’s transfer agent, Computershare Trust Company, N.A. Beneficial holders (or shares held in street name) have their shares held in an account at a bank, broker or other nominee.
|
|
|
Voting at the Annual
Meeting |
| |
We encourage stockholders to vote in advance of the Annual Meeting, even if they plan to attend. Stockholders can vote in person during the Annual Meeting. Stockholders of record who attend the Annual Meeting in person may obtain a ballot from the inspector of election. Beneficial holders who attend the Annual Meeting in person must obtain a proxy from their bank, broker or other nominee prior to the date of the Annual Meeting and present it to the inspector of election with their ballot. Voting in person during the meeting will replace any previous votes.
|
|
|
Admission to the
Annual Meeting |
| |
Attendance at the Annual Meeting or any adjournment or postponement thereof will be limited to record and beneficial stockholders as of the record date (April 12, 2024), individuals holding a valid proxy from a record holder and other persons authorized by the Company. If you are a stockholder of record, your name will be verified against the list of stockholders of record prior to your admittance to the Annual Meeting or any adjournment or postponement thereof. You should be prepared to present photo identification for admission. If you hold your shares in a street name, you will need to provide proof of beneficial ownership on the record date, such as a brokerage account statement showing that you owned stock as of the record date, a copy of a voting instruction form provided by your bank, broker or other nominee, or other similar evidence of ownership as of the record date, as well as your photo identification, for admission. If you do not provide photo identification or comply with the other procedures described above, you will not be admitted to the Annual Meeting or any adjournment or postponement thereof. For security reasons, you and your bags may be subject to search prior to your admittance to the Annual Meeting.
|
|
|
Routine and Non-
Routine Matters |
| |
Proposal One, the election of directors, Proposal Three, the advisory vote on executive compensation, and Proposal Four, the approval of the 2024 Plan are each considered a non-routine matter under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore broker non-votes may exist in
|
|
| | | |
connection with Proposal One, Proposal Three and Proposal Four. Proposal Two, the ratification of the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2024, is considered a routine matter under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes will exist in connection with Proposal Two.
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|
|
Voting Instructions
|
| |
All shares represented by valid proxies received prior to the Annual Meeting will be voted and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s instructions. If you are a stockholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board or you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting. If you are a beneficial owner of shares held in street name and do not provide the bank, broker or other nominee that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the bank, broker or other nominee that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the bank, broker or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, such bank, broker or other nominee will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.” In tabulating the voting results for any particular proposal, shares that constitute broker non- votes are not considered votes cast on that proposal. Thus, other than being counted for the purpose of determining a quorum, broker non-votes will not affect the outcome of any matter being voted on at the Annual Meeting or any postponement or adjournment of the Annual Meeting.
|
|
|
Votes Required;
Effect of Broker Non-Votes and Abstentions |
| |
Each holder of shares of our Common Stock outstanding on the record date is entitled to one vote for each share of Common Stock held as of the record date. Proposal One, the election of directors, requires each director nominee to receive the affirmative vote of a majority of the votes cast to be elected (i.e., the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). Therefore, the director nominee receiving more affirmative votes of the shares present in person or represented by proxy at the meeting and entitled to be voted for them than against will be elected as a director to serve until the annual meeting of stockholders to be held in 2025. Stockholders may not cumulate votes. Abstentions and broker non-votes will have no effect on the outcome of the vote for Proposal One.
Proposal Two, the ratification of KPMG as our independent registered public accounting firm for the year ending December 31, 2024, requires the affirmative vote of a majority of votes entitled to be cast by stockholders who are present in person or represented by proxy and entitled to vote. Abstentions are treated as shares present and entitled to vote for purposes of such proposal and, therefore, will have the same effect as a vote “AGAINST” the proposal. Proposal Two is a routine matter and therefore there will be no broker non-votes in connection with Proposal Two.
Proposal Three, the advisory approval of our executive compensation, requires the affirmative vote of a majority of votes entitled to be cast by stockholders who are present in person or represented by proxy and entitled to vote. Abstentions are treated as shares present and entitled to vote for purposes of such proposal and, therefore, will have the same effect as a vote “AGAINST” the proposal. Broker non-votes will have no effect on Proposal Three.
Proposal Four, the approval of the 2024 Plan, requires the affirmative vote of a majority of votes entitled to be cast by stockholders who are present in person or represented by proxy and entitled to vote. Abstentions are treated as shares present and entitled to vote for purposes of such proposal and, therefore, will have the same effect as a vote “AGAINST” the proposal. Broker non-votes will have no effect on Proposal Four. If stockholders do not approve this proposal, it will not be implemented and the 2017 Plan will remain in place until its expiration. The Company reserves the right to adopt such other
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|
| | | |
compensation plans and programs as deemed appropriate and in the best interests of the Company and its stockholders.
|
|
|
Changing your Vote
|
| |
Stockholders of record may revoke their proxy at any time prior to the Annual Meeting by submitting a later-dated vote in person at the Annual Meeting, via the Internet, by telephone, by mail, or by delivering instructions to our Corporate Secretary before the Annual Meeting. If you hold shares through a broker, bank or other nominee, you may revoke any prior voting instructions by contacting that firm.
|
|
|
Inspector of
Election and Proxy Solicitor |
| |
A representative from Broadridge Financial Solutions, Inc. will serve as the inspector of election. The Company has retained Alliance Advisors, LLC to assist the Company in soliciting proxies, and has agreed to pay Alliance Advisors, LLC a fee of $10,000 plus out-of-pocket expenses and charges for telephone calls made and received in connection with the solicitation.
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|
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Voting Results
|
| |
We will announce the results of the Annual Meeting in a filing with the SEC on Form 8-K, which we are required to file with the SEC within four business days following the Annual Meeting.
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|
|
Cost of Solicitation
|
| |
We will bear the cost of soliciting proxies, including preparing, printing and mailing this Proxy Statement. Proxies may be solicited personally, by mail, via the Internet or by telephone by certain of our directors, officers, employees or representatives. Our directors and employees will not be paid any additional compensation for soliciting proxies. We will reimburse brokerage houses, banks, custodians and other nominees and fiduciaries for out-of-pocket expenses incurred in forwarding our proxy solicitation materials.
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Householding
|
| |
Under the rules adopted by the SEC, we may deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of these documents was delivered. If you prefer to receive separate copies of the Notice, Proxy Statement or Annual Report, contact Broadridge Financial Solutions, Inc. by calling 800-540-7095 or writing in at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department.
In addition, if you currently are a stockholder who shares an address with another stockholder and would like to receive only one copy of future notices and proxy materials for your household, you may notify your broker if your shares are held in a brokerage account or you may notify us if you hold registered shares. Registered stockholders may notify us by contacting Broadridge Financial Solutions, Inc. at the above telephone number or address or sending a written request to PetIQ, Inc., 230 East Riverside Drive, Eagle, Idaho 83616, Attention: Investor Relations.
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| | | |
For the years ended
|
| |||||||||||||||||||||||||||||||||||||||
| | | |
December 31,
2023 |
| |
December 31,
2022 |
| |
December 31,
2021 |
| |
December 31,
2020 |
| |
December 31,
2019 |
| |
December 31,
2018 |
| |
December 31,
2017 |
| |||||||||||||||||||||
| Net income (loss) | | | | $ | 2,539 | | | | | $ | (48,620) | | | | | $ | (16,383) | | | | | $ | (85,727) | | | | | $ | (14,302) | | | | | $ | 87 | | | | | $ | (3,391) | | |
| Plus: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Tax (benefit) expense
|
| | | | (173) | | | | | | 1,214 | | | | | | 3,869 | | | | | | 60,413 | | | | | | (3,309) | | | | | | (661) | | | | | | 3,420 | | |
|
Depreciation(1)
|
| | | | 24,773 | | | | | | 14,520 | | | | | | 14,366 | | | | | | 12,082 | | | | | | 9,139 | | | | | | 6,657 | | | | | | 553 | | |
|
Amortization
|
| | | | 19,797 | | | | | | 18,079 | | | | | | 22,336 | | | | | | 12,815 | | | | | | 5,994 | | | | | | 5,210 | | | | | | 270 | | |
|
Impairment and other asset changes(2)
|
| | | | 7,680 | | | | | | 47,264 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Interest expense, net | | | | | 34,547 | | | | | | 27,374 | | | | | | 24,696 | | | | | | 22,807 | | | | | | 14,495 | | | | | | 8,022 | | | | | | 212 | | |
|
EBITDA
|
| | | $ | 89,163 | | | | | $ | 59,831 | | | | | $ | 48,884 | | | | | $ | 22,390 | | | | | $ | 12,017 | | | | | $ | 19,315 | | | | | $ | 1,064 | | |
| Acquisition costs(3) | | | | | 1,164 | | | | | | 1,464 | | | | | | 92 | | | | | | 2,620 | | | | | | 6,147 | | | | | | 3,787 | | | | | | 1,965 | | |
|
Stock based compensation expense
|
| | | | 9,468 | | | | | | 11,363 | | | | | | 9,428 | | | | | | 9,170 | | | | | | 7,355 | | | | | | 3,812 | | | | | | 201 | | |
| Purchase accounting adjustment to inventory | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,805 | | | | | | 2,149 | | | | | | — | | |
|
Fair value adjustment
of contingent note(4) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,320 | | | | | | 3,280 | | | | | | — | | |
|
Integration and business transformation costs(5)
|
| | | | 2,316 | | | | | | 1,171 | | | | | | (142) | | | | | | 9,776 | | | | | | 3,788 | | | | | | 998 | | | | | | — | | |
| Restructuring(6) | | | | | 2,564 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Non-recurring royalty
settlement(7) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 440 | | | | | | — | | |
|
Loss on debt extinguishment and related costs(8)
|
| | | | — | | | | | | — | | | | | | 6,438 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
SKU rationalization(9)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,482 | | | | | | — | | | | | | — | | |
| Litigation expenses | | | | | 31 | | | | | | 3,862 | | | | | | 4,105 | | | | | | 1,066 | | | | | | 529 | | | | | | — | | | | | | — | | |
| COVID-19 related costs(10) | | | | | — | | | | | | — | | | | | | — | | | | | | 6,476 | | | | | | — | | | | | | — | | | | | | — | | |
| CFO Transition | | | | | — | | | | | | — | | | | | | 928 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Costs associated with
becoming a public company |
| | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 435 | | |
| Management fees(11) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 66 | | |
| Supplier receivable write-off(12) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (175) | | |
|
Adjusted EBITDA(13)
|
| | | $ | 104,706 | | | | | $ | 77,691 | | | | | $ | 69,733 | | | | | $ | 51,438 | | | | | $ | 48,443 | | | | | $ | 33,781 | | | | | $ | 3,556 | | |
| | | |
Year ended
December 31, 2023 |
| |||
| Net cash provided by operating activities | | | | $ | 61,877 | | |
| Less purchase of property, plant and equipment | | | | | (9,145) | | |
|
Free cash flow
|
| | | $ | 52,742 | | |