Edgar Filing: VCA ANTECH INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. _____)

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(e)(2)
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to s.240.14a-12

VCA ANTECH, INC.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
|X| No Fee Required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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|_| Fee paid with preliminary materials:

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|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing party:

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(4) Date filed:

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VCA ANTECH, INC.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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TIME........................................ 10:00 a.m. Pacific Time on Monday,
June 6, 2005

PLACE....................................... 12401 West Olympic Boulevard
Los Angeles, California 90064-1022

ITEMS OF BUSINESS........................... (1) To elect two Class III members
of the Board of Directors for a
term of three years.

(2) To ratify the appointment of
KPMG LLP as our independent
auditors for the year ending
December 31, 2005.

(3) To transact any other business as
may properly come before the Annual
Meeting and any adjournment or
postponement.

RECORD DATE................................. You can vote if, at the close of
business on May 6, 2005, you were a
stockholder of the Company.

PROXY VOTING................................ All stockholders are cordially
invited to attend the Annual
Meeting in person. However, to ensure
your representation at the Annual
Meeting, you are urged to vote promptly
by signing and returning the enclosed
Proxy card. If you hold your shares
in street name, you may also access the
World Wide Web site indicated on your
Proxy card to vote via the Internet.

May 9, 2005 /s/ Tomas W. Fuller
----------------------------------------
Tomas W. Fuller
CHIEF FINANCIAL OFFICER, VICE
PRESIDENT AND SECRETARY

VCA ANTECH, INC.
12401 WEST OLYMPIC BOULEVARD
LOS ANGELES, CALIFORNIA 90064-1022
PROXY STATEMENT
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Your vote is very important. For this reason, our Board of Directors (the
"Board") is requesting that you permit your common stock to be represented at
the 2005 Annual Meeting of Stockholders (the "Annual Meeting") by the proxies
named on the enclosed proxy card. This proxy statement contains important
information for you to consider when deciding how to vote on the matters brought
before the Annual Meeting. Please read it carefully.

Voting materials, which include the proxy statement, proxy card and the annual
report on Form 10-K for the fiscal year ended 2004, were mailed to stockholders
by us beginning May 13, 2005.

STOCKHOLDERS ENTITLED TO VOTE

Holders of our common stock at the close of business on May 6, 2005 are entitled
to receive this notice and to vote their shares at the Annual Meeting. At that
time, there were 82,287,120 shares of common stock outstanding, and
approximately 132 holders of record. Each share of common stock is entitled to
one vote on each matter properly brought before the Annual Meeting.

HOW TO VOTE

It is important that your shares be represented and voted at the Meeting. You
can vote your shares by completing and returning the proxy card sent to you. In
addition, a number of brokerage firms and banks offer Internet voting options.
The Internet voting procedures are designed to authenticate stockholders'
identities, to allow stockholders to give their voting instructions and to
confirm that stockholders' instructions have been recorded properly. Specific
instructions to be followed by owners of shares of common stock held in street
name are set forth on the voting instruction accompanying your Proxy card.
Stockholders voting via the Internet should understand that there may be costs
associated with electronic access, such as usage charges from telephone
companies and Internet access providers that must be borne by the stockholder.

Whether you hold shares in your name or through a broker, bank or other nominee,
you may vote without attending the Annual Meeting. You may vote by granting a
proxy or, for shares held through a broker, bank or other nominee, by submitting
voting instructions to that nominee. Instructions for voting by using the
Internet or by mail are on your proxy card. For shares held through a broker,
bank or other nominee, follow the instructions on the voting instruction card
included with your voting materials. If you provide specific voting
instructions, your shares will be voted as you have instructed and as the proxy
holders may determine within their discretion with respect to any other matters
that properly come before the Annual Meeting.

If you hold shares in your name, and you sign and return a proxy card without
giving specific voting instructions, your shares will be voted as recommended by
our Board on all matters and as the proxy holders may determine in their
discretion with respect to any other matters that properly come before the
Annual Meeting. If you hold your shares through a broker, bank or other nominee
and you do not provide instructions on how to vote, your broker or other nominee
may have authority to vote your shares on certain matters. Under The Nasdaq
National Market rules, if you are a beneficial owner and your broker holds your
shares in its name, the broker is permitted to vote your shares on the election
of directors and the approval of KPMG LLP as our independent auditors even if
the broker does not receive voting instructions from you. Your broker may not
vote your shares on any other matter absent instructions from you.

ABSTENTIONS AND BROKER NON-VOTES

For the purpose of determining whether the stockholders have approved matters
other than the election of directors, abstentions are treated as shares present
or represented and voting, so abstaining has the same effect as a negative vote.
Shares held by brokers that do not have discretionary authority to vote on a
particular matter and that have not received voting instructions from their
customers are not counted or deemed to be present or represented for the purpose
of determining whether stockholders have approved that matter, but they are
counted as present for the purpose of determining the existence of a quorum at
the Annual Meeting.

REVOCATION OF PROXIES

You can revoke your proxy and change your vote at any time before it is
exercised by:

o written notice to the Secretary of the Company;

o timely delivery of a valid, later-dated proxy or a later-dated vote on
the Internet; or

o if you are a record holder, voting by ballot at the Annual Meeting.

ATTENDING THE ANNUAL MEETING

You may vote shares held directly in your name in person at the Annual Meeting.
If you want to vote shares that you hold in street name at the Annual Meeting,
you must request a legal proxy from your broker, bank or other nominee that
holds your shares.

VOTING RESULTS

The preliminary voting results will be announced at the Annual Meeting. The
final voting results will be tallied by our Transfer Agent and Inspector of
Elections and published in our quarterly report on Form 10-Q for the fiscal
quarter ending September 30, 2005.

COST OF THIS PROXY SOLICITATION

We will pay the costs of the solicitation of proxies. We may reimburse brokerage
firms and other persons representing beneficial owners of shares for expenses
incurred in forwarding the voting materials to their customers who are
beneficial owners and obtaining their voting instructions. In addition to
soliciting proxies by mail, our board members, officers and employees may
solicit proxies on our behalf, without additional compensation, personally or by
telephone.

LIST OF STOCKHOLDERS

The names of stockholders of record entitled to vote at the Annual Meeting will
be available at the Annual Meeting and for ten days prior to the Annual Meeting
for any purpose relevant to the Annual Meeting, between the hours of 9:00 a.m.
and 5:00 p.m., at our principal executive offices by contacting the Secretary of
the Company.

ELECTRONIC DELIVERY OF PROXY MATERIALS AND ANNUAL REPORT

The notice of Annual Meeting and Proxy Statement and the 2004 Annual Report are
available on our web site at http://investor.vcaantech.com.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires that our executive
officers, directors and persons who own more than ten percent of a registered
class of our equity securities file reports of ownership and changes in
ownership with the SEC. Executive officers, directors and greater-than-ten
percent stockholders are required by SEC regulations to furnish us with all
Section 16(a) forms that they file. Based solely upon our review of copies of
the forms received by us and written representations from certain reporting
persons that they have complied or not complied with the relevant filings
requirements, we believe that, during the year ended December 31, 2004, all of
our executive officers, directors and greater-than-ten percent stockholders
complied with all Section 16(a) filing requirements, except for one Form 4 filed
by Dawn R. Olsen, which reported one transaction.

ITEM 1: ELECTION OF DIRECTORS
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We have five members on our Board of Directors. Four of the five members of our
Board of Directors have been affirmatively determined by our Board of Directors
to meet the independence requirements of the Nasdaq National Market listing
standards.

As provided in our Amended and Restated Certificate of Incorporation, the Board
of Directors has been grouped into three classes, as nearly equal in number as
possible, which are elected for staggered terms. Our Class III directors will be
elected at this Annual Meeting and will hold office for three years until the
2008 Annual Meeting and thereafter until their successors are duly elected and
qualified. The terms of our Class I directors expire at our 2006 Annual Meeting.
The term of our Class II director expires at our 2007 Annual Meeting.

Although we know of no reason why these nominees would not be able to serve, if
a nominee is unavailable for election, the proxies will vote your common stock
to approve the election of any substitute nominee proposed by our Nominating
Committee. The Board may choose to reduce the number of directors to be elected,
as permitted by our Bylaws, provided we maintain the number of independent
directors required by the listing standards of the Nasdaq National Market.

NOMINEE

Each of our nominees for election as a Class III Director, John B. Chickering,
Jr., and John Heil, is currently a director, and each has agreed to be named in
this proxy statement and to serve if elected.

The Board of Directors proposes the following two candidates for election as
Class III directors:

CLASS III DIRECTOR NOMINEE
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John B. Chickering, Jr.

John Heil

The principal occupation and certain other information about each nominee, our
other directors and our executive officers are set forth on the following pages.

A plurality of the votes cast is required for election as a director. All
Proxies will be voted to approve the election of the nominee listed above unless
a contrary vote is indicated on the enclosed Proxy card.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH
NOMINEE IDENTIFIED ABOVE.

MANAGEMENT
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DIRECTORS AND EXECUTIVE OFFICERS

The following persons serve as our directors:

DIRECTORS AGE PRESENT POSITION
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CLASS I DIRECTORS
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John M. Baumer....................... 39 Director
Frank Reddick........................ 52 Director

CLASS II DIRECTOR
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Robert L. Antin...................... 55 Chairman of the Board of Directors

CLASS III DIRECTORS
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John B. Chickering, Jr............... 56 Director
John Heil............................ 51 Director

The following persons serve as our executive officers:

EXECUTIVE OFFICERS AGE PRESENT POSITION
------------------ --- ----------------

Robert L. Antin....................... 55 President and Chief Executive Officer
Arthur J. Antin....................... 58 Chief Operating Officer and Senior Vice
President
Neil Tauber........................... 54 Senior Vice President of Development
Tomas W. Fuller....................... 47 Chief Financial Officer, Vice President and
Secretary
Dawn R. Olsen......................... 46 Principal Accounting Officer, Vice President
and Controller

Our executive officers are appointed by and serve at the discretion of our Board
of Directors. Robert L. Antin and Arthur J. Antin are brothers. There are no
other family relationships between any director and/or any executive officer.

ROBERT L. ANTIN, one of our founders, has served as our Chief Executive Officer,
President and Chairman since our inception in 1986. From September 1983 to 1985,
Mr. Antin was President, Chief Executive Officer, a director and co-founder of
AlternaCare Corp., a publicly held company that owned, operated and developed
freestanding out-patient surgical centers. From July 1978 until September 1983,
Mr. Antin was an officer of American Medical International, Inc., an owner and
operator of health care facilities. Mr. Antin received his MBA with a
certification in hospital and health administration from Cornell University.

JOHN M. BAUMER has served as our director since September 2000. Mr. Baumer is a
partner of Leonard Green & Partners, LP, where he has been employed since May
1999. Prior to joining Leonard Green & Partners, LP, he served as a Vice
President in the Corporate Finance Division of Donaldson, Lufkin & Jenrette
Securities Corporation, or DLJ, in Los Angeles. Prior to joining DLJ in 1995,
Mr. Baumer worked at Fidelity Investments and Arthur Andersen LLP. Mr. Baumer
currently serves on the boards of directors of Rand McNally & Company, Inc.,
Intercontinental Art, Inc., Communication & Power Industries, Inc., Leslie's
Poolmart, Inc., Phoenix Scientific, Inc. and Petco Animal Supplies, Inc. Mr.
Baumer is a 1990 graduate of the University of Notre Dame. He received his MBA
from the Wharton School at the University of Pennsylvania.

JOHN B. CHICKERING, JR. has served as one of our directors since April 2004 and
previously served as a director from 1988 to 2000. Mr. Chickering is a certified
public accountant. Mr. Chickering is currently a private investor and
independent consultant. Mr. Chickering served in a variety of executive
positions within Time Warner, Inc. and Warner Bros., Inc., most recently as the
Vice President--Financial Administration for Warner Bros. International
Television Distribution until February 1996. Prior to his employment at Warner
Bros., Mr. Chickering served as a staff accountant at KPMG Peat Marwick from
August 1975 to June 1977. Mr. Chickering holds an MBA degree with emphasis in
accounting and finance from Cornell University.

JOHN HEIL has served as one of our directors since February 2002 and previously
served as a director from 1995 to 2000. Mr. Heil currently serves as President
of United Pet Group, Inc., a subsidiary of United Industries, which was recently
acquired by Rayovac Corporation. Mr. Heil also currently serves on Rayovac's
Executive Committee. Prior to joining United Pet Group, Mr. Heil spent
twenty-five years with the H. J. Heinz Company in various general management and
sales/marketing positions including President and Managing Director of Heinz Pet
Products, President of Heinz Specialty Pet Foods and Vice President
Sales/Marketing of StarKist Seafood. Mr. Heil holds a BA degree in economics
from Lycoming College.

FRANK REDDICK has served as one of our directors since February 2002. Since
January 2001, Mr. Reddick has been a partner in Akin Gump Strauss Hauer & Feld
LLP, a global, full service law firm. Mr. Reddick serves as Chair of the
Corporate and Securities Section of the Los Angeles office. Before joining Akin
Gump Strauss Hauer & Feld LLP, Mr. Reddick served as chair of the corporate
practice group and managing partner of the Los Angeles-based law firm of Troop
Steuber Pasich Reddick & Tobey, L.L.P. Mr. Reddick is principally engaged in the
practice of corporate and securities law, with a concentration on corporate
finance, mergers and acquisitions, joint ventures and other strategic alliances.
Mr. Reddick holds a JD from the University of California, Hastings College of
the Law.

ARTHUR J. ANTIN, one of our founders, has served as our Chief Operating Officer
and Senior Vice President since our inception. From 1986 until June 2004, Mr.
Antin also served as our Secretary and as director. From October 1983 to
September 1986, Mr. Antin served as Director of Marketing/Investor Relations of
AlternaCare Corp. At AlternaCare Corp., Mr. Antin developed and implemented
marketing strategies for a network of outpatient surgical centers. Mr. Antin
received an MA in Community Health from New York University.

NEIL TAUBER, one of our founders, has served as our Senior Vice President of
Development since our inception. From 1984 to 1986, Mr. Tauber served as the
Director of Corporate Development at AlternaCare Corp. At AlternaCare Corp., Mr.
Tauber was responsible for the acquisition of new businesses and syndication to
hospitals and physician groups. From 1981 to 1984, Mr. Tauber served as Chief
Operating Officer of MDM Services, a wholly owned subsidiary of Mediq, a
publicly held health care company, where he was responsible for operating and
developing a network of retail dental centers and industrial medical clinics.
Mr. Tauber holds an MBA from Wagner College.

TOMAS W. FULLER joined us in January 1988 and served as Vice President and
Controller until November 1990 when he became Chief Financial Officer. In June
2004, Mr. Fuller became Secretary. From 1980 to 1987, Mr. Fuller worked at
Arthur Andersen LLP, the last two years of which he served as audit manager. Mr.
Fuller received his BA in business/economics from the University of California
at Los Angeles.

DAWN R. OLSEN joined us in January 1997 as Vice President, Controller. In March
2004, Ms. Olsen became Principal Accounting Officer. From 1993 to 1996, Ms.
Olsen served as Senior Vice President, Controller of Optel, Inc., a privately
held telecommunications company. From 1987 to 1993, Ms. Olsen served as
Assistant Controller and later as Vice President, Controller of Qintex
Entertainment, Inc., a publicly held television film distribution and production
company. From 1981 to 1987, Ms. Olsen worked at Arthur Andersen LLP, the last
year of which she served as audit manager. Ms. Olsen is a certified public
accountant and received her BS in business/accounting from California State
University, Northridge.

FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
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COMPOSITION

Four of the five members of our Board of Directors have been affirmatively
determined by our Board of Directors to meet the independence requirements of
the Nasdaq National Market listing standards. We refer to each of these
directors as an "independent director."

MEETINGS & COMMITTEES

The Board of Directors held four meetings and acted five times by unanimous
written consent during fiscal 2004. The Board of Directors has an Audit
Committee, a Compensation Committee and a Nominating Committee, all of which are
constituted solely of independent directors.

AUDIT COMMITTEE

The Audit Committee consists of John M. Baumer, John B. Chickering, Jr.
(Chairman) and John Heil, each an independent director and each financially
literate as required by the Nasdaq National Market listing standards. Mr.
Chickering is the Chairman of the Audit Committee. Our Board of Directors has
affirmatively determined that Mr. Chickering qualifies as the "audit committee
financial expert" as that term is defined in Item 401(h) of Regulation S-K of
the Securities and Exchange Act of 1934. The Audit Committee held nine meetings
during fiscal 2004.

Among other matters, the Audit Committee:

o engages and replaces independent auditors as appropriate;

o evaluates the performance of, independence of and pre-approves the
non-audit services provided by independent auditors;

o discusses with management, internal auditors and the external auditors
the quality of our accounting principles and financial reporting; and

o oversees our internal controls.

Our Audit Committee charter is posted on our website at
http://investor.vcaantech.com.

COMPENSATION COMMITTEE

The Compensation Committee consists of John M. Baumer, John B. Chickering, Jr.
and Frank Reddick (Chairman), each an independent director. The Compensation
Committee held one meeting and acted one time by unanimous written consent
during fiscal 2004.

The principal responsibilities of the Compensation Committee are to:

o determine the compensation of all of our executive officers;

o review the performance and compensation of our Chief Executive
Officer;

o adopt a cash bonus program in which our executive officers participate
and determine the performance goals related thereto; and

o administer our stock incentive plans and authorize the issuance of
shares of common stock under those plans.

Our Compensation Committee charter is posted on our website at
http://investor.vcaantech.com.

NOMINATING COMMITTEE

The Nominating Committee consists of John M. Baumer, John B. Chickering, Jr. and
Frank Reddick (Chairman), each an independent director. Prior to March 2005, we
did not have a nominating committee, and all of our directors participated in
the consideration of director nominees. However, consistent with applicable
Nasdaq listing standards in effect at the time, each director nominee was
selected or recommended for the Board's selection by a majority of the
independent directors of our Board.

The principal responsibilities of the Nominating Committee are to:

o propose to the Board a slate of nominees for election by the
stockholders at our annual meetings; and

o review the criteria for selection of new directors and nominees,
including the establishment of procedures for the review of potential
nominees proposed by stockholders and review with our Board the
desired mix of experience, skills and other qualities.

Our Nominating Committee charter is posted on our website at
http://investor.vcaantech.com.

In considering director candidates, the Nominating Committee considers the
entirety of each candidate's credentials and does not have any specific minimum
qualifications that must be met in order to be recommended as a nominee. The
Nominating Committee does believe, however, that all Board members should have
the highest character and integrity, a reputation for working constructively
with others, sufficient time to devote to Board matters and no conflict of
interest that would interfere with their performance as a director of a public
corporation.

Our Nominating Committee may employ a variety of methods for identifying and
evaluating nominees for director, including stockholder recommendations.
Periodically, the Nominating Committee in connection with the other Board
members assess the Board's size, the need for particular expertise and skills
on the Board, and whether any vacancies are expected due to retirement or
otherwise. If vacancies are anticipated or otherwise arise, the Nominating
Committee will consider various potential candidates for director who may come
to the Nominating Committee's attention through current Board members,
professional search firms or consultants, stockholders, or other persons. The
Nominating Committee may hire and pay a fee to consultants or search firms to
assist in the process of identifying and evaluating candidates. In 2004, no
professional search firms or consultants were needed and, accordingly, no fees
were paid in this regard to professional search firms or consultants in 2004.
The Nominating Committee does not evaluate candidates differently based on who
made the recommendation for consideration.

Stockholders who wish to recommend a nominee for election as director at an
annual stockholder meeting must submit their recommendations at least 60 days,
but not more than 90 days, prior to the date of the next scheduled annual
meeting of stockholders. Stockholders may recommend candidates for consideration
by the Board by writing to our Secretary at 12401 West Olympic Boulevard, Los
Angeles, California 90064, giving the candidate's name, age, business and
residence contact information, biographical data, qualifications and the number
and class of our shares, if any, beneficially owned by such candidate. A written
statement from the candidate consenting to be named as a candidate and, if
nominated and elected, to serve as a director should accompany any stockholder
recommendation. Any stockholder who wishes to recommend a nominee for election
as director must also provide his, her or its name, address and the number and
class of shares beneficially owned by such stockholder.

DIRECTOR ATTENDANCE

All incumbent directors attended 75% or more of all the meetings of the Board of
Directors and those committees on which he or she served in fiscal 2004, except
for John Heil. The Company encourages, but does not require, all incumbent
directors and director nominees to attend our annual meetings of stockholders.
Three of our directors attended our 2004 Annual Meeting of Stockholders.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Stockholders may communicate with the Board of Directors by sending a letter to
the Board of Directors of VCA Antech, Inc., c/o Office of the Secretary, 12401
West Olympic Boulevard, Los Angeles, California 90064. Each communication must
contain a clear notation indicating that it is a "Stockholder -- Board
Communication" or "Stockholder -- Director Communication," and each
communication must identify the author as a stockholder. The office of the
Secretary will receive the correspondence and forward it to the Chairman of the
Board or to any individual director or directors to whom the communication is
directed, unless the communication is unduly hostile, threatening, illegal, does
not reasonably relate to us or our business, or is similarly inappropriate. The
office of the Secretary has authority to discard any inappropriate
communications or to take other appropriate actions with respect to any
inappropriate communications.

DIRECTORS' COMPENSATION

We pay our independent directors $10,000 per year, paid quarterly in arrears,
and $1,000 for each Board meeting attended in person or committee meeting
attended in person which is not held on the same day as a Board meeting,
including reimbursement for out-of-pocket expenses incurred in attending. We pay
the Chairman of our Audit

Committee an additional $10,000 per year, paid quarterly in arrears. Upon
appointment to the Board, each eligible director receives an initial grant of
seven-year options to purchase 30,000 shares of common stock at the fair market
value of the common stock on the date of grant, which options vest in two equal
annual installments on the first and second anniversary dates of the grant. In
addition, each eligible director receives an annual automatic grant of
seven-year options to purchase 10,000 shares of common stock at the fair market
value of the common stock on the date of grant, which options vest in full one
year after the date of grant.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2004, the Compensation Committee of our Board of Directors
consisted of John M. Baumer and Frank Reddick. John B. Chickering, Jr., joined
our Compensation Committee in April 2004. None of these individuals was one of
our officers or employees at any time during fiscal 2004. Mr. Reddick is a
partner at Akin Gump Strauss Hauer & Feld LLP, which provided legal services to
us during fiscal 2004 and is providing legal services to us in fiscal 2005.
Nevertheless, Mr. Reddick is not disqualified from serving as an independent
director on our Board under the Nasdaq National Market listing standards because
of the relatively small amount of fees we paid to Akin Gump Strauss Hauer & Feld
LLP in fiscal 2002, 2003 and 2004 in relation to our total revenues and the
total revenues of Akin Gump Strauss Hauer & Feld LLP for the same periods. None
of our executive officers served as a member of the board of directors or
compensation committee of any entity that has or has had one or more executive
officers serving as a member of our Board of Directors or Compensation
Committee.

ITEM 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------

The Audit Committee of the Board of Directors has engaged the firm of KPMG LLP
to continue as our independent public accountants for the current fiscal year
ending December 31, 2005. KPMG LLP served as the principal independent public
accounting firm utilized by us during the fiscal year ended December 31, 2004.
We anticipate that a representative of KPMG LLP will attend the Annual Meeting
for the purpose of responding to appropriate questions. At the Annual Meeting, a
representative of KPMG LLP will be afforded an opportunity to make a statement
if he or she so desires.

The ratification of KPMG LLP as the Company's independent public accountants for
the fiscal year ending December 31, 2005, will require the affirmative vote of a
majority of the shares of common stock present or represented and entitled to
vote at the Annual Meeting. All Proxies will be voted to approve the appointment
unless a contrary vote is indicated on the enclosed Proxy card.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RATIFICATION OF
THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.

AUDIT AND NON-AUDIT FEES

The following table sets forth the aggregate fees billed to us by KPMG LLP, our
independent auditor, for professional services rendered during the fiscal years
ended December 31, 2004 and 2003.

2004 2003
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Audit Fees (1) $1,043,848 $298,950
Audit Related Fees (2) 334,436 7,500
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Total $1,378,284 $306,450

(1) Audit Fees for 2004 include $403,500 for the audit of our financial
statements during fiscal 2004 and $640,348 for audit of internal controls
over financial reporting during fiscal 2004. Audit fees for 2003 include
$277,500 for the audit of our financial statements during fiscal 2003 and
$21,450 for accounting consultations on matters reflected in our financial
statements.

(2) Audit-related fees for 2004 include $102,356 for due diligence work related
to the acquisition of NPC, $82,080 for due diligence work related to the
acquisition of STI, $130,000 for prospectus filing and

$20,000 in connection with our registration statement on Form S-3.
Audit-related fees for 2003 consist of $7,500 incurred in connection with
our registration statement on Form S-3.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT AUDITORS

The Audit Committee is responsible for appointing, setting the compensation of
and overseeing the work of the independent auditor. In recognition of this
responsibility, the Audit Committee has established a policy with respect to the
pre-approval of audit and permissible non-audit services and fees provided by
the independent auditor. Prior to March 2004, the Audit Committee specifically
pre-approved all audit services and fees. In March 2004, the Audit Committee
modified its pre-approval policy to require that all audit and permissible
non-audit services and fees be pre-approved by the Audit Committee unless those
services:

o will not result in a fee of greater than $5,000;

o were not recognized as audit, audit-related or tax services at the
time of the engagement; and

o are promptly brought to the attention of the Audit Committee and
approved by the Audit Committee (or its designated representatives)
prior to the completion of the audit.

Pursuant to the pre-approval policy, the Audit Committee's Chairman is delegated
the authority to pre-approve audit services and fees, provided he reports those
approvals at the next meeting of the Audit Committee. The term of any
pre-approval granted by the Audit Committee with respect to a given service is
twelve months. All fees in excess of pre-approved levels require specific
pre-approval by the Audit Committee. All audit and permissible non-audit
services provided to us in 2004 were approved by the Audit Committee.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth, as to our Chief Executive Officer and as to each
of our other four most highly compensated executive officers whose compensation
exceeded $100,000 during the last fiscal year, information concerning all
compensation paid for services to us in all capacities for each of the three
years ended December 31 indicated below. We refer to these officers as the Named
Executive Officers.

LONG-TERM
---------
COMPENSATION;
------------
AWARDS;
------
SECURITIES
----------
ANNUAL COMPENSATION UNDERLYING
------------------- ----------
NAME AND OTHER ANNUAL OPTIONS ALL OTHER
-------- ------------ ------- ---------
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) (#)(2) COMPENSATION (3)
------------------ ---- ------ ----- --------------- ------ ----------------

Robert L. Antin (4)..... 2004 $562,432 $562,432 425,000 $1,440
Chairman of the Board 2003 540,800 540,800 -- 1,320
President and Chief
Executive Officer 2002 517,691 520,000 290,000 1,260
-------------------------------------------------------------------------------------------------

Arthur J. Antin (4)..... 2004 449,946 404,951 175,000 1,440
Chief Operating Officer 2003 432,640 389,376 -- 1,320
and Senior Vice President 2002 414,153 374,400 230,000 1,260
-------------------------------------------------------------------------------------------------

Neil Tauber (4)......... 2004 295,152 206,606 175,000 1,440
Senior Vice President 2003 268,320 187,824 -- 1,320
Development 2002 256,845 180,600 100,000 1,260
-------------------------------------------------------------------------------------------------

Tomas W. Fuller (4)..... 2004 264,368 185,058 175,000 1,440
Chief Financial Vice 2003 254,200 177,940 -- 1,320
President and Secretary 2002 243,315 171,080 170,000 1,260
-------------------------------------------------------------------------------------------------

Dawn R. Olsen........... 2004 183,040 60,000 40,000 1,186
Principal Accounting 2003 173,325 27,456 -- 1,320
Officer, Vice President
& Controller 2002 162,746 41,750 50,000 1,260
-------------------------------------------------------------------------------------------------

---------
(1) In accordance with SEC rules, disclosure is omitted where total Other
Annual Compensation does not exceed $50,000. The Company provides each
of Robert L. Antin, Arthur J. Antin, Neil Tauber and Tomas W. Fuller
the use of a Company owned automobile and reimburses them for the cost
of their automobile insurance in connection with their use of the
vehicle. The table below sets forth the total cost (including both
business related and personal) to the Company of providing these
benefits:

NAME 2004 2003 2002

Robert L. Antin $33,713 $33,039 $26,513
Arthur J. Antin 34,473 32,397 28,308
Neil Tauber 28,821 27,171 23,379
Tomas W. Fuller 18,780 20,025 21,025

For disclosure purposes, the annual cost of the Company owned
automobile was determined based on the Annual Lease Value as provided
in the Internal Revenue Code.

Pursuant to the terms of his employment agreement, Mr. Robert L. Antin
is reimbursed for entertainment related business expenses which
principally include tickets to cultural and sporting events, and
totaled $91,517, $76,655 and $79,356 in 2004, 2003 and 2002,
respectively. The costs of these activities are incurred in connection
with his entertainment of customers, vendors, employees and strategic
partners and are business-related and are not maintained as
perquisites or otherwise for the personal benefit of Mr. Robert L.
Antin. As a result, the Company has not included these costs in the
Other Annual Compensation column.

Taking into account the portion of the automobile costs allocated to
personal use and the other perquisites provided to the executive
officers, the perquisites did not exceed $50,000 in any of 2004, 2003
and 2002 and consequently are not included in the Other Annual
Compensation column.

(2) All numbers reflect the number of shares of our common stock subject
to options granted during the fiscal year indicated. The numbers of
shares of our common stock subject to options granted during fiscal
years 2002 and 2003 have been adjusted to reflect a 100% stock
dividend paid by us in August 2004.

(3) All Other Compensation consists of Company contributions to the 401(k)
Plan.

(4) For a description of the employment agreement between us and each
officer, see "Employment and Severance Agreements" below.

OPTION/SAR GRANTS IN FISCAL 2004

The following table sets forth certain information regarding the grant of stock
options made during the fiscal year ended December 31, 2004 to the Named
Executive Officers.

POTENTIAL
----------------
REALIZABLE VALUE
-----------------
NUMBER OF PERCENT OF AT ASSUMED ANNUAL
---------- ----------- --------------------
SECURITIES TOTAL OPTIONS RATES OF STOCK PRICE
---------- ----------- ----------------
UNDERLYING GRANTED TO APPRECIATION FOR
---------- ----------- ----------------
OPTION EMPLOYEES IN EXERCISE OR EXPIRATION OPTION TERM(1)
---------- ----------- ----------- ---------- ----------------
NAME GRANTED FISCAL YEAR BASE PRICE DATE 5% 10%
------ ---------- ----------- ----------- ---------- --- ---

Robert L. Antin........ 425,000(2) 17.9% $19.40 10/19/10 $2,804,089 $6,361,520
Arthur J. Antin........ 175,000(2) 7.4% $19.40 10/19/10 1,154,625 2,619,450
Neil Tauber............ 175,000(2) 7.4% $19.40 10/19/10 1,154,625 2,619,450
Tomas W. Fuller........ 175,000(2) 7.4% $19.40 10/19/10 1,154,625 2,619,450
Dawn R. Olsen.......... 40,000(3) 1.7% $16.11 3/11/10 262,336 611,353

-------------

(1) The potential realizable value is based on the assumption that the
common stock appreciates at the annual rate shown (compounded
annually) from the date of grant until the expiration of the option
term. These amounts are calculated pursuant to applicable requirements
of the Securities and Exchange Commission and do not represent a
forecast of the future appreciation of the common stock.

(2) All of these options vest on April 19, 2005.

(3) One-fifth of these options vest on each of September 1, 2005,
September 1, 2006, and September 1, 2007, and the remaining two-fifths
of these options vest on September 1, 2008.

AGGREGATED OPTION EXERCISES IN FISCAL 2004 AND OPTION VALUES AT FISCAL YEAR-END

The following table sets forth, for each of the Named Executive Officers,
certain information regarding the exercise of stock options to purchase shares
of our common stock during the fiscal year ended December 31, 2004, the number
of shares of common stock underlying stock options held at fiscal year end and
the value of options held at fiscal year end based on the last reported sales
price of our common stock on the Nasdaq Stock Market's National Market on
December 31, 2004 ($19.54 per share).

SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED
------- ------------------------ -----------------------
ACQUIRED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
------- ------------------------ -----------------------
UPON VALUE OPTIONS AT FISCAL YEAR END (#) FISCAL YEAR END ($)
------- --------- -------------------------- --------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----- -------- ---------- ------------ -------------- ----------- --------------

Robert L. Antin...... -- -- 185,278 529,722 $2,323,383 $1,372,717
Arthur J. Antin...... -- -- 192,634 258,056 2,712,621 1,066,017
Neil Tauber.......... -- -- 101,389 211,111 1,515,167 477,333
Tomas W. Fuller...... -- -- 148,611 236,389 2,123,583 794,317
Dawn R. Olsen........ -- -- 69,958 66,042 1,176,278 463,763

SUMMARY OF EQUITY COMPENSATION PLAN

The following table sets forth information concerning all equity compensation
plans and individual compensation arrangements in effect during the fiscal year
ended December 31, 2004.

NUMBER OF
---------
NUMBER OF SECURITIES
--------- -----------
SECURITIES TO BE REMAINING AVAILABLE
---------------- -------------------
ISSUED UPON WEIGHTED AVERAGE FOR FUTURE ISSUANCE
----------- ---------------- -------------------
EXERCISE OF EXERCISE PRICE OF UNDER EQUITY
----------- ----------------- ------------
PLAN CATEGORY OUTSTANDING OPTIONS OUTSTANDING OPTIONS COMPENSATION PLANS
---------------------- --------------------- --------------------- ---------------------

Equity Compensation
Plans Approved by
Security Holders...... 5,245,533 $11.19 1,808,000

Equity Compensation
Plans Not Approved
By Security Holders... -- -- --

Total................. 5,245,533 $11.19 1,808,000

EMPLOYMENT AND SEVERANCE AGREEMENTS

We have employment agreements with Robert L. Antin, Arthur J. Antin and Tomas W.
Fuller, and we have a severance agreement with Neil Tauber.

ROBERT L. ANTIN. Mr. Antin's employment agreement, dated as of November 27,
2001, provides for Mr. Antin to serve as our Chairman of the Board, Chief
Executive Officer and President for a term of five years from any given date,
such that there shall always be a minimum of at least five years remaining under
his employment agreement. The employment agreement provides for Mr. Antin to
receive an annual base salary of $520,000, subject to annual

increase based on comparable compensation packages provided to executives in
similarly situated companies, and to participate in a bonus plan based on annual
performance standards to be established by the compensation committee. Mr. Antin
also is entitled to specified perquisites.

If Mr. Antin's employment is terminated due to his death, the employment
agreement provides that we will pay Mr. Antin's estate his base salary during
the scheduled term of the employment agreement, accelerate the vesting of his
options and continue to provide family medical benefits. If Mr. Antin's
employment is terminated due to his disability, the employment agreement
provides that we will pay Mr. Antin his remaining base salary during the
remaining scheduled term of the employment agreement (reduced by any amounts
paid under long-term disability insurance policy maintained by us for the
benefit of Mr. Antin), accelerate the vesting of his options and continue to
provide specified benefits and perquisites. In the case of termination due to
death or disability, any unexercised options will remain exercisable for the
full term.

If Mr. Antin terminates the employment agreement for cause, if we terminate the
employment agreement without cause or in the event of a change of control, in
which event the employment of Mr. Antin terminates automatically, we will pay
Mr. Antin his remaining base salary during the remaining scheduled term of the
employment agreement plus an amount based on the greater of Mr. Antin's last
annual bonus or the average of all bonuses paid to Mr. Antin under the
employment agreement. In addition, we will accelerate the vesting of his options
and continue to provide specified benefits and perquisites. In these
circumstances, Mr. Antin may exercise his options immediately upon termination
and thereafter during the term of the option.

If Mr. Antin terminates the employment agreement without cause or we terminate
the employment agreement for cause, Mr. Antin is entitled to receive all accrued
and unpaid salary and other compensation and all accrued and unused vacation and
sick pay.

If any of the payments due Mr. Antin upon termination qualify as "excess
parachute payments" under the Internal Revenue Code, Mr. Antin also is entitled
to an additional payment to cover the tax consequences associated with excess
parachute payments.

ARTHUR J. ANTIN. Mr. Antin's employment agreement, dated as of November 27,
2001, provides for Mr. Antin to serve as our Chief Operating Officer, Senior
Vice President and Secretary for a term equal to three years from any given
date, such that there shall always be a minimum of at least three years
remaining under his employment agreement. The employment agreement provides for
Mr. Antin to receive an annual base salary of $416,000, subject to annual
increase based on comparable compensation packages provided to executives in
similarly situated companies, and to participate in a bonus plan based on annual
performance standards to be established by the compensation committee. Mr. Antin
also is entitled to specified perquisites.

specified benefits and perquisites. In these circumstances, Mr. Antin may
exercise his options immediately upon termination and thereafter during the full
term of the option.

TOMAS W. FULLER. Mr. Fuller's employment agreement dated as of November 27,
2001, provides for Mr. Fuller to serve as our Chief Financial Officer, Vice
President and Assistant Secretary for a term equal to two years from any given
date, such that there shall always be a minimum of at least two years remaining
under his employment agreement. The employment agreement provides for Mr. Fuller
to receive an annual base salary of not less than $244,000, subject to annual
increase based on comparable compensation packages provided to executives in
similarly situated companies, and to participate in a bonus plan based on annual
performance standards to be established by the compensation committee.

If Mr. Fuller's employment is terminated due to his death, the employment
agreement provides that we will pay Mr. Fuller's estate his base salary during
the scheduled term of the employment agreement, accelerate the vesting of his
options and continue to provide family medical benefits. If Mr. Fuller's
employment is terminated due to his disability, the employment agreement
provides that we will pay Mr. Fuller his remaining base salary during the
remaining scheduled term of the employment agreement (reduced by any amounts
paid under long-term disability insurance policy maintained by us for the
benefit of Mr. Fuller), accelerate the vesting of his options and continue to
provide specified benefits and perquisites. In the case of termination due to
death or disability, any unexercised options will remain exercisable for the
full term.

If Mr. Fuller terminates the employment agreement for cause, if we terminate the
employment agreement without cause or in the event of a change of control, in
which event the employment of Mr. Fuller terminates automatically, we will pay
Mr. Fuller his remaining base salary during the remaining scheduled term of the
employment agreement plus an amount based on the greater of Mr. Fuller's last
annual bonus or the average of all bonuses paid to Mr. Fuller under the
employment agreement. In addition, we will accelerate the vesting of his options
and continue to provide specified benefits and perquisites. In these
circumstances, Mr. Fuller may exercise his options immediately upon termination
and thereafter for the full term of the option.

If Mr. Fuller terminates the employment agreement without cause or we terminate
the employment agreement for cause, Mr. Fuller is entitled to receive all
accrued and unpaid salary and other compensation and all accrued and unused
vacation and sick pay.

If any of the payments due Mr. Fuller upon termination qualify as "excess
parachute payments" under the Internal Revenue Code, Mr. Fuller also is entitled
to an additional payment to cover the tax consequences associated with excess
parachute payments.

In the event of a change of control and at our request, each of Messrs. Robert
L. Antin, Arthur J. Antin and Tomas W. Fuller is obligated to continue to serve
under the same terms and conditions of his employment agreement for a period of
up to 180 days following the termination date at his then-current base salary.

NEIL TAUBER. Mr. Tauber's employment agreement, dated as of September 20, 2000,
as amended on March 25, 2003, expired on September 20, 2004. On March 3, 2003,
we executed an agreement with Mr. Tauber which provides that, following the
expiration of the term of Mr. Tauber's Employment Agreement, if Mr. Tauber's
employment with us terminates for any reason other than for cause, then we will
pay Mr. Tauber the amount he would have earned as base salary during the 12
months following the termination date (reduced by any amounts paid under any
long-term disability insurance policy maintained by us for the benefit of Mr.
Tauber) and continue to provide medical benefits for the 12 months following the
termination date.

REPORT OF COMPENSATION COMMITTEE

THE INFORMATION IN THIS COMPENSATION COMMITTEE REPORT SHALL NOT BE DEEMED
TO BE "SOLICITING MATERIAL," OR TO BE "FILED" WITH THE SECURITIES AND
EXCHANGE COMMISSION OR TO BE SUBJECT TO REGULATION 14A OR 14C AS
PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION, OR TO THE
LIABILITIES OF SECTION 18 OF THE SECURITIES AND EXCHANGE ACT OF 1934.

The Compensation Committee is comprised of three directors, each of whom are
independent within the meaning of the Nasdaq listing standards. From the
beginning of fiscal year 2004 to April 2004, the Committee was comprised of Mr.
Reddick and Mr. Baumer. In April 2004, Mr. Chickering joined the Compensation
Committee. The Committee advises the Board on the policies that govern the
Company's compensation programs, establishes the compensation of executive
officers and administers the Company's stock incentive plans. In connection with
its deliberations, the Committee seeks the views of the Chief Executive Officer
with respect to appropriate compensation levels of the other executive officers.

TOTAL COMPENSATION. The compensation program for executive officers is designed
to attract, motivate, reward and retain highly skilled executive officers who
have the talent and experience necessary to advance the Company's short- and
long-term interests. We believe that this approach effectively serves VCA's
stockholders' best interests by tying a significant portion of incentive
compensation to the achievement of goals that are aligned with your goals. The
principal elements of total compensation paid to executive officers of the
Company consist of base salary, annual incentive bonuses and periodic grants of
stock options.

BASE SALARY. We review the base salary of each executive officer annually. In
the conduct of these reviews, we consider the following factors: compensation
levels of similarly positioned executive officers in comparable companies; the
performance of the company as a whole; the performance of the business area or
function for which the executive officer is responsible; and qualitative factors
reflecting the individual performance of the particular executive officer.

ANNUAL INCENTIVES. In 2004, we designed an annual incentive bonus program that
we believe creates a direct link between pay and performance for our executive
officers. In the case of the Chief Executive Officer, Chief Operating Officer,
Senior Vice President of Development and Chief Financial Officer, bonus ranges
and performance targets were established for 2004 and bonus payments awarded
based upon the level of achievement against those targets. In the case of the
Principal Accounting Officer, the amount of the bonus paid for 2004 was
determined in our discretion following the end of 2004. The annual performance
target for the Chief Executive Officer for 2004 was determined by the Committee
in its sole discretion. The annual performance targets for the Chief Operating
Officer, Senior Vice President of Development and Chief Financial Officer for
2004 were set by the Committee after consideration of the recommendation of the
Chief Executive Officer. The targets were determined with specific reference to
the Company's overall performance and goals, as well as the performance and
goals of the division or function over which each individual executive officer
had primary responsibility. Cash bonuses paid to the Chief Executive Officer,
Chief Operating Officer and Chief Financial Officer for performance in 2004 were
based on adjusted EBITDA targets. The cash bonus paid to the Senior Vice
President of Development for performance in 2004 was based on adjusted EBITDA
targets and annual development targets. The extent to which annual performance
targets are met determines a range of percentages for which the cash bonus may
be calculated based on that executive officer's annual base salary. Potential
annual target awards for the Chief Executive Officer in 2004 ranged from 0% to
100% of the his base salary; the actual annual target award for the Chief
Executive Officer in 2004 was 100% of his base salary. Potential annual target
awards for the Chief Operating Officer in 2004 ranged from 0% to 90% of his base
salary; the actual annual target award for the Chief Operating Officer in 2004
was 90% of his base salary. Potential annual target awards for the Senior Vice
President of Development and the Chief Financial Officer in 2004 ranged from 0%
to 70% of their base salaries; the actual annual target awards for the Senior
Vice President of Development and the Chief Financial Officer in 2004 were 70%
of their base salaries.

STOCK OPTIONS AND AWARDS. We believe that awarding stock options to our
executive officers will motivate them to focus on the Company's long-term
performance. Stock option grants are generally made to an executive officer upon
commencement of service or entering into an employment agreement and
periodically during their tenure with the Company. We consider and approve
grants of stock options to the Company's directors and executive officers. All
grants of stock options shall have an exercise price not less than the fair
market value of our common stock on the date of grant. The fair market value of
our common stock is determined by the per share closing price of our common
stock on the day immediately preceding the date of grant. In October 2004, we
approved stock option

grants to the Company's executive officers representing the following number of
shares, each at an exercise price of $19.40 per share: 425,000 shares to the
Chief Executive Officer and 175,000 shares to each of the Chief Operating
Officer, Chief Financial Officer and Senior Vice President of Development. All
of these stock option grants vest on April 1, 2005. In March 2004, we approved
stock option grants which included an option grant of 40,000 shares to the
Principal Accounting Officer at an exercise price of $16.11 per share. One-fifth
of these options vest on each of September 1, 2005, September 1, 2006, and
September 1, 2007, and the remaining two-fifths of these options vest on
September 1, 2008.

DETERMINATION OF CHIEF EXECUTIVE OFFICER'S COMPENSATION. During fiscal 2004, the
Chief Executive Officer's annual base salary was $562,432. For performance in
fiscal 2004, the Chief Executive Officer received a cash bonus of $562,432. This
compensation package was established based on the factors described above.

OMNIBUS BUDGET RECONCILIATION ACT IMPLICATIONS FOR EXECUTIVE COMPENSATION.
Effective January 1, 1994, under Section 162(m) of the Internal Revenue Code of
1986, as amended, a public company generally will not be entitled to a deduction
for non-performance-based compensation paid to certain executive officers to the
extent that compensation exceeds $1.0 million. Special rules apply for
"performance-based" compensation, including the approval of the performance
goals by the stockholders of the Company.

Except with respect to a portion of the Company's Chief Executive Officer's
compensation, all compensation paid to the Company's employees in fiscal 2004
will be fully deductible. With respect to compensation to be paid to executive
officers in 2005 and future years, in certain instances that compensation may
exceed $1.0 million. However, in order to maintain flexibility in compensating
executive officers in a manner designed to promote varying corporate goals, the
Board has not adopted a policy that all compensation must be deductible.

The Compensation Committee

JOHN M. BAUMER
JOHN B. CHICKERING, JR.
FRANK REDDICK

REPORT OF AUDIT COMMITTEE

THE INFORMATION IN THIS AUDIT COMMITTEE REPORT SHALL NOT BE DEEMED TO BE
"SOLICITING MATERIAL," OR TO BE "FILED" WITH THE SECURITIES AND EXCHANGE
COMMISSION OR TO BE SUBJECT TO REGULATION 14A OR 14C AS PROMULGATED BY THE
SECURITIES AND EXCHANGE COMMISSION, OR TO THE LIABILITIES OF SECTION 18 OF
THE SECURITIES AND EXCHANGE ACT OF 1934.

Until April 2004, Mr. Reddick, Mr. Baumer and Mr. Heil comprised the members of
the Audit Committee. In April 2004 the composition of the Committee was changed
to meet the requirements of the applicable Nasdaq listing standards, federal law
and the rules and regulations of the Securities and Exchange Commission, whereby
Mr. Reddick stepped down and Mr. Chickering was appointed to the Committee as
Chairman and a financial expert.

The Committee reviews the Company's financial reporting process on behalf of the
Board of Directors. Management has the primary responsibility for the financial
statements and the reporting process, including the system of internal controls.

In this context, the Committee has met and held discussions with management and
the independent auditor regarding the fair and complete presentation of the
Company's results. The Committee has discussed significant accounting policies
applied by the Company in its financial statements, as well as alternative
treatments. Management represented to the Committee that the Company's
consolidated financial statements were prepared in accordance with generally
accepted accounting principles, and the Committee has reviewed and discussed the
consolidated financial statements with management and the independent auditor.
The Committee discussed with the independent auditor matters required to be
discussed by Statement on Auditing Standards No. 61 (Communication With Audit
Committees).

In addition, the Committee has received the written disclosures and the letter
from the independent auditor required by the Independence Standards Board
Standard No. 1 (Independence Discussions With Audit Committees), and the
Committee has discussed with the independent auditor the auditor's independence
from the Company and its management. The Committee also has considered whether
the independent auditor's provision of non-audit services to the Company is
compatible with the auditor's independence. The Committee has concluded that the
independent auditor is independent from the Company and its management.

The Committee reviewed and discussed the Company's policies with respect to risk
assessment and risk management.

The Committee discussed with the Company's independent auditor the overall scope
and plans for its audit. The Committee met with the independent auditor, with
and without management present, to discuss the results of its examination, the
evaluations of the Company's internal controls, and the overall quality of the
Company's financial reporting.

In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors, and the Board of Directors approved, that
the audited financial statements be included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2004, for filing with the Securities
and Exchange Commission. The Committee has selected and engaged KPMG LLP as the
Company's independent auditor for the fiscal year ending December 31, 2005 and
the fiscal quarters of 2005.

Audit Committee

JOHN M. BAUMER
JOHN B. CHICKERING, JR.
JOHN HEIL

PERFORMANCE GRAPH

The following graphs set forth the percentage change in cumulative total
stockholder return of our common stock for the following periods: (1) December
31, 1999 to September 20, 2000 (the date we consummated our recapitalization,
and during which time we were known as Veterinary Centers of America, Inc.) and
(2) November 21, 2001 (the effective date of our initial public offering) to
December 31, 2004. These periods are compared with the cumulative returns of the
NASDAQ Stock Market (U.S. Companies) Index and the Russell 2000 Index. The
comparison assumes $100 was invested on each of December 31, 1999 and November
21, 2001 in our common stock in each of the foregoing indices. The stock price
performance on the following graph is not necessarily indicative of future stock
price performance.

COMPARISON OF 9 MONTH CUMULATIVE TOTAL RETURN*
AMONG VETERINARY CENTERS OF AMERICA,
THE NASDAQ STOCK MARKET (U.S.) INDEX AND THE RUSSELL 2000 INDEX

[OBJECT OMITTED]

CUMULATIVE TOTAL RETURN
-----------------------
12/99 9/20/00
------ -------

VETERINARY CENTERS OF AMERICA 100.00 115.53
NASDAQ STOCK MARKET (U.S.) 100.00 91.37
RUSSELL 2000 100.00 107.33

COMPARISON OF 37 MONTH CUMULATIVE TOTAL RETURN*
AMONG VCA ANTECH, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE RUSSELL 2000 INDEX

[OBJECT OMITTED]

Cumulative Total Return
-----------------------
11/01 12/01 12/02 12/03 12/04
------ ------ ------ ------ -------

VCA ANTECH, INC. 100.00 121.20 150.00 309.80 392.00
NASDAQ STOCK MARKET (U.S.) 100.00 117.81 68.38 99.34 104.93
RUSSELL 2000 100.00 114.39 90.96 133.94 158.49

CERTAIN TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS
----------------------------------------------------------

Except as disclosed in this Proxy Statement, neither our directors or executive
officers, nor any stockholder owning more than five percent of our issued
shares, nor any of their respective associates or affiliates, had any material
interest, direct or indirect, in any material transaction to which we were a
party during fiscal 2004, or which is presently proposed.

We believe, based on our reasonable judgment, but without further investigation,
that the terms of each of the following transactions or arrangements between us
and our affiliates, officers, directors or stockholders which were parties to
the transactions were, on an overall basis, at least as favorable to us as could
then have been obtained from unrelated parties.

See "Employment and Severance Agreements" for a summary of employment agreements
with certain of our executive officers.

TRANSACTIONS WITH ZOASIS CORPORATION

We incurred marketing expenses for vaccine reminders and other direct mail
services provided by Zoasis, an Internet based business that is majority owned
by Robert L. Antin, our Chief Executive Officer and Chairman. Arthur J. Antin,
our Chief Operating Officer, owns a 10% interest in Zoasis, and another officer
sold his entire 1% interest in Zoasis in fiscal year 2004 for less than $15,000.
The expense incurred was $946,000, $993,000 and $850,000 for the years ended
December 31, 2004, 2003 and 2002, respectively. The pricing of these services is
comparable to prices paid by us to independent third parties for similar
services.

Prior to December 2003, Zoasis owned, developed and licensed to us software that
our laboratory operations use to deliver laboratory results to clients over the
Internet and our animal hospitals use to communicate with vendors in the
procurement of operating supplies over the Internet. In December 2003, we
entered into an agreement with Zoasis pursuant to which we acquired all of
Zoasis' right, title and interest in and to this software in exchange for the
705,355 shares of Series A Preferred Stock of Zoasis then held by us. The value
of such stock was written off in 2000 and, consequently, had no value on our
books at the time of the transfer. Concurrently with the purchase of the
software, we granted to Zoasis a limited, royalty-free, non-exclusive license to
the software for internal use by Zoasis. We agreed not to grant any other
licenses in the software for a period of five years except that we may grant
licenses to our affiliates and subsidiaries. Both we and Zoasis have a right to
make modifications to the software, but all modifications and derivative works
are owned by us. The software is currently hosted at our expense at a third
party hosting facility for the benefit of both parties; however, Zoasis was
obligated to fund up to $35,000 in hosting fees each month through July 31,
2004.

STOCKHOLDERS' AGREEMENT AND PUBLIC OFFERINGS

On September 20, 2000, we entered into a stockholders agreement with each of our
then stockholders, under which each party to the stockholders agreement has
registration rights. In connection with these registration rights, we agreed to
pay any expenses associated with any demand registrations or piggyback
registrations.

In April 2004, pursuant to the registration rights granted in our stockholders
agreement, we filed a shelf registration on Form S-3 which registered for sale
the entire amount of shares of our common stock owned by an affiliate of Leonard
Green & Partners, LP, or 13,693,874 shares. On May 18, 2004, Leonard Green &
Partners, LP, sold 6,900,000 of these shares. Each of John M. Baumer, John G.
Danhakl and Peter J. Nolan is a partner of Leonard Green & Partners, LP, and
served as one of our directors at the time of this transaction. In August 2004,
Leonard Green & Partners, LP, sold an additional 6,513,874 of these shares. John
M. Baumer is a partner of Leonard Green & Partners, LP, and served as one of our
directors at the time of this transaction. These share amounts reflect a 100%
stock dividend paid on August 25, 2004.

LEGAL SERVICES

The law firm of Akin Gump Strauss Hauer & Feld LLP currently provides, and
provided during fiscal year 2004, legal services to us. Frank Reddick, who
joined us as a director in February 2002, is a partner in Akin Gump Strauss
Hauer & Feld LLP.

PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding beneficial ownership of our
common stock as of March 31, 2005, by:

o each of our directors;

o each of our Named Executive Officers;

o all of our directors and Named Executive Officers as a group; and

o all other stockholders known by us to beneficially own more than 5% of
our outstanding common stock.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to options held by that person that are currently
exercisable or exercisable within 60 days of the date as of which this
information is provided, and not subject to repurchase as of that date, are
deemed outstanding. These shares, however, are not deemed outstanding for the
purposes of computing the percentage ownership of any other person.

Except as indicated in the notes to this table, and except pursuant to
applicable community property laws, each stockholder named in the table has sole
voting and investment power with respect to the shares shown as beneficially
owned by them. Percentage ownership is based on 82,234,320 shares of common
stock outstanding on March 31, 2005. Unless otherwise indicated, the address for
each of the stockholders listed below is c/o VCA Antech, Inc., 12401 West
Olympic Boulevard, Los Angeles, California 90064.

NUMBER OF
SHARES OF
COMMON STOCK PERCENT OF
BENEFICIALLY COMMON STOCK
OWNED (1) OUTSTANDING
-------------- --------------

Select Equity Group, Inc. & Select Offshore Advisors, LLC (2) 7,249,834 8.8%
Morgan Stanley (3)........................................... 6,334,957 7.7
Franklin Resources, Inc. (4)................................. 5,000,512 6.1
Robert L. Antin (5).......................................... 3,231,260 3.9
Arthur J. Antin (6).......................................... 1,311,110 1.6
Tomas W. Fuller (7).......................................... 518,020 *
Neil Tauber (8).............................................. 310,000 *
Dawn R. Olsen (9)............................................ 82,125 *
John M. Baumer (10).......................................... 280,000 *
John B. Chickering, Jr. (11)................................. 15,000 *
John A. Heil (12)............................................ 50,000 *
Frank Reddick (13)........................................... 90,000 *
All directors and executive officers as a group
(9 persons) (14)........................................... 5,387,515 6.4
* Indicates less than one percent.

-----------------------

(1) All share amounts have been adjusted to reflect a 100% stock dividend paid
on August 25, 2004.
(2) Includes: (a) 5,638,199 shares of common stock held by Select Equity Group,
Inc. and (b) 1,611,635 shares of common stock held by Select Offshore
Advisors, LLC. George S. Loening is the controlling shareholder of each of
these stockholders. The address for each stockholder and George S. Loening
is 380 Lafayette Street, 6th Floor, New York, New York 10003. Information
based on a Schedule 13G/A filed February 14, 2005.
(3) Includes 4,135,004 shares of common stock held by Morgan Stanley Investment
Management, Inc., a business unit of Morgan Stanley. The address of Morgan
Stanley is 1585 Broadway, New York, New York 10036. The address of Morgan
Stanley Investment Management, Inc. is 1221 Avenue of the Americas, New
York, New York 10020. Information based on a Schedule 13G filed February
15, 2005.

(4) Includes: (a) 4,970,512 shares of common stock held by Franklin Advisors,
Inc. and (b) 30,000 shares of common stock held by Fiduciary Trust Company
International. Franklin Resources, Inc. is the parent company of these
entities. Charles B. Johnson and Rupert H. Johnson are controlling
stockholders. The address of each entity and controlling stockholder is One
Franklin Parkway, San Mateo, California 94403. Information based on a
Schedule 13G filed February 14, 2005.
(5) Includes: (a) 500,000 shares held by family trusts established for the
benefit of Mr. Robert L. Antin's family; and (b) 642,500 shares of common
stock reserved for issuance upon exercise of stock options that are or will
be exercisable on or before May 30, 2005.
(6) Includes: (a) 500,000 shares held by Mr. Arthur J. Antin as trustee of
family trusts established for the benefit of Mr. Robert L. Antin's family;
and (c) 393,190 shares of common stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or before May 30,
2005.
(7) Includes 342,500 shares of common stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or before May 30,
2005.
(8) Includes 287,500 shares of common stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or before May 30,
2005.
(9) Consists of 82,125 shares of common stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or before
May 30, 2005.
(10) John M. Baumer is a partner in Leonard Green & Partners, LP, the parent
of Green Equity Investors III, L.P., which owns 280,000 shares of our
common stock. As such, Mr. Baumer may be deemed to have shared voting and
investment power with respect to all shares held by Leonard Green &
Partners, LP. Mr. Baumer disclaims beneficial ownership of the securities
held by Leonard Green & Partners, LP, except to the extent of his
pecuniary interest therein.
(11) Consists of 15,000 shares of common stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or before
May 30, 2005.
(12) Consists of 50,000 shares of common stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or before
May 30, 2005.
(13) Consists of 90,000 shares of common stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or before
May 30, 2005.
(14) Includes 1,902,815 shares of common stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or before
May 30, 2005.

CODE OF ETHICS

We have adopted a Code of Ethics and Business Conduct applicable to all of our
employees as well as our directors and executive officers. Our Code of Ethics
and Business Conduct is designed to set the standards of business conduct and
ethics and to help directors and employees resolve ethical issues. Our Code of
Ethics and Business Conduct applies to our Chief Executive Officer, Chief
Financial Officer, all other senior financial executives and to our directors
when acting in their capacity as directors. The purpose of our Code of Ethics
and Business Conduct is to ensure to the greatest possible extent that our
business is conducted in a consistently legal and ethical manner. Employees may
submit concerns or complaints regarding audit, accounting, internal controls or
other ethical issues on a confidential basis by means of a toll-free telephone
call or an anonymous email. We investigate all concerns and complaints. Copies
of our Code of Ethics and Business Conduct are posted on our website at
http://investor.vcaantech.com.

We intend to disclose on our website amendments to, or waivers from, any
provision of our Code of Ethics and Business Conduct which applies to our Chief
Executive Officer, Chief Financial Officer, Principal Accounting
Officer/Controller and persons performing similar functions and amendments to,
or waivers from, any provision which relates to any element of our Code of
Ethics and Business Conduct described in Item 406(b) of Regulation S-K.

STOCKHOLDER PROPOSALS

Any stockholder who intends to present a proposal at the 2006 Annual Meeting of
Stockholders for inclusion in our Proxy Statement and Proxy form relating to our
2006 Annual Meeting must submit his, her or its proposal to us at our principal
executive offices by February 1, 2006. In addition, in the event a stockholder
proposal is not received by the Company by April 22, 2006, the Proxy to be
solicited by the Board of Directors for the 2006 Annual Meeting

will confer discretionary authority on the holders of the Proxy to vote the
shares if the proposal is presented at the 2006 Annual Meeting without any
discussion of the proposal in the Proxy Statement for that meeting.

SEC rules and regulations provide that if the date of the Company's 2006 Annual
Meeting is advanced or delayed more than 30 days from the date of the 2005
Annual Meeting, stockholder proposals intended to be included in the proxy
materials for the 2006 Annual Meeting must be received by the Company within a
reasonable time before the Company begins to print and mail the proxy materials
for the 2006 Annual Meeting. Upon determination by the Company that the date of
the 2006 Annual Meeting will be advanced or delayed by more than 30 days from
the date of the 2005 Annual Meeting, the Company will disclose that change in
the earliest possible Quarterly Report on Form 10-Q.

ON BEHALF OF THE BOARD OF DIRECTORS

/s/ Tomas W. Fuller
-------------------------------------------
TOMAS W. FULLER
CHIEF FINANCIAL OFFICER, VICE PRESIDENT AND
SECRETARY

12401 West Olympic Boulevard
Los Angeles, California 90064-1022
May 9, 2005

VCA ANTECH, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned, a stockholder of VCA Antech, Inc., a Delaware corporation (the
"Company"), hereby nominates, constitutes and appoints Robert L. Antin and Tomas
W. Fuller, or either one of them, as proxy of the undersigned, each with full
power of substitution, to attend, vote and act for the undersigned at the Annual
Meeting of Stockholders of the Company, to be held on Monday, June 6, 2005, and
any postponements or adjournments thereof, and in connection therewith, to vote
and represent all of the shares of the Company which the undersigned would be
entitled to vote with the same effect as if the undersigned were present, as
follows:

A VOTE "FOR" ALL PROPOSALS IS RECOMMENDED BY THE BOARD OF DIRECTORS:

Proposal 1. To elect the nominees as Class III directors:

CLASS III
---------
John B. Chickering, Jr.
John Heil

|_| FOR ALL NOMINEES LISTED ABOVE (except as marked to the contrary below)

|_| WITHHELD for all nominees listed above

INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space below:

----------------------------------------------------------------------

The undersigned hereby confer(s) upon the proxies and each of them
discretionary authority with respect to the election of directors in the
event that any of the above nominees is unable or unwilling to serve.

Proposal 2. To ratify the appointment of KPMG LLP as the Company's independent
public accountants.

|_| FOR |_| AGAINST |_| ABSTAIN

The undersigned hereby revokes any other proxy to vote at the Annual Meeting,
and hereby ratifies and confirms all that said attorneys and proxies, and each
of them, may lawfully do by virtue hereof. With respect to matters not known at
the time of the solicitation hereof, said proxies are authorized to vote in
accordance with their best judgment.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ABOVE OR,
TO THE EXTENT NO CONTRARY DIRECTION IS INDICATED, WILL BE TREATED AS A GRANT OF
AUTHORITY TO VOTE FOR THE PROPOSALS. IF ANY OTHER BUSINESS IS PRESENTED AT THE
ANNUAL MEETING, THIS PROXY CONFERS AUTHORITY TO AND SHALL BE VOTED IN ACCORDANCE
WITH THE RECOMMENDATIONS OF THE PROXIES.

The undersigned acknowledges receipt of a copy of the Notice of Annual Meeting
dated May ____, 2005 and the accompanying Proxy Statement relating to the Annual
Meeting.

Dated:___________________________, 2005

Signature:_____________________________

Signature:_____________________________
Signature(s) of Stockholder(s)
(See Instructions Below)

The Signature(s) hereon should
correspond exactly with the name(s)
of the Stockholder(s) appearing on
the Share Certificate. If stock is
held jointly, all joint owners
should sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give
full title as such. If signer is a
corporation, please sign the full
corporation name, and give title of
signing officer.

|_| Please indicate by checking this box if you anticipate attending
the Annual Meeting.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE