Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 14, 2020, the compensation committee (the "Compensation Committee") of the board of directors (the "Board") of Covetrus, Inc. (the "Company"), approved a form of (i) performance stock unit agreement and (ii) performance stock unit agreement for non-U.S. participants (collectively, the "PSU Award Agreements"), copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively, and incorporated by reference herein. The PSU Award Agreements will be used for awards of performance-based restricted stock units, which may be granted by the Company pursuant to the Covetrus, Inc. 2019 Omnibus Incentive Compensation Plan (the "Plan") and the applicable PSU Award Agreement. Item 9.01. Financial Statements and Exhibits. Exhibit No.

                                Description

10.1               Form of Performance Stock Unit Agreement
                   Form of Performance Stock Unit Agreement for Non-U.S.
10.2             Participants




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