Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 17, 2009, the stockholders of Animal Health International, Inc. (the "Company") voted to amend and restate the 2007 Stock Option and Incentive Plan in its entirety (the "Restated Plan"). The material features of the Restated Plan are:

· The maximum number of shares of common stock to be issued under the Restated Plan is 3,600,000, which is the sum of the original reserved shares of 2,500,000 shares plus an additional 1,100,000 shares;

· The award of incentive stock options, non-qualified stock options, stock appreciation rights, deferred stock awards, restricted stock awards, unrestricted stock awards, cash-based awards, performance share awards and dividend equivalent rights is permitted;

· Any material amendment to the Restated Plan is subject to approval by the Company's stockholders; and

· The term of the Restated Plan will be extended by ten (10) years from the date of stockholder approval.

The description of the Restated Plan is qualified in its entirety by reference to the copy of the Restated Plan filed as Exhibit 10.1 to this Form 8-K, which is incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit Number Description 10.1 Animal Health International, Inc. 2007 Stock Option and Incentive Plan

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