Business Context and Reporting Period
This Form 8-K Current Report was filed by Petco Health & Wellness Company, Inc. on July 31, 2026, with the earliest event reported on that date. The filing addresses corporate governance changes, specifically the departure of a director and the appointment of a new independent director effective August 1, 2026.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and does not contain financial performance data.
Material Changes
- Director Departure: Cameron Breitner resigned from the Board of Directors and all Board committees effective August 1, 2026. The resignation was not due to any disagreement with the Company regarding operations, policies, or practices.
- Director Appointment: Jeffrey Naylor was appointed as an independent Class I director effective August 1, 2026, to fill the vacancy created by Mr. Breitner's departure.
- Committee Roles: Mr. Naylor was immediately appointed as a member and Chair of the Audit Committee.
Outlook, Risks, and Management Commentary
Management Commentary: The Board determined that Mr. Naylor qualifies as an independent director under Nasdaq listing rules and Rule 10A-3. He is deemed a designee of Scooby Aggregator, LP, the Company's controlling stockholder, pursuant to a Stockholder's Agreement dated January 19, 2021.
Compensation and Agreements: Mr. Naylor will receive compensation under the Company's standard director compensation program and will enter into a standard form of indemnification agreement.
Risks and Contingencies: No specific financial risks or contingencies are disclosed in this filing. The text notes no family relationships between Mr. Naylor and other directors or officers, and no transactions requiring disclosure under Item 404(a) of Regulation S-K.
Key Facts for Investor Verification
- Verify the independence status of Jeffrey Naylor and his relationship to the controlling stockholder, Scooby Aggregator, LP.
- Confirm the terms of the director compensation program referenced in the May 14, 2026, Definitive Proxy Statement on Schedule 14A.
- Review the standard indemnification agreement (Exhibit 10.2 of the Form S-1 filed December 3, 2020) to understand liability protections for the new director.
- Monitor future filings for the impact of the Audit Committee leadership change on financial reporting oversight.