8-K

CHEWY, INC.

Date: July 15, 2025

/s/ Da-Wai Hu

General Counsel and 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): July 10, 2025

CHEWY, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-38936

90-1020167

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

7700 West Sunrise Boulevard

Plantation, Florida

33322

(Address of Principal Executive Offices)

(Zip Code)

(786) 320-7111

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

☐

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 pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, par value $0.01 per share

CHWY

New York Stock Exchange

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

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 5.07.

Submission of Matters to a Vote of Security Holders.

On July 10, 2025, Chewy, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were (1) the election of Mathieu Bigand, David Leland, Lisa Sibenac and Sumit Singh to the Company’s board of directors (the “Board”) as class III directors (the “Class III Directors”), each with a term expiring at the 2028 annual meeting of stockholders or until his or her successor is duly elected and qualified or, if sooner, until his or her earlier death, resignation, retirement, disqualification, or removal, (2) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2026, and (3) the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers.

Based on the votes by holders of Class A common stock and Class B common stock voting together, the final results for each proposal presented for a vote of stockholders at the Annual Meeting are set forth below:

1.	The election of Mathieu Bigand, David Leland, Lisa Sibenac, and Sumit Singh to the Board as Class III Directors:


DIRECTOR NOMINEE	VOTES FOR	VOTES WITHHELD	BROKER NON-VOTES
Mathieu Bigand	1,974,882,827	63,393,561	28,299,879
David Leland	1,973,751,010	64,525,378	28,299,879
Lisa Sibenac	1,960,749,801	77,526,587	28,299,879
Sumit Singh	1,971,467,507	66,808,881	28,299,879

2.	The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2026:


VOTES FOR	VOTES AGAINST	ABSTENTIONS	BROKER NON-VOTES
2,065,671,039	784,413	120,815	0

3.	The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers:


VOTES FOR	VOTES AGAINST	ABSTENTIONS	BROKER NON-VOTES
1,916,973,994	115,189,566	6,112,828	28,299,879

No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEC Form 8-K filed by Chewy Inc.