8-K 1 p70449e8vk.htm 8-K e8vk
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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: March 22, 2005

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):

     
o
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 1.01. Entry into a Material Definitive Agreement.
SIGNATURES


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Item 1.01. Entry into a Material Definitive Agreement.

Cash Bonuses for Fiscal Year Ended January 30, 2005

     On March 22, 2005, the Compensation Committee of the Board of Directors awarded the following cash bonuses to PETsMART, Inc.’s executive officers. The cash bonuses were paid on April 1, 2005. The bonuses were determined in accordance with the provisions of PETsMART, Inc.’s Executive Short Term Incentive Plan, as amended, which is filed as Exhibit 10.11 to our Annual Report on Form 10-K for the fiscal year ended February 2, 2003, filed with the Securities Exchange Commission on April 18, 2003.

     Our Executive Short Term Incentive Plan sets forth certain stockholder approved business criteria which may be used by the Compensation Committee of the Board of Directors in determining the amount of the cash bonuses. In determining the cash bonuses to be awarded for our performance for the fiscal year ended January 30, 2005, the Compensation Committee had previously selected the following business criteria:

     
-
  Earnings per share of PETsMART as set forth in PETsMART’s audited financial statements;
-
  Customer satisfaction as determined by an independent professional survey research firm; and
-
  Return on assets (less non-interesting bearing debt) as calculated from PETsMART’s audited financial statements.
             
Name   Title   Cash Bonus Award
Philip L. Francis
  Chairman and Chief Executive Officer   $ 1,047,704  
Robert F. Moran
  President and Chief Operating Officer   $ 598,163  
Scott A. Crozier
  Senior Vice President, General Counsel & Secretary   $ 177,434  
Barbara A. Fitzgerald
  Senior Vice President, Store Operations   $ 218,099  
Kenneth T. Hall
  Senior Vice President, Chief Marketing Officer   $ 140,350  
David T. King
  Senior Vice President, Chief Information Officer   $ 170,796  
Timothy E. Kullman
  Senior Vice President, Chief Financial Officer   $ 220,671  
David K. Lenhardt
  Senior Vice President, Services/Strategic Planning and Business Development   $ 167,603  
Mark D. Mumford
  Vice President, Chief Accounting Officer   $ 96,150  
Francesca M. Spinelli
  Senior Vice President, People   $ 175,758  
Anthony N. Truesdale
  Senior Vice President, Merchandising and Supply Chain Management   $ 214,922  

 


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Cash Bonuses for Fiscal Year Ending January 29, 2006

     On March 22, 2005, the Compensation Committee of the Board of Directors selected the following business criteria pursuant to our Executive Short Term Incentive Plan for determining the amount of the cash bonuses to be awarded to our executive officers for our fiscal year ending January 29, 2006:

     
-
  Earnings per share of PETsMART as set forth in PETsMART’s audited financial statements;
-
  Customer satisfaction as determined by an independent professional survey research firm; and
-
  Return on assets (less non-interesting bearing debt) as calculated from PETsMART’s audited financial statements.

     The Compensation Committee also approved the following target bonuses, multipliers and business criteria weightings:

                         
        CEO   President/COO   CFO   SVP   VP-CAO
Bonus
                       
 
  Target Bonus as a percent of salary   100%   75%   50%   50%   40%
 
  Multiplier due to achievement
against target criteria
  up to 3 times   up to 3 times   up to 3 times   up to 3 times   up to 3 times
Criteria
                       
 
  Earnings Per Share   50%   50%   50%   60%   60%
 
  Customer Experience   20%   20%   20%   20%   20%
 
  Return on Assets   30%   30%   30%   20%   20%

 


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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/ Timothy E. Kullman  
Dated: April 4, 2005    Timothy E. Kullman
Senior Vice President and Chief Financial Officer