The PetSmart, Inc., (NASDAQ: PETM) board of directors has amended and restated the company's bylaws to provide for a majority voting standard for the election of directors in uncontested elections. The new standard is effective immediately and will apply to all future elections of directors.
The company's majority vote standard requires a director in uncontested elections to be elected using a majority voting standard, meaning that director must receive more than 50 percent of the votes cast. Previously, directors in uncontested elections were elected under a plurality vote standard, in which candidates receiving the most votes were elected, regardless of how many shares were voted against the candidate. Plurality voting will still apply in contested elections where there are more nominees than directors to be elected.
The company believes the adoption of this standard will allow it to be more responsive to direction from its stockholders and will keep it ahead of changes in accepted best practices in corporate governance.
Under the laws of Delaware, PetSmart's state of incorporation, if an incumbent director is not elected, that director continues to serve as a "holdover director" until the director's successor is duly elected and qualified, even if there are more votes cast "against" than "for" the director. As a result, the board of directors has also adopted a policy that requires incumbent directors to tender, in advance, irrevocable resignations that will be effective upon (i) the failure to receive the required vote at the next annual meeting at which they face re-election and (ii) Board of Directors acceptance of such resignation. If an incumbent director does not receive the required vote for reelection, the Nominating and Corporate Governance Committee will act on an expedited basis to determine whether to accept the director's resignation and will submit such recommendation for prompt consideration by the Board of Directors.
Additional information on PetSmart's board of directors and corporate governance guidelines are available at www.petm.com.
In other board action, PetSmart, Inc., declared a quarterly common stock cash dividend of $0.03 cents per share. The dividend is payable on February 9, 2007, to shareholders of record at the close of business on January 26, 2007.
PetSmart, Inc. (NASDAQ: PETM) is the largest specialty pet retailer of services and solutions for the lifetime needs of pets. The company operates more than 885 pet stores in the United States and Canada, a growing number of in-store PetsHotel cat and dog boarding facilities, and is a leading online provider of pet supplies and pet care information (www.petsmart.com). PetSmart provides a broad range of competitively priced pet food and pet products; offers complete pet training, pet grooming, pet boarding, doggie day camp and pet adoption services; and provides a full line of horse supplies, including equestrian apparel and tack, through State Line Tack. Since 1994, PetSmart Charities, Inc., an independent 501(c)(3) non-profit animal welfare organization, has donated more than $42 million to animal welfare programs and, through its in-store pet adoption programs, has saved the lives of more than 2.7 million pets.
