Petco Health and Wellness Company, Inc. filed a current report on August 3, 2026, disclosing the resignation of director Cameron Breitner and the appointment of Jeffrey Naylor as an independent Class I director and Chair of the Audit Committee, both effective August 1, 2026.

Key Highlights

  • Director resignation: Cameron Breitner resigned from the Board and all its committees, effective 12:01 am on August 1, 2026.
  • No disagreement cited: According to the filing, Breitner's resignation "was not due to any disagreement with the Company or on any matter related to the Company's operations, policies or practices."
  • New appointment: Jeffrey Naylor was appointed as an independent Class I director, effective immediately upon August 1, 2026, to Fill the vacancy created by Breitner's departure.
  • Audit Committee role: Naylor was also appointed as a member and Chair of the Audit Committee, effective the same date.
  • Independence determination: The Board determined Naylor qualifies as an independent director under Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act of 1934.
  • Principal Stockholder designee: Naylor is deemed a designee of Scooby Aggregator, LP, the Company's controlling stockholder, under a Stockholder's Agreement dated January 19, 2021.

Board Transition at Petco: Breitner Out, Naylor In as Audit Committee Chair

According to the filing, Cameron Breitner resigned from the Board of Directors of Petco Health and Wellness Company, Inc. (NASDAQ: WOOF) effective 12:01 am on August 1, 2026. The filing states explicitly that the resignation was not related to any disagreement with the company on operational, policy, or practice matters. On the same date, the Board appointed Jeffrey Naylor to fill the resulting vacancy as an independent Class I director. Naylor is to hold office until the next election of Class I directors and until a successor is duly elected and qualified, or until his earlier death, resignation, removal, retirement, or disqualification, as the filing describes.

The filing details Naylor's professional background extensively. He served in multiple senior roles at TJX Companies, Inc. between 2004 and 2014, including Chief Financial Officer, Senior Executive Vice President and Chief Financial and Administrative Officer, and Senior Corporate Advisor. Prior to TJX, he held chief financial officer positions at Big Lots, Inc. and Dade Behring, Inc., and served as Vice President, Controller of The Limited, Inc. The filing also notes that Naylor currently serves on the boards of Synchrony Financial and Wayfair, Inc.

The filing states that Naylor will receive compensation under the Company's director compensation program as described in the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on May 14, 2026. The company disclosed it will also enter into its standard form of indemnification agreement with Naylor, a copy of which was previously filed as Exhibit 10.2 of the Company's Registration Statement on Form S-1 filed December 3, 2020. The filing further notes that Naylor has no family relationships with any director or executive officer of the Company, and no transactions requiring disclosure under Item 404(a) of Regulation S-K.

What Was Disclosed

Petco disclosed a board-level change: the resignation of Cameron Breitner and the appointment of Jeffrey Naylor as independent Class I director and Audit Committee Chair, both effective August 1, 2026, along with Naylor's background, compensation arrangement, and status as a Principal Stockholder designee.