Form 8-K - Current report

PATTERSON COMPANIES, INC.

Date: February 2, 2024

/s/ Les B. Korsh

Les B. Korsh

Chief Legal Officer and Corporate Secretary

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 report (Date of earliest event reported)

February 2, 2024

PATTERSON COMPANIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Minnesota

0-20572

41-0886515

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1031 Mendota Heights Road

St. Paul, Minnesota 55120

(Address of Principal Executive Offices, including Zip Code)

(651) 686-1600

(Registrant’s Telephone Number, including Area Code)

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))

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $.01

PDCO

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On February 2, 2024, the Board of Directors (the “Board”) of Patterson Companies, Inc. (the “Company”), acting upon the recommendation of its Governance and Nominating Committee, elected Pamela Tomczik as the newest member of the Board, effective immediately. Ms. Tomczik will serve on the Board’s Audit and Finance Committee. Ms. Tomczik will receive compensation payable to non-employee directors serving on the Board as summarized under the caption “Non-Employee Director Compensation” in the Company’s annual proxy statements. There are no familial relationships between Ms. Tomczik and any other director or executive officer of the Company. There are no transactions in which Ms. Tomczik has an interest requiring disclosure under Item 404(a) of Regulation S-K. Each of the Company’s directors is elected to service until his or her successor is elected or he or she is removed or resigns from office. The press release announcing the election of Ms. Tomczik is furnished as Exhibit 99 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


99		Press Release of Patterson Companies, Inc. dated February 2, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Exhibit 99

PATTERSON COMPANIES | 1031 Mendota Heights Road | Saint Paul, MN 55120 NEWS RELEASE

Patterson Companies Elects Pamela Tomczik to Board of Directors

St. Paul, Minn. — February 2, 2024 — Patterson Companies, Inc. (Nasdaq: PDCO) today announced that Pamela Tomczik has been elected to the Patterson Companies Board of Directors, effective February 2, 2024. Ms. Tomczik currently serves as Senior Vice President, Treasurer and Corporate Development of Target Corporation, a general merchandise retailer with stores in all 50 states and the District of Columbia. Ms. Tomczik will serve on the Board’s Audit and Finance Committee.

“As we continue to enhance the finance, strategy and corporate development experience on our Board, we are excited to welcome Pamela to the Board of Directors,” said John D. Buck, Chairman of the Board of Patterson Companies. “Pamela is a skilled finance executive with extensive experience in the treasury and M&A functions at various companies and will provide valuable strategic insights and enhance the diversity of perspectives on our Board. We look forward to her contributions as we seek to drive customer value and improve shareholder value.”

The Board determined to increase its size from nine to ten directors, thereby creating a new seat for Ms. Tomczik.

Pamela Tomczik Biography

Since October 2022, Ms. Tomczik has served as Senior Vice President, Treasurer and Corporate Development of Target Corporation. In her current role, Ms. Tomczik is responsible for capital structure, liquidity, shareholder distribution strategies, banking operations and cash management, and she leads all acquisitions, enterprise partnerships, divestitures and equity investments. From 2014 to October 2022, Ms. Tomczik served as Vice President, Corporate Development of Target. Prior to joining Target, Ms. Tomczik held several leadership positions at Thomson Reuters, including Vice President of Corporate Development. Prior to Thomson Reuters, Ms. Tomczik was a corporate attorney, serving in corporate counsel roles at Travelers and Andersen Corporation.

Ms. Tomczik received her B.A. from Hamline University and a J.D. from the University of Minnesota Law School.

About Patterson Companies Inc.

Patterson Companies Inc. (Nasdaq: PDCO) connects dental and animal health customers in North America and the U.K. to the latest products, technologies, services and innovative business solutions that enable operational and professional success. Our comprehensive portfolio, distribution network and supply chain is equaled only by our dedicated, knowledgeable people who deliver unrivalled expertise and unmatched customer service and support.

Learn more: pattersoncompanies.com


CONTACT:		John M. Wright, Investor Relations
TEL:		651.686.1364
EMAIL:		investor.relations@pattersoncompanies.com
MEDIA CONTACT:		corporate.communications@pattersoncompanies.com
WEB:		pattersoncompanies.com
SOURCE:		Patterson Companies Inc.

LOGO

Document and Entity Information	Feb. 02, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000891024
Document Type	8-K
Document Period End Date	Feb. 02, 2024
Entity Registrant Name	PATTERSON COMPANIES, INC.
Entity Incorporation State Country Code	MN
Entity File Number	0-20572
Entity Tax Identification Number	41-0886515
Entity Address, Address Line One	1031 Mendota Heights Road
Entity Address, City or Town	St. Paul
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55120
City Area Code	(651)
Local Phone Number	686-1600
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $.01
Trading Symbol	PDCO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false