UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of earliest event reported: June 14, 2013
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
This Current Report on Form 8-K/A is being filed by PetSmart, Inc. (the “Company”) to supplement the Company’s Current Report on Form 8-K (the “Prior Report”), filed on January 22, 2013. The Prior Report announced the appointments, effective June 14, 2013, of David K. Lenhardt as the Company’s Chief Executive Officer and Joseph D. O’Leary as the Company’s President and Chief Operating Officer. The Company is filing this Form 8-K/A to disclose the revised compensatory arrangements for Messrs. Lenhardt and O’Leary in connection with these appointments.
Revised Compensatory Arrangements for New Chief Executive Officer and new President and Chief Operating Officer
On June 14, 2013, the Company’s Compensation Committee and Board of Directors approved, effective immediately, the following compensation changes for these executive officers to reflect the significantly increased responsibilities they each assumed as of that date.
Cash Compensation
| Executive |
Position |
New Base Salary Effective June 14, 2013 |
New ESTIP Target* (as a % of base salary) |
|||||||
| David K. Lenhardt |
Chief Executive Officer | $ | 950,000 | 120 | % | |||||
| Joseph D. O’Leary |
President and Chief Operating Officer | $ | 750,000 | 90 | % | |||||
| * | The new target under the Company’s Amended and Restated Executive Short-Term Incentive Plan (“ESTIP”) will apply to base salary earned on or after June 14, 2013; the ESTIP target disclosed in the Definitive Proxy Statement filed by the Company on May 3, 2013 (the “Proxy Statement”) will apply to base salary earned prior to that date. |
Equity Awards
| Additional Performance Share Unit
Grant (in addition to grant disclosed in Proxy Statement) |
||||||||||||||||
| Executive |
Additional Stock Option Grant (in addition to grant disclosed in Proxy Statement) |
Minimum Award | Target Award | Maximum Award | ||||||||||||
| David K. Lenhardt |
37,769 | 0 | 9,389 | 18,778 | ||||||||||||
| Joseph D. O’Leary |
7,420 | 0 | 1,845 | 3,690 | ||||||||||||
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. | ||||||
| Dated: June 19, 2013 | By: | /s/ J. Dale Brunk | ||||
| J. Dale Brunk | ||||||
| Vice President, Deputy General Counsel, and Assistant Secretary | ||||||