DEF 14A 1 ny20003194x1_def14a.htm DEF 14A

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 ☒

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))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

CHEWY, INC.

(Name of Registrant as Specified In Its Charter)

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

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

1855 Griffin Road, Suite B-428

Dania Beach, FL 33004

May 26, 2022

Dear Stockholders:

WHAT:	2022 Annual Meeting of Stockholders of Chewy, Inc. (the “Annual Meeting”).
WHEN:	Thursday, July 14, 2022, at 10:00 a.m., Eastern Time.
WHERE:	Our Annual Meeting will be held virtually, conducted via live audio webcast, a format designed to increase stockholder access, reduce the environmental impact of a physical meeting, and save Chewy and our stockholders time and money. In addition to online attendance, this meeting format provides stockholders the opportunity to hear all portions of the official Annual Meeting, submit written questions during the Annual Meeting, and vote online during the open poll section of the Annual Meeting. You are invited to attend the live webcast of our meeting, vote your shares, and submit questions at https://www.virtualshareholdermeeting.com/CHWY2022. To join the meeting, you will need the 16-digit control number that is printed on your Notice of Internet Availability of Proxy Materials (the “Notice”). When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at 9:45 a.m., Eastern Time, on Thursday, July 14, 2022. If a bank, brokerage firm, or other nominee holds your shares, you should contact that organization for additional information.
WHY:	We are holding the Annual Meeting for the following purposes, as more fully described in our proxy statement:
	1.	to elect to our Board of Directors four director nominees for three-year terms (Proposal No. 1);
	2.	to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 29, 2023 (Proposal No. 2);
	3.	to approve, on a non-binding, advisory basis, the compensation of our named executive officers (Proposal No. 3);
	4.	to approve the Chewy, Inc. 2022 Omnibus Incentive Plan, including an increase in the number of shares reserved for issuance by 40,000,000 shares (Proposal No. 4); and
	5.	to transact such other business as may properly be presented at the Annual Meeting or any adjournments or postponements thereof.
RECORD DATE:	Stockholders of record as of the close of business on May 17, 2022 (the “Record Date”) are entitled to the Notice and to vote at the Annual Meeting or at any adjournment or postponement that takes place.
PROXY VOTING:	On or about May 26, 2022, we will mail to stockholders of record as of the Record Date (other than those who previously requested electronic or paper delivery on an ongoing basis) a Notice with instructions for accessing our proxy materials and voting instructions over the Internet, by telephone, or by mail. We expect that our proxy statement and other proxy materials will be available to stockholders on this same date.
	Your vote is very important. Whether or not you plan to attend our Annual Meeting, we encourage you to read our proxy materials and submit your proxy or voting instructions as soon as possible.

Thank you for your ongoing support and we hope you can join us at our Annual Meeting.

Sincerely,


Susan Helfrick
General Counsel & Secretary

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General Information About our Annual Meeting			1
Board of Directors and Corporate Governance			8
Board of Directors			8
Director Independence			12
Board Leadership Structure			12
Board Evaluation Process			13
Board Committees			13
Role of our Board in Risk Oversight			16
Attendance at Board, Committee, and Stockholder Meetings			16
Director Compensation			17
Communications with our Board			18
Corporate Governance Guidelines and Code of Conduct and Ethics			19
Diversity, Equity, and Inclusion			19
Corporate Responsibility			19
Certain Relationships and Related Party Transactions			19
PROPOSAL 1: Election of Directors			23
Security Ownership Information			24
Security Ownership of Certain Beneficial Owners and Management			24
Delinquent Section 16(a) Reports			26
Independent Registered Public Accounting Firm			27
Principal Accountant Fees and Services			27
Pre-Approval Policies and Procedures			27
Audit Committee Report			27
PROPOSAL 2: Ratification of Appointment of Independent Registered Public Accounting Firm			29
Named Executive Officer Compensation			30
Compensation Discussion and Analysis			30
Compensation Related Risks			35
Compensation Committee Report			35
Compensation Tables			36
Employment Agreements and Potential Payments Upon Termination or Change in Control			38
CEO Pay Ratio			41
PROPOSAL 3: Advisory Vote on Named Executive Officer Compensation			42
Chewy, Inc. 2022 Omnibus Incentive Plan			43
PROPOSAL 4: Chewy, Inc. 2022 Omnibus Incentive Plan			43
Other Matters			50
Materials Not Incorporated by Reference			50
Annual Report on Form 10-K			50
Appendix A			A-1
Reconciliation of Non-GAAP Financial Measures			A-1
Appendix B			B-1
Chewy, Inc. 2022 Omnibus Incentive Plan			B-1

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GENERAL INFORMATION ABOUT OUR ANNUAL MEETING

1.	Why am I receiving these materials?

The Board of Directors (the “Board”) of Chewy, Inc., a Delaware corporation (the “Company” or “Chewy”), is providing these proxy materials to you in connection with our 2022 Annual Meeting of Stockholders (the “Annual Meeting”), which will take place via live audio webcast on Thursday, July 14, 2022, at 10:00 a.m., Eastern Time. As a stockholder, you are invited to attend the Annual Meeting and requested to vote on the items of business described in this proxy statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may follow the instructions below to submit your proxy over the Internet, by telephone, or by mail.

2.	How do I attend and participate in the Annual Meeting?

Our Annual Meeting will be conducted via live audio webcast, a format designed to improve stockholder access, reduce the environmental impact of a physical meeting, and save Chewy and our stockholders time and money. In addition to online attendance, this meeting format provides stockholders the opportunity to hear all portions of the official Annual Meeting and vote online during the open poll section of the Annual Meeting. You may attend the Annual Meeting by visiting https://www.virtualshareholdermeeting.com/CHWY2022. You will need the 16-digit control number that is printed on your Notice Regarding the Availability of Proxy Materials (the “Notice”). Please allow ample time for online check-in, which will begin at 9:45 a.m., Eastern Time, on Thursday, July 14, 2022. If a bank, brokerage firm, or other nominee holds your shares, you should contact that organization for additional information.

You may submit a question in advance of the Annual Meeting at www.proxyvote.com after logging in with your 16-digit control number. Questions may be submitted during the Annual Meeting through https://www.virtualshareholdermeeting.com/CHWY2022.

3.	Who may vote at the Annual Meeting?

Stockholders who own shares of our common stock as of the close of business on May 17, 2022 (the “Record Date”), or their valid proxy holders are entitled to vote at the Annual Meeting. As of the Record Date, we had 109,418,531 shares of Class A common stock outstanding and 311,188,356 shares of Class B common stock outstanding. Holders of Class A common stock are entitled to one vote per share on any matter that is submitted to a vote of stockholders. Holders of Class B common stock are entitled to ten votes per share on any matter that is submitted to a vote of stockholders. Holders of Class A and holders of Class B common stock vote together as a single class on any matter (including the election of directors) that is submitted to a vote of our stockholders, unless otherwise required by law or our amended and restated certificate of incorporation. Stockholders are not permitted to cumulate votes with respect to the election of directors.

A complete list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder for any purpose germane to the Annual Meeting for at least ten days before the Annual Meeting during ordinary business hours at our principal executive office. In addition, the stockholder list will be available to any stockholder for examination online during the Annual Meeting.

4.	How can I access the proxy materials over the Internet?

An electronic copy of the proxy materials is available at www.proxyvote.com. You can also access the materials at https://investor.chewy.com.

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5.	How can I request a paper or email copy of the proxy materials?

If you want to receive a paper or email copy of the proxy materials, you must request one. There is no charge for requesting a copy. However, please submit your request on or before June 30, 2022 to facilitate timely delivery. You may request a copy by choosing one of the following methods:

•	By Internet: www.proxyvote.com

•	By telephone: 1-800-579-1639

•	By email: sendmaterial@proxyvote.com (follow instructions on the Notice)

6.	What matters are being voted on at the Annual Meeting?

Stockholders will vote on four proposals at the Annual Meeting:

•	Proposal 1: To elect to the Company’s Board of Directors four director nominees for three-year terms;

•	Proposal 2: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2023;

•	Proposal 3: To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; and

•	Proposal 4: To approve the Chewy, Inc. 2022 Omnibus Incentive Plan (the “2022 Plan”), including an increase in the number of shares reserved for issuance by 40,000,000.

Additionally, stockholders are entitled to vote on such other business as may properly be presented at the Annual Meeting or any adjournment or postponement thereof.

We are not aware of any matters to be voted on by stockholders at the Annual Meeting other than those included in the proxy materials. If any matter is properly presented at the meeting, your executed proxy gives your proxy holder discretionary authority to vote your shares in accordance with their best judgment with respect to the matter.

7.	How does our Board recommend that stockholders vote on the proposals?

Our Board recommends that you vote your shares:

•	“FOR” the election of all of the Board’s director nominees for three-year terms, as described in Proposal 1;

•	“FOR” the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2023, as described in Proposal 2;

•	“FOR” approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers, as described in Proposal 3; and

•	“FOR” approval of the 2022 Plan, including an increase in the number of shares reserved for issuance by 40,000,000 shares as described in Proposal 4.

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8.	What vote is required to approve each of the proposals?

Proposal 1: Each director is elected by a plurality of the votes of the shares present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. “Plurality” means that the four nominees who receive the largest number of votes cast “For” such nominees are elected as directors. You may vote “For” or “Withhold” authority to vote for each of the nominees. Any shares voted “Withhold” and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the outcome of the election.

Proposal 2: The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending January 29, 2023 requires the affirmative vote of a majority of the voting power of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. This means that, of the shares represented at the Annual Meeting and entitled to vote, a majority of them must vote “For” the proposal for it to be approved. You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal and will have the same effect as a vote “Against” this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Proposal 3: The approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the voting power of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. This means that, of the shares represented at the Annual Meeting and entitled to vote, a majority of them must vote “For” the proposal for it to be approved. You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal and will have the same effect as a vote “Against” this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Proposal 4: The approval of the 2022 Plan requires the affirmative vote of a majority of the voting power of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. This means that, of the shares represented at the Annual Meeting and entitled to vote, a majority of them must vote “For” the proposal for it to be approved. You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal and will have the same effect as a vote “Against” this proposal. Broker non-votes will have no effect on the outcome of this proposal.

9.	As a controlled company, how does the voting power of our principal stockholders affect approval of the proposals being voted on at the Annual Meeting?

Affiliates of BC Partners LLP (BC Partners LLP, together with its affiliates, “BC Partners”) currently beneficially own a majority of our outstanding common stock and have the power to approve any action requiring a majority vote of the combined voting power of our outstanding Class A common stock and Class B common stock. As of the Record Date, BC Partners beneficially owned, in aggregate, approximately 78.2% of the outstanding shares of our common stock, representing approximately 97.1% of the total voting power of all outstanding series of common stock.

10.	How do I vote?

If you are a “stockholder of record” on the Record Date, then you may attend the Annual Meeting and submit your vote or vote by proxy over the telephone, through the Internet, or by using a proxy card that you may request. To vote your shares at the Annual Meeting, please see Question 12. To vote your shares without attending the meeting, please see Question 13 or the instructions on your Notice.

If you are a “beneficial owner” on the Record Date, you have the right to instruct your bank, brokerage firm, or other nominee on how to vote the shares in your account. In order for your shares to be voted in the way you would like, you must provide voting instructions to your bank, brokerage firm, or other nominee by the deadline provided in the proxy materials you receive from such organization.

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Your vote is very important. Whether or not you plan to attend the Annual Meeting, you are encouraged to submit a proxy or voting instructions before the Annual Meeting to ensure your vote is represented.

11.	What is the difference between a “stockholder of record” and a “beneficial owner”?

Whether you are a “stockholder of record” or a “beneficial owner” with respect to your shares of our common stock depends on how you hold your shares:

•

Stockholder of record: If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered, with respect to those shares, the stockholder of record and the Notice was sent to you directly. As the stockholder of record, you have the right to grant your proxy directly to Chewy or to vote during the Annual Meeting.

•

Beneficial owner: If your shares are held by your bank, brokerage firm, or other nominee, you are considered the beneficial owner of shares held in street name, and the Notice was forwarded to you by that organization. As the beneficial owner, you have the right to direct your bank, brokerage firm, or other nominee regarding how to vote your shares. Since a beneficial owner is not the stockholder of record, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your bank, brokerage firm, or other nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.

12.	How do I vote my shares during the Annual Meeting?

If you hold shares of our common stock as the stockholder of record, you have the right to vote those shares at the Annual Meeting. If you are a beneficial owner and hold shares of our common stock in street name, you may vote the shares you beneficially own under a legal proxy from your bank, brokerage firm, or other nominee, please contact such organization for instructions on obtaining a proxy. Please follow the instructions at https://www.virtualshareholdermeeting.com/CHWY2022 in order to vote your shares during the Annual Meeting, whether you are a stockholder of record or a beneficial owner. You will need the 16-digit control number that is printed on your Notice to attend the Annual Meeting. Please allow ample time for online check-in, which will begin at 9:45 a.m., Eastern Time, on Thursday, July 14, 2022.

13.	How do I vote my shares without attending the Annual Meeting?

•	Vote by Internet by going to www.proxyvote.com at any time until 11:59 p.m., Eastern Time, on July 13, 2022. Please have your Notice or proxy card in hand when you access the website and then follow the instructions.

•	Vote by telephone at 1-800-690-6903 at any time until 11:59 p.m., Eastern Time, on July 13, 2022. Please have your Notice or proxy card in hand when you call and then follow the instructions.

•

Vote by mail if you requested and received a proxy card. Please mark, sign, and date your proxy card and return it in the postage-paid envelope we provided with it or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Proxy cards returned by mail must be received no later than the close of business on July 13, 2022.

14.	What is the effect of giving a proxy?

Our Board is soliciting proxies for use at the Annual Meeting and any adjournment or postponement thereof. Mario Marte and Susan Helfrick have been designated as proxy holders by our Board. When proxies are properly dated, executed, and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If the proxy is dated and signed, but no specific instructions are given, the shares will be voted in accordance with the recommendations of our Board, as described in Question 7. If any matter not described in this proxy is

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properly presented at the Annual Meeting, the proxy holders will use their own judgement to determine how to vote the shares. If the Annual Meeting is adjourned or postponed, proxy holders can vote the shares on the new Annual Meeting date as well, unless their proxy instructions have been properly revoked.

15.	If I fail to provide specific voting instructions on my proxy, how will my shares be voted?

The effect of submitting a proxy or voting instruction form without providing specific voting instructions depends on how you hold your shares.

•	If you are a stockholder of record, your shares will be voted in accordance with the recommendations of our Board described in Question 7.

•

If you are a beneficial owner and you do not provide instructions to your bank, brokerage firm, or other nominee holding your shares, the organization that holds such shares on your behalf will be entitled to vote those shares on matters that are “routine” in nature. Proposal 2 (ratification of independent registered public accounting firm) is the only proposal to be acted on at the Annual Meeting that would be considered “routine.” A bank, brokerage firm, or other nominee is not entitled to vote shares it holds for a beneficial owner on any proposals that are “non-routine” and the absence of a vote on those matters will be considered “broker non-votes.” Proposal 1 (election of directors), Proposal 3 (advisory vote on named executive officer compensation), and Proposal 4 (approval of the 2022 Plan) are each considered “non-routine” and may not be voted on at the Annual Meeting by a bank, brokerage firm, or other nominee that holds your shares in the absence of your instructions.

16.	May I revoke my proxy or voting instructions before my shares are voted at the Annual Meeting?

Stockholders generally have the right to revoke their proxy or voting instructions before their shares are voted at the Annual Meeting, subject to the voting deadlines described in Question 13.

•	Stockholders of record: If you are a stockholder of record, you may revoke a proxy by:

○	completing and returning a later dated proxy card;

○	completing and delivering a new proxy by Internet or telephone;

○	delivering a signed revocation letter to our Secretary at our principal executive office, bearing a date later than the proxy and stating the proxy is revoked; or

○	voting your shares online at the Annual Meeting.

•	Beneficial owners: If you are a beneficial owner of shares held in street name, you must follow the instructions for changing or revoking your proxy provided by your broker, bank, or other nominee.

17.	Are a certain number of shares required to be present at the Annual Meeting?

To conduct any business at the Annual Meeting, a quorum must be present virtually or represented by valid proxies. The holders of record of issued and outstanding shares of our common stock representing a majority of the voting power of all issued and outstanding shares of common stock entitled to vote at the Annual Meeting, present virtually or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions, withheld votes, and broker non-votes are counted as shares present virtually and entitled to vote for purposes of determining a quorum. See Questions 8 and 15 for explanations of broker non-votes, abstentions, and votes withheld and their effect.

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18.	Why did some people receive a Notice instead of a full set of printed proxy materials?

We are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of materials to each stockholder. The Notice provides instructions on how to view proxy materials online. If you received a Notice by mail, you will not receive a paper or e-mail copy of proxy materials unless you request one. To request a printed or e-mail copy of proxy materials (free of charge), you should follow the instructions included in the Notice.

Some stockholders, including stockholders who previously requested to receive paper copies of proxy materials, will receive paper copies of such materials instead of a Notice. In addition, stockholders who previously elected delivery of such materials electronically will receive a Notice by e-mail. Those stockholders should have received an e-mail containing a link to the website where the proxy materials are available and a link to the proxy voting website.

19.	What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the instructions in each Notice to ensure all your shares are voted.

20.	I share an address with another stockholder. What do I do if we received only one paper copy of the proxy materials and want additional copies or we received multiple copies and want only one?

Pursuant to Securities and Exchange Commission (“SEC”) rules regarding “householding,” we intend to deliver a single copy of the Notice, our annual report, and proxy materials to multiple stockholders who share the same address, unless we received contrary instructions from one or more of such stockholders. This procedure eliminates unnecessary mailings, reduces our printing and mailing costs and other fees, and also helps protect the environment. Stockholders will continue to access and receive separate proxy cards. Upon written or oral request, we will promptly deliver a separate copy of the Notice, our annual report, and proxy materials to any stockholder of record at a shared address to whom we delivered a single copy of any of these materials. To receive a separate copy, such stockholder of record may contact Investor Relations via email at ir@chewy.com, by calling (844) 980-2073, or by writing to Investor Relations at Chewy, Inc., 1855 Griffin Road, Suite B-428, Dania Beach, FL 33004. Beneficial holders may contact their bank, brokerage firm, or other nominee to request information about householding.

Conversely, if stockholders of record living at the same address received multiple copies of our Notice, annual report, and proxy materials, you may request delivery of a single copy by contacting Investor Relations as set forth above. Beneficial holders may contact their bank, brokerage firm, or other nominee to request a single copy of the Notice, annual report, and proxy materials.

21.	Who bears the cost of this proxy solicitation?

All expenses associated with this solicitation will be borne by us. We will reimburse banks, brokerage firms, or other nominees for reasonable expenses that they incur in sending our proxy materials to you if such organization holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication without receiving any additional compensation.

22.	Who will count the votes?

Broadridge Financial Solutions, Inc., or a representative or agent of Broadridge Financial Solutions, Inc., will tabulate and certify the votes as the inspector of election for the Annual Meeting.

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23.	Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will also report the voting results by filing a Current Report on Form 8-K with the SEC within four business days of the Annual Meeting. If the final voting results are not known when we file our report, we will amend the initial report to disclose the final voting results within four business days after those results become known.

24.	When are stockholder proposals for inclusion in our proxy materials for the 2023 annual meeting of stockholders due?

The 2023 annual meeting of stockholders (the “2023 Annual Meeting”) is expected to be held on July 14, 2023. Stockholders wishing to present a proposal for inclusion in our proxy materials for such annual meeting pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must timely submit their proposals so that they are received by our Secretary at our principal executive office no later than January 26, 2023. The submission of a stockholder proposal does not guarantee that it will be included in our proxy statement and any such proposal must comply with the requirements of Rule 14a-8 to be considered for inclusion in our proxy materials for the 2023 Annual Meeting.

25.	When are other proposals and director nominations for the 2023 Annual Meeting due?

The 2023 Annual Meeting is expected to be held on July 14, 2023. Assuming the 2023 Annual Meeting is held on such date, stockholders wishing to nominate a candidate for election to our Board or propose other business at the 2023 Annual Meeting, other than pursuant to Rule 14a-8 of the Exchange Act, must submit a written notice so that it is received by our Secretary at our principal executive office no earlier than the close of business on March 16, 2023, nor later than the close of business on April 15, 2023. If the 2023 Annual Meeting is scheduled to be held on a date that is more than 30 days prior to or more than 70 days after July 14, 2023, the proposal must be submitted not earlier than the close of business on the 120th day prior to the 2023 Annual Meeting and not later than the close of business on the 90th day prior to the 2023 Annual Meeting or the 10th day following the day on which public announcement of the Annual Meeting is first made. Notwithstanding the foregoing, if the number of directors to be elected to our Board at an annual meeting is increased, effective after the time period for which nominations would otherwise be due, and there is no public announcement naming all of the nominees for the additional directorships or specifying the size of the increased Board at least 100 days prior to July 14, 2023, then a stockholder’s notice shall also be considered timely (but only with respect to nominees for any new positions created by such increase) if it is received by our Secretary at the Company’s principal executive office in writing not later than the close of business on the 10th day following the day on which such public announcement is first made.

Any stockholder proposal or director nominations must comply with our amended and restated bylaws (the “bylaws”), which contain additional requirements about advance notice of stockholder proposals and director nominations. A copy of our bylaws is available in the Governance section of our website at https://investor.chewy.com.

26.	What is the address of Chewy’s principal executive office?

The mailing address of Chewy’s principal executive office is 1855 Griffin Road, Suite B-428, Dania Beach, FL 33004.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board of Directors

Our Board’s responsibility is to oversee, on behalf of our stockholders, the conduct of our Company’s business, provide advice and counsel to our Chief Executive Officer and senior management, protect our Company’s best interests and foster the creation of long-term value for our stockholders. Our Board currently consists of twelve directors, divided into three classes with staggered three-year terms. Each class consists of one-third of the total number of directors. Until such time as the Class B common stock represents less than 50% of the combined voting power of Class A and Class B common stock, any newly-created directorship on our Board that results from an increase in the number of directors and any vacancy occurring on our Board shall be filled by (i) a majority of the directors then in office, even if less than a quorum, (ii) a sole remaining director, or (iii) the stockholders. A director elected by our Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class or until the director’s successor is duly elected and qualified, or until their earlier death, resignation, retirement, disqualification, or removal.

Our Board is composed of a diverse group of individuals, with complementary skills, backgrounds, experiences, and perspectives to serve and guide our Company. Our directors are evaluated and selected based on, among other things, their integrity and character, independent judgment, track record of accomplishment in leadership roles, and their professional and corporate expertise, skills and experience. Our directors have backgrounds in accounting, customer engagement, finance, marketing, strategy, technology, venture capital and other relevant areas to oversee our key strategic and operational issues. Many of our directors have experience serving on boards and board committees of other public companies and have an understanding of corporate governance practices and trends and different business processes, challenges, and strategies.

The following charts reflect our Board’s gender and ethnic diversity and age mix as of May 23, 2022.

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The following table sets forth select director information as of May 23, 2022:

Marco Castelli⁽¹⁾

2022

2023

Director

James Nelson⁽²⁾

2021

2023

Director

☆

Martin H. Nesbitt⁽³⁾

2020

2023

Director

Raymond Svider⁽⁴⁾

2019

2023

Chairperson

☆

Fahim Ahmed⁽⁵⁾

2019

2024

Director

✓

Michael Chang⁽⁶⁾

2019

2024

Director

✓

Kristine Dickson⁽⁷⁾

2021

2024

Director

✓

James A. Star⁽⁸⁾

2019

2024

Director

✓

James Kim⁽⁹⁾

III

2019

2022

Director

David Leland⁽¹⁰⁾

III

2019

2022

Director

Lisa Sibenac⁽¹¹⁾

III

2019

2022

Director

Sumit Singh⁽¹²⁾

III

2019

2022

Director and CEO

Number of fiscal year 2021 meetings

AC: Audit Committee

☆ Committee Chairperson

CC: Compensation Committee

✓ Committee Member

NCGC: Nominating and Corporate Governance Committee

(1)	Elected to our Board effective May 23, 2022.

(2)	Elected to our Board effective July 19, 2021, and appointed as Chairperson of our Audit Committee effective September 8, 2021.

(3)	Elected to our Board effective September 21, 2020.

(4)	Elected as Chairperson of our Board effective April 29, 2019, and appointed as Chairperson of both our Compensation and Nominating and Corporate Governance Committees effective June 13, 2019.

(5)	Elected to our Board effective April 29, 2019, and appointed as a member of both our Compensation and Nominating and Corporate Governance Committees effective June 13, 2019.

(6)	Elected to our Board effective April 29, 2019, and appointed as a member of our Nominating and Corporate Governance Committee effective June 13, 2019.

(7)	Elected to our Board and as a member of our Audit Committee effective July 14, 2021.

(8)	Elected to our Board effective June 13, 2019, and appointed as a member of our Audit Committee effective May 29, 2020.

(9)	Elected to our Board effective April 29, 2019.

(10)	Elected to our Board effective September 10, 2019.

(11)	Elected to our Board effective April 29, 2019.

(12)	Elected to our Board effective April 29, 2019.

Nominees for Election to a Three-Year Term Expiring at the 2025 Annual Meeting

James Kim. Mr. Kim currently serves as Director at BC Partners, which is a leading international investment firm that specializes in the investment of assets under management in private equity, private debt, and real estate. Before joining BC Partners in 2016, from 2014 to 2016, Mr. Kim served as Investment Associate at Sageview Capital LP where he focused on growth equity investments in the technology space, and, from 2013 to 2014, he served in the mergers and acquisitions group at Citigroup Inc. Mr. Kim also currently serves on the boards of Presidio Inc. and Women’s Care Enterprises, LLC. Mr. Kim holds a Bachelor of Arts degree in applied mathematics and economics from Yale University. Mr. Kim’s individual qualifications and background as a director include knowledge of finance, practical mergers and acquisition experience, and in-depth knowledge of the pet retail, technology, and healthcare sectors.

David Leland. Mr. Leland currently serves as Partner and Head of Capital Markets at BC Partners. Since 2019, Mr. Leland has also served as Chief Executive Officer of BC Partners Securities LLC, a registered broker dealer in the United States. Before joining BC Partners in 2018, from 2000 to 2018,

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Mr. Leland served at Citigroup Inc., most recently as Managing Director in the Capital Markets Originations Group, with a focus on leveraged finance. Mr. Leland also currently serves on the board of GardaWorld Corporation. Mr. Leland holds a Bachelor of Business Administration degree with a concentration in finance from The George Washington University. Mr. Leland’s individual qualifications and background as a director include extensive finance and compliance expertise, and in-depth knowledge of the consumer retail and home builder sectors.

Lisa Sibenac. Ms. Sibenac currently serves as Managing Director at BC Partners in Portfolio Operations. Before joining BC Partners in 2017, from 2012 to 2017, Ms. Sibenac served in management positions at Amazon, Inc., and from 2003 to 2010, she served in technical and commercial leadership roles at Lockheed Martin Corporation. Ms. Sibenac also currently serves on the board of Appgate, Inc. and previously served on the board of GFL Environmental Inc. from 2018 to 2020. Ms. Sibenac holds a Bachelor of Science degree in mechanical engineering from the University of Notre Dame and a Master of Business Administration degree from Harvard Business School. Ms. Sibenac’s individual qualifications and background as a director include knowledge of business operations and technology and in-depth knowledge of the retail, e-commerce, business services, aerospace, and defense sectors.

Sumit Singh. Mr. Singh has served as the Chief Executive Officer of Chewy since March 2018, following a seven-month stint in his role as Chief Operating Officer, and has served on Chewy’s Board since April 2019. In 2020, he was inducted into the prestigious Bloomberg 50 List of Global Leaders. Prior to joining Chewy, Mr. Singh held senior leadership positions at Amazon, Inc., where from 2015 to 2017, he served as Worldwide Director of Amazon’s Consumables businesses (fresh and pantry) and, from 2013 to 2015, as General Manager for Amazon’s North American merchant fulfillment and third-party businesses. Prior to Amazon, Inc., Mr. Singh served in senior management positions at Dell Technologies, Inc. Mr. Singh holds a Bachelor of Technology degree from Punjab Technical University and a Master’s in Engineering from the University of Texas at Austin, where, in 2019, he was inducted into the Academy of Distinguished Alumni for outstanding achievement and now serves on the University of Texas Engineering Advisory Board. He also holds a Master of Business Administration degree from the University of Chicago, Booth School of Business. Mr. Singh’s individual qualifications and background as a director include in-depth knowledge of issues, challenges, and opportunities facing us, in-depth knowledge of the e-commerce and retail sectors, and extensive operational and technology experience.

Directors Continuing in Office Until the 2024 Annual Meeting

Fahim Ahmed. Mr. Ahmed currently serves as Partner at BC Partners, as a member of the management committee of BC Partners, and as the firm’s Chief Operating Officer and Chief Administrative Officer. Before joining BC Partners in 2006, from 2004 to 2006 and from 2000 to 2002, Mr. Ahmed served as a consultant of the Boston Consulting Group. Mr. Ahmed currently serves on the boards of Cyxtera Technologies, Inc., Appgate, Inc., Presidio Inc., and PetSmart LLC. He previously served as a director of Suddenlink Communications and was involved in investments in Office Depot, Inc., Intelsat S.A., Dometic Corporation, and Foxtons. Mr. Ahmed holds a Bachelor of Arts degree from Harvard University and a Master of Philosophy degree in economics from Oxford University, where he was a Rhodes Scholar. Mr. Ahmed’s individual qualifications and background as a director include extensive finance and compensation expertise, and in-depth knowledge of the consumer retail, telecommunications, and technology sectors.

Michael Chang. Mr. Chang currently serves as Partner at BC Partners. Before joining BC Partners in 2009, from 1999 to 2009, Mr. Chang served as Principal of JLL Partners, LLC. Mr. Chang currently serves on the boards of Zest Dental Solutions, Women’s Care Enterprises, LLC, and PetSmart LLC. Mr. Chang holds a Master of Business Administration degree from the Harvard Business School and a Bachelor of Arts degree in economics from The Wharton School of the University of Pennsylvania. Mr. Chang’s individual qualifications and background as a director include extensive finance expertise, and in-depth knowledge of the consumer retail, industrials, and healthcare sectors.

Kristine Dickson. Ms. Dickson currently serves as Chief Financial Officer and Chief Administrative Officer of Lehman Brothers Holdings Inc. (“LBH”). From 2012 to 2015, Ms. Dickson served as Chief

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Administrative Officer of LBH and began serving as Chief Financial Officer of LBH in 2016. From 2001 to 2012, Ms. Dickson served in roles of increasing responsibility at Willis Towers Watson, including Northeast Regional Financial Officer from 2008 to 2012, Director of Financial Planning & Analysis from 2006 to 2008, and Mergers & Acquisitions from 2001 to 2006. Prior to Willis Towers Watson, Ms. Dickson served in the Mergers & Acquisitions and Telecom Investment Banking groups at Citigroup Inc. Ms. Dickson holds a Bachelor of Science in computer systems engineering from Stanford University. Ms. Dickson’s individual qualifications and background as a director include knowledge of finance, practical mergers and acquisition experience, and in-depth knowledge of the financial services sector.

James A. Star. Mr. Star currently serves as Executive Chairman of Longview Asset Management LLC (“Longview”), a multi-strategy investment firm that invests on behalf of individuals, trusts, and charitable foundations. From 2003 to 2019, he served as President and Chief Executive Officer of Longview. Since 1994, Mr. Star has also served as Vice President of Henry Crown and Company, a private family office affiliated with Longview. Mr. Star currently serves as a trustee of Equity Commonwealth, a publicly-traded real estate investment trust, where he chairs the Nominating and Governance Committee. He is a director of the Atreides Foundation Fund Ltd and V-Square Quantitative Management LLC. From 2016 to 2018, Mr. Star served as a director of Allison Transmissions Holdings Inc. and, from 2014 to 2019, he was a director of the holding company of PetSmart LLC. He also serves, or has served, as a director or trustee of pension funds, registered mutual funds, private companies, and a private trust company. Mr. Star holds a Bachelor of Arts degree from Harvard University, a Juris Doctor degree from Yale Law School, and a Master of Management degree from Kellogg Graduate School of Management at Northwestern University. Mr. Star’s individual qualifications and background as a director include extensive finance, business, corporate governance, and ethics and compliance experience, and in-depth knowledge of the animal supplies and consumer services sectors.

Directors Continuing in Office Until the 2023 Annual Meeting

Marco Castelli. Mr. Castelli currently serves as Partner at BC Partners. Before joining BC Partners in 2006, Mr. Castelli served as a management consultant at Bain & Company from January 2005 to August 2006. Mr. Castelli currently serves on the boards of I.M.A., Forno d’Asolo, DentalPro and Cigierre and has been involved in investments in Shawbrook, Acuris, Cote, Migros Turk, Gruppo Coin, Cote Restaurants and Com Hem during his service with BC Partners. Mr. Castelli holds a Master of Business Administration degree from the University of Chicago, Booth School of Business and a degree in Business Administration from Bocconi University in Italy. Mr. Castelli’s individual qualifications and background as a director include extensive finance, accounting, investments, and venture capital experience.

James Nelson. Mr. Nelson currently serves as Chief Executive Officer of Global Net Lease, Inc. (“GNL”), a publicly-traded real estate investment trust, a position he has held since July 2017, and has served, since March 2017, as a director of GNL. Mr. Nelson previously served as a member of GNL’s audit committee from March 2017 until July 2017. Mr. Nelson was Chairman and Chief Executive Officer of Eaglescliff Corporation, a specialty investment banking, consulting and wealth management company, from 1986 until 2009. From 1998 to 2003, he was Chairman and Chief Executive Officer of Orbit Aviation, Inc., a company engaged in the acquisition and completion of Boeing Business Jets for private and corporate clients, and from 1995 to 1999, Mr. Nelson was Chief Executive Officer and Co-Chairman of Orbitex Management, Inc., a financial services company in the mutual fund sector. Mr. Nelson currently serves on the board of directors of Xerox Holdings Corporation since 2021 and as Chairman since 2022. Mr. Nelson previously served on the board of directors for other publicly-traded companies including Roman DBDR Tech Acquisition Corp from 2020 to 2021, Herbalife Nutrition Ltd. from 2014 to 2021, Caesars Entertainment Corporation from 2019 to 2020, Icahn Enterprises G.P. Inc., the general partner of Icahn Enterprises L.P. from 2001 to 2019, and New York REIT, Inc. from 2015 to 2017. Mr. Nelson’s individual qualifications and background as a director include public company board experience and extensive finance, strategic and operational experience as chief executive officer of various companies.

Martin H. Nesbitt. Mr. Nesbitt currently serves as Co-Chief Executive Officer of The Vistria Group, LLC, a Chicago based investment firm focused on the education, healthcare and financial services industries.

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From 1996 to 2012, before co-founding Vistria, Mr. Nesbitt was cofounder and Chief Executive Officer of TPS Parking Management, LLC (known as the “Parking Spot”), an owner and operator of off-airport parking facilities. Prior to the Parking Spot, Mr. Nesbitt served as an officer of the Pritzker Realty Group, L.P. and as Investment Manager at LaSalle Partners. Mr. Nesbitt currently serves on the board of directors of American Airlines Group Inc. and CenterPoint Energy, Inc. From 2011 to 2021, Mr. Nesbitt served as a director of Jones Lang LaSalle Incorporated, and from 2013 to 2018, he was a director of Norfolk Southern Corp. Mr. Nesbitt currently serves as a trustee of Chicago Museum of Contemporary Art and is the former chairman of the board of the Chicago Housing Authority and a former board member of the Chicago 2016 Olympic Committee. Mr. Nesbitt holds a Master of Business Administration degree from the University of Chicago, and a Bachelor of Science degree and honorary doctorate from Albion College. Mr. Nesbitt’s individual qualifications and background as a director include global public company board experience and extensive finance, strategic and operational experience as chief executive officer and founder of various companies.

Raymond Svider. Mr. Svider currently serves as Partner and Chairman of BC Partners and as Chairman of the Executive Committee of BC Partners. Since Mr. Svider joined BC Partners in 1992, he has led investments in various sectors, including consumer and retail, technology, media and telecom, healthcare, industrials, and business services. He currently holds the role of Non-Executive Chairman of PetSmart LLC, Chairman of the Board of Valtech, and serves on the boards of Altice USA, Inc., Cyxtera Technologies, Inc., EAB Global, Inc., GardaWorld Corporation, GFL Environmental Inc., NAVEX Global, Inc., as well as the board of the holding company of Presidio Inc. Mr. Svider previously served as a director of Appgate, Inc., Intelsat S.A., Accudyne Industries LLC, Teneo Global, Office Depot, Inc., Multiplan, Inc., Unity Media Group, Neuf Cegetel, Polyconcept, Neopost, Nutreco, UTL, and Chantemur. Mr. Svider holds a Master of Business Administration degree from the University of Chicago and Master of Science degrees in engineering from Ecole Polytechnique, France and Ecole Nationale Superieure des Telecommunications, France. Mr. Svider’s individual qualifications and background as a director include business acumen and leadership experience and make him particularly well-suited for the roles of Chairperson of our Board and Chairperson of our Compensation and Nominating and Corporate Governance Committees.

Director Independence

We are a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange (“NYSE”). Under these rules, a listed company for which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company.” As a result, we qualify for exemption from certain independence requirements, including the requirement that within one year of completion of our initial public offering (“IPO”) at least a majority of our Board is composed of independent directors, and our Compensation and Nominating and Corporate Governance Committees are each composed entirely of independent directors. Even though we are a controlled company, we are required to comply with the SEC and the NYSE rules relating to the membership, qualifications, and operations of our Audit Committee.

Based on information provided by each director or director nominee concerning their background, employment, and affiliations, our Board has determined that each of Ms. Dickson, Mr. Nelson, Mr. Nesbitt, and Mr. Star satisfy the independence requirements under the corporate governance standards of the NYSE, and none of them have a relationship that would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director. In determining the independence of Mr. Star, our Board considered Longview’s minority, non-controlling interest in Argos Holdings L.P. (“Argos Holdings”). Our Board also determined that each of Ms. Dickson, Mr. Nelson, Mr. Nesbitt, and Mr. Star satisfy the independence requirements of Rule 10A-3 of the Exchange Act.

Board Leadership Structure

Mr. Svider serves as Chairperson of our Board and Mr. Singh serves as Chief Executive Officer of our Company. The Chief Executive Officer is responsible for setting the Company’s strategic direction and managing the Company’s operations and performance, while the Chairperson provides guidance to the

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Chief Executive Officer, sets the agenda for Board meetings, and presides over meetings of the Board. We believe that the separation of these positions supports the independence of our Board in its oversight of the Company’s business and affairs. In addition, we believe the separation of the two positions creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability, and improving the ability of our Board to monitor whether management’s actions are in the best interests of our Company and stockholders. As a result, we believe that such separation can enhance the effectiveness of our Board as a whole. We believe that the leadership structure of our Board is appropriate and enhances its ability to effectively carry out its roles and responsibilities on behalf of our stockholders.

Board Evaluation Process

The Nominating and Corporate Governance Committee leads the Board and each committee through an annual self-evaluation to assess whether the Board and its committees are functioning effectively. As part of the self-evaluation process, each Board and committee member provides feedback on topics relevant to the performance and effectiveness of the Board and the applicable committee. The Nominating and Corporate Governance Committee is responsible for overseeing the self-evaluation process. In addition, each committee evaluates the performance of its duties under its charter and reports to the Board on such self-evaluation. The Nominating and Corporate Governance Committee reviews the evaluations and determines whether to propose any modifications or alterations in Board or committee practices, procedures, or charters.

Board Committees

Our Board has established three standing committees - an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each committee has the authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. Our Board has adopted written charters for each committee and each charter is available on our website at https://investor.chewy.com. The composition and overview of the responsibilities of each committee are described below. Members serve on these committees as determined by our Board or until earlier resignation or death.

Audit Committee

Our Audit Committee currently consists of Mr. Nelson (Chairperson), Ms. Dickson, and Mr. Star. Ms. Dickson was appointed to the Audit Committee effective July 14, 2021. Mr. McAndrews and Ms. McCollam served on our Audit Committee until their resignations from our Board on July 14, 2021 and September 8, 2021, respectively. Our Audit Committee assists our Board with oversight of our corporate accounting and financial reporting process, our compliance with legal and regulatory requirements, and our risk assessment and risk management policies, guidelines, and processes. Our Audit Committee is responsible for, among other things:

(i)	managing the appointment, retention, compensation, oversight, and termination of our independent registered public accounting firm;

(ii)	overseeing the pre-approval process governing permitted audit, non-audit, and tax related services provided by our independent registered public accounting firm;

(iii)

reviewing and approving the function and scope of our internal audit department, including its purpose, organization, responsibilities, budget, audit plans, and performance;

(iv)	assisting the Board with overseeing external financial reporting, including periodic reports, earnings releases, and earnings guidance;

(v)	overseeing the adequacy and effectiveness of our internal controls over financial reporting and disclosure controls;

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(vi)	monitoring legal and regulatory compliance, including compliance with our Code of Conduct and Ethics;

(vii)

reviewing and approving related party transactions in accordance with our related party transactions policy;

(viii)

overseeing procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

(ix)	reviewing our policies and processes for tax planning and compliance.

Our Board has determined that all current members of our Audit Committee satisfy the independence requirements of Rule 10A-3 of the Exchange Act and the corporate governance standards of the NYSE and meet the requirements for financial literacy under the applicable rules and regulations of the SEC and NYSE. Our Board has determined that Mr. Nelson is an “audit committee financial expert,” as such term is defined in the regulations promulgated under the Exchange Act and each of Ms. Dickson, Mr. Nelson, and Mr. Star has the requisite financial sophistication, as defined under the applicable NYSE rules and regulations.

In December 2021, our Audit Committee adopted, and periodically reviews compliance with, the Company’s Guidelines for Hiring Employees or Former Employees of the Independent Auditor, which further ensures that the independence of the independent registered public accounting firm is not impaired.

The formal report of our Audit Committee with respect to the fiscal year ended January 30, 2022 (“fiscal year 2021”), is set forth below under the heading Audit Committee Report.

Compensation Committee

Our Compensation Committee consists of Mr. Svider (Chairperson) and Mr. Ahmed. Our Compensation Committee assists our Board with oversight of our compensation policies, plans, and programs. Our Compensation Committee is responsible for, among other things:

(i)	reviewing and approving corporate goals and objectives applicable to our Chief Executive Officer and other executive officers, evaluating performance in light of such objectives, and approving compensation;

(ii)	reviewing director compensation and benefits for service on our Board and making recommendations for modification;

(iii)

reviewing and approving incentive compensation and equity-based plans and overseeing the administration of those plans on behalf of executive officers; and

(iv)	monitoring the effectiveness of non-equity-based benefit plan offerings and approving any material new employee benefit plan or change to an existing plan that creates a material financial commitment for our Company.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2021, Mr. Ahmed and Mr. Svider served as members of our Compensation Committee. None of these individuals currently are, or have been, an officer or employee of Chewy. None of our named executive officers currently serve, or in the past year have served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its named executive officers serving on our Board or Compensation Committee.

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Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Mr. Svider (Chairperson), Mr. Ahmed, and Mr. Chang. Our Nominating and Corporate Governance Committee is responsible for, among other things:

(i)	determining the qualifications, qualities, skills, and other expertise necessary to serve on our Board;

(ii)	identifying and evaluating candidates and making recommendations to our Board for director nominees;

(iii)

assessing the size and composition of our Board and committees and making recommendations to our Board regarding the appointment of directors to serve as members of each committee and committee chairperson annually;

(iv)	overseeing periodic evaluations of our Board’s performance, including Board committees;

(v)	reviewing, assessing the adequacy of, and proposing changes to our Board regarding our certificate of incorporation, bylaws, Code of Conduct and Ethics, Corporate Governance Guidelines, and other corporate governance policies;

(vi)	monitoring corporate governance trends and developments and recommending changes to our Board; and

(vii)

developing a Chief Executive Officer succession plan and evaluating potential Chief Executive Officer candidates.

Considerations in Evaluating Director Nominations

Directors may be nominated by the Board or by our stockholders in accordance with our by-laws. Our Nominating and Corporate Governance Committee is responsible for identifying and screening candidates and recommending director nominees for election to our Board. When formulating recommendations, our Nominating and Corporate Governance Committee considers proposals and suggestions from stockholders, management, and others it deems appropriate, and also takes into account the performance of incumbent directors in determining whether to recommend them to stand for reelection at the annual meeting of stockholders.

In evaluating director candidates, our Nominating and Corporate Governance Committee considers the current size, composition, organization, and governance of our Board and the needs of our Board and committees. Our Nominating and Corporate Governance Committee seeks individuals with the judgment, diversity, skills, experience, and background important to our strategic direction and operational focus. While our Board does not have specific director criteria requirements, our Nominating and Corporate Governance Committee considers, among other things:

(i)	the independence, judgment, strength of character, reputation in the business community, ethics, and integrity of the individual;

(ii)	the business and other relevant experience, skill, and knowledge the individual may have that will enable them to provide effective oversight of our business;

(iii)

the fit of the individual’s skill set and personality with those of the other directors so as to build a Board that works together effectively and constructively; and

(iv)	the individual’s ability to devote sufficient time to carry out their responsibilities as a director.

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Our Board does not have a formal policy on diversity, but in evaluating director candidates our Nominating and Corporate Governance Committee and Board consider gender, nationality, ethnicity, and age, among other factors deemed appropriate, including functional areas of business and financial expertise and educational and professional background.

Our Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders based upon the guidelines set forth in the Nominating and Corporate Governance Committee’s charter and subject to compliance with procedures set forth in our bylaws. Please see Question 25 above under the heading General Information About Our Annual Meeting for more information. Committee oversight of director nominations does not apply in cases where the right to nominate a director legally belongs to a third party. In addition, so long as the outstanding shares of our Class B common stock represent 50% or more of the combined voting power of our outstanding Class A common stock and Class B common stock, holders of shares of Class B common stock are not subject to the notice procedures set forth in our bylaws with respect to any annual or special meeting of stockholders.

Role of our Board in Risk Oversight

Management is responsible for the day-to-day oversight and management of strategic, operational, legal, compliance, cybersecurity, and financial risks, while our Board, as a whole and through its committees, is responsible for the oversight of our risk management framework. Consistent with this approach, management regularly reviews risks with our Board and Audit Committee at their regular meetings as part of management presentations that focus on particular business functions, operations, or strategies, and presents steps taken by management to eliminate or mitigate such risks. While our Board is ultimately responsible for the risk oversight of our Company, our Audit Committee has primary responsibility for the management and mitigation of risks facing our Company, including major financial risks and oversight of the measures initiated by management to monitor and control such risks. Our Audit Committee also monitors compliance with legal and regulatory requirements and reviews and approves or disapproves any related party transactions. Our Compensation Committee has responsibility to review the risks arising from our compensation policies and practices applicable to all employees, including executive officers, and evaluate policies and practices that could mitigate any such risk. Our Nominating and Corporate Governance Committee has responsibility to review risks relating to our corporate governance practices. These committees provide regular reports on our risk management practices to our Board. Our Board believes Chewy’s current Board, committee, and management structure supports its risk oversight function.

Attendance at Board, Committee, and Stockholder Meetings

During our fiscal year 2021, our Board had six meetings, our Audit Committee had five meetings, our Compensation Committee had four meetings, and our Nominating and Corporate Governance Committee had three meetings. Each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board held during the period for which they served as a director and (ii) the total number of meetings held by all committees of our Board on which such director served (held during the period of such director’s committee service). Our non-employee directors, as well as our independent directors, meet in regularly scheduled sessions, typically following a scheduled Board meeting. Our Board has not formally selected a director to preside at executive sessions of non-employee directors or executive sessions of independent directors. Instead, the participating directors designate a presiding director for the session.

Although we do not have a formal policy regarding attendance by Board members at annual meetings of stockholders, we encourage our directors to attend such meetings. Nine of our current directors who served at the time of our 2021 annual meeting of stockholders (the “2021 Annual Meeting”) attended that meeting.

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Director Compensation

Our Director Compensation and Educational Expense Reimbursement Policy provides that our independent directors are entitled to receive the following annual compensation for Board and committee service:

•	$175,000 for service as a Board member payable 25% in cash and 75% in time-based restricted stock units (“Director RSUs”);

•	$15,000 for service as a committee chairperson, payable in cash; and

•	$5,000 for service as a committee member, payable in cash.

Each independent director who serves as the chairperson of a committee receives an annual service fee as a committee member and as the chairperson. Fees paid in cash are generally paid in arrears. Director RSUs are granted to each independent director after our Company’s annual stockholder meeting and vest the earlier of (i) the date of our next annual stockholder meeting or (ii) one year from the date of grant, each subject to the independent director’s continued service as a director on our Board through the vesting date. Directors that join our Board on a date other than our annual stockholder meeting receive a pro-rated amount of the annual cash compensation and Director RSUs.

The Board occasionally establishes committees of limited duration for special purposes. When a special committee is established, the Board will determine whether to provide non-employee directors with additional compensation for service on such committee based on the expected duties of the committee, the anticipated number and length of any committee meetings, and other factors the Board may deem relevant.

We also reimburse our directors for reasonable travel expenses relating to Board meetings and up to $7,000 for director educational expenses for each twelve-month period between annual stockholder meetings; reimbursable director educational expenses was increased from $5,000 to $7,000 in December 2021 effective as of the date of our 2021 Annual Meeting. In September 2021, we extended our employee discount to our directors, allowing them to receive a twenty percent (20%) discount on most Chewy orders. Our Director Compensation and Educational Expense Reimbursement Policy was designed to attract and retain high quality independent directors and is periodically reviewed by our Compensation Committee.

Our independent directors are subject to stock ownership requirements as set forth below under the heading Stock Ownership Guidelines.

2021 Director Compensation Table

The following table provides information regarding compensation of our independent directors for their service as a director for fiscal year 2021. Non-independent directors received no compensation for their service as a director. Mr. Singh serves as a director and as Chief Executive Officer of the Company. His compensation is described under the heading Named Executive Officer Compensation.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹⁾⁽²⁾	Total ($)
Kristine Dickson⁽³⁾	74,375	125,844	200,219
Brian McAndrews⁽⁴⁾	24,375	—	24,375
Sharon L. McCollam⁽⁵⁾	41,655	125,844	167,499
James Nelson⁽⁶⁾	78,590	132,160	210,750
Martin H. Nesbitt⁽⁷⁾	93,750	125,844	219,594
James A. Star⁽⁸⁾	48,750	125,844	174,594

(1)	The amounts reflected in this column represent the grant date fair value of the awards made in fiscal year 2021, as computed in accordance with Topic 718, Compensation—Stock Compensation, of the Accounting Standards Codification of the

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Financial Accounting Standards Board (“ASC 718”). For a discussion of the assumptions used in the calculation of the grant date fair value, refer to Part II, Item 8 “Financial Statements and Supplementary Data—Note 8—Share-Based Compensation” of our Annual Report on Form 10-K for the fiscal year ended January 30, 2022.

(2)

Amounts shown do not reflect compensation actually received by the director, and there can be no assurance that these amounts will ever be realized by the director. Each independent director received a grant of Director RSUs in an amount equal to 75% of their annual retainer (prorated as applicable) divided by the 20-day average closing price of the Company’s Class A common stock for the 20 trading days immediately preceding the grant date, rounded to the nearest whole share.

(3)

Ms. Dickson was granted 1,624 Director RSUs in fiscal year 2021, settlement of which will be deferred until her termination of service. The Director RSUs vest on the date of the Annual Meeting, subject to her continued service with the Company. Ms. Dickson received a cash fee of $50,000 for her service on a special committee.

(4)	Mr. McAndrews did not stand for reelection in 2021.

(5)	Ms. McCollam was granted 1,624 Director RSUs in fiscal year 2021, which were supposed to vest on the date of the Annual Meeting. Ms. McCollam resigned from our Board on September 8, 2021, and all 1,624 Director RSUs were forfeited.

(6)

Mr. Nelson was granted 1,607 Director RSUs in fiscal year 2021, settlement of which will be deferred until his termination of service. The Director RSUs vest on the date of the Annual Meeting, subject to his continued service with the Company. Mr. Nelson’s Director RSU grant was prorated to reflect his service from the date of his Board appointment through July 14, 2022. Mr. Nelson received a cash fee of $50,000 for his service on a special committee.

(7)

Mr. Nesbitt was granted 1,624 Director RSUs in fiscal year 2021, settlement of which will be deferred until his termination of service. The Director RSUs vest on the date of the Annual Meeting, subject to his continued service with the Company. Mr. Nesbitt received a cash fee of $50,000 for his service on a special committee.

(8)	Mr. Star was granted 1,624 Director RSUs in fiscal year 2021, settlement of which will be deferred until his termination of service. The Director RSUs vest on the date of the Annual Meeting, subject to his continued service with the Company.

Deferral of Director RSUs

Independent directors may generally elect to defer receipt of their Director RSUs by making such election prior to the end of the calendar year preceding the year in which such Director RSUs are granted. Directors who make a deferral election will have no rights as a stockholder of the Company with respect to Director RSUs until such Director RSUs are settled. Settlement of any deferred Director RSUs in shares of fully vested Company common stock will occur at the time specified in the director’s deferral election, but no later than as soon as practicable following the director’s termination of Board service.

Indemnification

We have entered into indemnification agreements with each of our directors and anticipate that we will enter into similar agreements with any future directors. Generally, the indemnification agreements are designed to provide the maximum protection permitted by Delaware law with respect to indemnification of a director. The indemnification agreements provide that we will pay certain amounts incurred by a director in connection with any civil or criminal action or proceeding, specifically including actions by or in our name (i.e., derivative suits) where the individual’s involvement is by reason of the fact that the director is or was a director or officer. Such amounts include, to the maximum extent permitted by law, attorney’s fees, judgments, civil or criminal fines, settlement amounts, and other expenses reasonably incurred in connection with legal proceedings. Under the indemnification agreements, a director will receive indemnification unless they are adjudged not to have acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of our Company and, in the case of a criminal proceeding, had no reasonable cause to believe that the conduct was unlawful.

Communications with our Board

Stockholders and other interested parties may communicate with our Board or any of our directors individually (including the Chairperson of the Board), or our non-management or independent directors as a group, by sending written communications addressed to Chewy’s Secretary at Chewy, Inc., 1855 Griffin Road, Suite B-428, Dania Beach, FL 33004. Each communication will be reviewed by our Secretary to determine whether it is appropriate for presentation to our Board or the applicable director(s). The purpose of this screening is to allow our Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations, and product inquiries). See Questions 24 and 25 above under the heading General Information About Our Annual Meeting for more information.

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Corporate Governance Guidelines and Code of Conduct and Ethics

Our Board has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. We also have a Code of Conduct and Ethics that applies to our directors, officers, and employees, including our Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer. Our Corporate Governance Guidelines and our Code of Conduct and Ethics are each posted on our website at https://investor.chewy.com. We will post amendments to our Code of Conduct and Ethics or any waivers thereto for directors and named executive officers on the same website or in filings under the Exchange Act.

Diversity, Equity, and Inclusion

We appreciate and support the importance of a diverse workforce and believe in fostering safe and inclusive working environments in which our employees can be their authentic and best selves. Chewy’s diversity, equity, and inclusion (“DEI”) mission is to hire, retain, and promote exceptional talent that values and is inclusive of all backgrounds and perspectives to deliver excellence.

Our DEI mission is to hire, retain, and promote exceptional talent that values and is inclusive of all backgrounds and perspectives to deliver excellence. We are focused on this mission and on building an inclusive culture through a variety of diversity, equity, and inclusion initiatives and programs, including assessments of current processes and policies. During fiscal year 2021, we instituted unconscious bias training to approximately 5,000 employees and launched four team member resource groups in support of our DEI mission. We also continued to increase our internal and external commitment and attention to DEI. For example, our resource groups have grown their membership, hosted educational sessions, and leveraged external partnerships. Additionally, we continue to enhance DEI communications by highlighting team members across the Company and leveraging our monthly newsletter with cultural celebrations and other educational content. We also enhanced our recruitment outreach by more deeply engaging with six historically black colleges and universities and strengthening our relationships with Black student organizations.

We believe in leading by example and have taken steps to promote diversity on our Board and in senior leadership roles. For example, seven of our directors and all four of our named executive officers represent gender or ethnic diversity.

Corporate Responsibility

At Chewy, we have a passion for pets and are dedicated to improving the lives of pets and pet parents everywhere. Chewy Gives Back is one way we support animal welfare organizations through volunteering, direct donation, and our Wish List tool that empowers any qualified non-profit shelter or rescue in the contiguous United States to curate a list of items they need and allows Chewy customers to order those products and have them delivered to the shelter or rescue. During fiscal year 2021, we donated approximately $43 million in products and supplies to animal shelters and rescues.

Certain Relationships and Related Party Transactions

Related Party Transactions Policy

In June 2019, we adopted a written related party transactions policy (the “Related Party Policy”), which is administered by our Audit Committee and includes procedures for the review, approval, ratification, modification, or termination of related party transactions. Pursuant to the Related Party Policy, a related party transaction includes transactions in which Chewy is a participant, the aggregate amount involved will or may be expected to exceed $120,000, and a “related party” has or will have a direct or an indirect material interest. Related parties of Chewy include directors (including nominees for election as

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director), executive officers, stockholders that are known to beneficially own more than 5% of Chewy’s voting securities, any immediate family members of the foregoing, and any entity in which such related party is employed, is a general partner, principal, or in a similar position, or in which such person has a 10% or greater beneficial interest.

Except for transactions that have been pre-approved in accordance with the Related Party Policy, once a related party transaction has been identified, our Audit Committee will review the relevant facts and circumstances and approve or disapprove entry into the transaction. In determining whether to approve or ratify a related party transaction, our Audit Committee takes the following considerations into account, among other factors it deems appropriate:

(i)	whether the transaction was undertaken in the ordinary course of our business;

(ii)	whether the transaction was initiated by us or the related party;

(iii)

the availability of other sources of comparable products or services;

(iv)	whether the transaction is proposed to be, or was, entered on terms no less favorable to us than terms that could have been reached with an unrelated third party;

(v)	the purpose of, and the potential benefits of, the transaction;

(vi)	the approximate dollar value of the amount involved in the transaction, particularly as it relates to the related party;

(vii)

the related party’s interest in the transaction; and

(viii)

any other information regarding the transaction or the related party that would be material to investors in light of the circumstances of the particular transaction.

Our Audit Committee may approve the transaction only if it determines in good faith that, under all the circumstances, the transaction is in, or not inconsistent with, the best interests of our Company and stockholders.

If we become aware of a related party transaction that has not been approved under the Related Party Policy, such transaction is reviewed in accordance with the procedures set out in the Related Party Policy. If our Audit Committee determines it to be appropriate, the transaction is ratified. Where our Audit Committee determines not to ratify a related party transaction that has been commenced without approval, our Audit Committee may direct additional actions including, but not limited to, immediate discontinuation or rescission of the transaction, or modification of the transaction to make it acceptable for ratification.

Certain Related Party Transactions

Described below are transactions with related parties in which the amounts involved exceeded $120,000 since the beginning of our last fiscal year or may be expected to exceed such amount in the foreseeable future. Other than as described in this section and in the Compensation Discussion and Analysis section below, there were no transactions with related parties in fiscal year 2021, and no transactions are currently proposed, that would require disclosure under Item 404 of Regulation S-K.

BC Partners and its Affiliates

Transactions with BC Partners and/or its affiliates:

•

In connection with our IPO, Chewy entered into a master transaction agreement (the “MTA”) with PetSmart LLC (“PetSmart”). The MTA was amended in February 2021 in connection with PetSmart’s distribution of all of its Chewy stock to reflect our ongoing contractual relationship with PetSmart. The MTA governs the provision of certain administrative and support services

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provided by PetSmart to Chewy and fees payable by Chewy to PetSmart for guaranteeing certain of Chewy’s lease related obligations. From the beginning of fiscal year 2021 through the Record Date, Chewy paid PetSmart $398,973 and PetSmart paid Chewy $407,982 under the MTA.

•

Certain of our pharmacy operations are conducted through Chewy Pharmacy KY, LLC (“Chewy KY”), a wholly-owned subsidiary of PetSmart. We have entered into a services agreement with Chewy KY that provides for the payment of a management fee to us for providing services to Chewy KY. Pursuant to the terms of this agreement, Chewy received $38,817,502 from Chewy KY from the beginning of fiscal year 2021 through the Record Date.

•

Chewy and PetSmart Home Office, Inc. (“PetSmart Home”), a wholly owned subsidiary of PetSmart, were parties to a master purchase agreement (the “MPA”) that governed sales of our respective private brand products to each other. The MPA was terminated as of May 3, 2021. From the beginning of fiscal year 2021 through the date of termination, we made payments of $1,488,767, to PetSmart Home, and PetSmart Home made payments of $505,047, to us, pursuant to the terms of the MPA.

•

In connection with our IPO, we entered into a master procurement agreement (the “Procurement Agreement”) with The China Joint Business Arrangement between PetSmart International Holdings I LLC and PetSmart International Holdings II LLC (the “Service Provider”), an affiliate of PetSmart, regarding certain product sourcing services provided by the Service Provider. The Procurement Agreement was terminated as of June 1, 2021. From the beginning of fiscal year 2021 through the date of termination, we paid the Service Provider $122,857, pursuant to the terms of the Procurement Agreement.

•

In connection with our IPO, we entered into a tax matters agreement (the “TMA”) with PetSmart and Argos Intermediate Holdco I Inc. that governs the parties’ respective rights, responsibilities, and obligations regarding tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and other matters regarding taxes. From the beginning of fiscal year 2021 through the Record Date, we received $43,714,349 from PetSmart and paid PetSmart $675,350 pursuant to the TMA. As of the Record Date, we had approximately $2,309,681 of outstanding receivables from PetSmart and Argos Intermediate Holdco I Inc. pursuant to the TMA.

•	From time to time, we purchase compliance-related training materials and services from Navex Global, Inc. and its subsidiaries (“Navex”). Navex is a portfolio company of BC Partners. From the beginning of fiscal year 2021 through the Record Date, we paid Navex $167,895.

•	From time to time, we purchase security solutions and other services from GardaWorld Corporation and its subsidiaries (“GardaWorld”). GardaWorld is a portfolio company of BC Partners. From the beginning of fiscal year 2021 through the Record Date, we paid GardaWorld $6,879,437.

•	From time to time, we purchase cybersecurity solutions and other services from Appgate, Inc. (“Appgate”). Appgate is a portfolio company of BC Partners. From the beginning of fiscal year 2021 through the Record Date, we paid Appgate $561,250.

The following agreements involving BC Partners and/or an affiliate of BC Partners:

•	Investor Rights Agreement, dated June 13, 2019, by and among Chewy and certain holders identified therein; and

•	Stockholders Agreement, dated as of April 17, 2019, by and among Chewy and the other parties named therein.

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Employment

Aseemita Malhotra, our Vice President of Healthcare, is the spouse of our Chief Executive Officer. During fiscal year 2021, Ms. Malhotra led our Healthcare vertical and received total cash compensation of $564,467, which includes a payment under our short-term incentive (“STI”) plan⁽¹⁾ based on Company performance compared to pre-established performance metrics. Ms. Malhotra’s cash compensation, which is a combination of base salary and short-term incentive compensation, was determined based on market data and comparable positions. In April 2021, Ms. Malhotra was granted 12,093 restricted stock units (“RSUs”), subject to time-based vesting, and 1,385 performance-based restricted stock units (“PRSUs”), subject to vesting based on the achievement of certain Company performance conditions. Of the RSUs granted in April 2021, 7,023 RSUs vested on March 1, 2022 and the remaining 5,070 RSUs are scheduled to vest in accordance with a specified vesting schedule, subject to Ms. Malhotra’s continued employment through the applicable vesting date. In March 2022, the Company’s Compensation Committee certified the achievement of the performance condition for the April 2021 PRSUs, which resulted in 679 PRSUs that vest on March 1, 2024, subject to her continued employment through the vesting date. In April 2022, Ms. Malhotra was granted 12,424 RSUs, subject to time-based vesting, and 2,827 PRSUs, subject to vesting based on the achievement of certain Company performance conditions. The RSUs granted in April 2022 are scheduled to vest in accordance with a specified vesting schedule, subject to Ms. Malhotra’s continued employment through the applicable vesting date. The PRSUs granted in April 2022 vest on February 1, 2025, subject to her continued employment through the vesting date. She will be eligible to receive between zero percent (0%) and one hundred fifty percent (150%) of the target PRSUs, depending on the extent to which certain Company performance-based vesting conditions are met during fiscal year 2022. The grant date fair value of the awards computed in accordance with ASC 718 was $1,089,696 and $664,791 for the awards granted in April 2021 and April 2022, respectively.

(1)	For a description of our STI plan refer to Annual Short-Term Incentive in the Elements of NEO Compensation section below. The STI plan payment for fiscal year 2021 was determined and paid in fiscal year 2022.

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PROPOSAL 1: Election of Directors

There are four directors in class III with terms of office expiring at our 2022 Annual Meeting. Our Nominating and Corporate Governance Committee has recommended, and our Board has approved, James Kim, David Leland, Lisa Sibenac, and Sumit Singh as nominees for election as directors at the Annual Meeting. Each of the nominees possesses the qualifications, qualities, skills, and other expertise necessary to serve on our Board. If elected at the Annual Meeting, each of these nominees would serve until the 2025 annual meeting of stockholders or until their successor has been duly elected and qualified, or, if sooner, until their earlier death, resignation, retirement, disqualification, or removal. Mr. Kim, Mr. Leland, Ms. Sibenac, and Mr. Singh are currently directors of Chewy, and each of them was appointed by our Board. For additional information regarding these nominees, please see the Board of Directors section above. Each person nominated for election has agreed to serve if elected, and Chewy’s management has no reason to believe that any nominee will be unable to serve.

Each director is elected by a plurality of the votes of the shares present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. “Plurality” means that the four nominees who receive the largest number of votes cast “For” such nominees are elected as directors. You may vote “For” or “Withhold” authority to vote for each of the nominees of the Board. Any shares voted “Withhold” and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the outcome of the election. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Board.

FOR

✔

OUR BOARD, UPON RECOMMENDATION OF OUR NOMINATING AND

CORPORATE GOVERNANCE COMMITTEE, RECOMMENDS

A VOTE “FOR” ALL OF THE NOMINEES NAMED ABOVE.

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SECURITY OWNERSHIP INFORMATION

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the beneficial ownership of our Class A common stock and Class B common stock as of May 17, 2022 by (i) each director, director nominee, and named executive officer, (ii) all current executive officers and directors of Chewy as a group, and (iii) all those known by Chewy to beneficially own more than 5% of our Class A common stock or Class B common stock.

This table is based upon information supplied by our executive officers, directors, director nominees, and principal stockholders, and Schedules 13D, 13F, and 13G filed with the SEC. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security.

Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 109,418,531 shares of Class A common stock and 311,188,356 shares of Class B common stock outstanding on May 17, 2022. We have deemed shares of our common stock issuable pursuant to RSUs, which are subject to vesting and settlement conditions expected to occur within 60 days of May 17, 2022, to be outstanding and beneficially owned by the person holding the RSUs for the purpose of computing the percentage ownership of that person. Such RSUs are not deemed outstanding for the purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all of our current named executive officers and directors as a group.

Unless otherwise indicated, the address for each beneficial owner listed below is c/o Chewy, Inc., 1855 Griffin Road, Suite B-428, Dania Beach, FL 33004.

	Voting Shares Beneficially Owned				Total Voting Power⁽¹⁾
	Class A Common Stock		Class B Common Stock
Name of Beneficial Owner	Shares	%	Shares	%
Current Named Executive Officers and Directors
Sumit Singh⁽²⁾	962,676	*	—	—	*
Mario Marte⁽³⁾	304,361	*	—	—	*
Satish Mehta⁽⁴⁾	397,457	*	—	—	*
Susan Helfrick⁽⁵⁾	145,890	*	—	—	*
Raymond Svider⁽⁶⁾	60,000	*	—	—	*
Fahim Ahmed⁽⁷⁾	10,000	*	—	—	*
Marco Castelli⁽⁸⁾	—	—	—	—	—
Michael Chang⁽⁹⁾	10,000	*	—	—	*
Kristine Dickson⁽¹⁰⁾	1,624	*	—	—	*
James Kim⁽¹¹⁾	1,500	*	—	—	*
David Leland	—	—	—	—	—
James Nelson⁽¹²⁾	1,607	*	—	—	*
Martin H. Nesbitt⁽¹³⁾	3,441	*	—	—	*
Lisa Sibenac⁽¹⁴⁾	1,000	*	—	—	*
James A. Star⁽¹⁵⁾	76,446	*	—	—	*
All directors and executive officers as a group⁽¹⁶⁾	1,976,002	1.8	—	—	*
More Than 5% Security Holders
BC Partners Holdings Limited/Argos Holdings GP LLC⁽¹⁷⁾	17,584,098	16.1	311,188,356	100.0	97.1
Morgan Stanley and Morgan Stanley Investment Management Inc.⁽¹⁸⁾	19,837,903	18.1	—	—	*
Baillie Gifford & Co⁽¹⁹⁾	13,302,667	12.2	—	—	*
FMR LLC⁽²⁰⁾	7,731,381	7.1
The Vanguard Group⁽²¹⁾	6,923,591	6.3	—	—	*
Brown Advisory Incorporated⁽²²⁾	6,645,368	6.1

*	Represents less than one percent (1%).

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(1)

Percentage total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, voting together as a single class. Each holder of Class B common stock is entitled to ten (10) votes per share of Class B common stock, and each holder of Class A common stock is entitled to one (1) vote per share of Class A common stock on all matters submitted to our stockholders for a vote. The Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of our stockholders, except as may otherwise be required by law. The Class B common stock is convertible at any time by the holder into shares of Class A common stock on a share-for-share basis upon written notice to the transfer agent.

(2)

Consists of (i) 504,534 shares of Class A common stock held by Mr. Singh, (ii) 373,417 shares of Class A common stock issuable to Mr. Singh upon the vesting of RSUs within 60 days of May 17, 2022, (iii) 48,877 shares of Class A common stock held by Mr. Singh’s spouse and (iv) 35,848 shares of Class A common stock issuable to Mr. Singh’s spouse upon the vesting of RSUs within 60 days of May 17, 2022. This does not include (i) 809,334 shares of Class A common stock issuable to Mr. Singh upon the vesting of RSUs, which are not expected to vest within 60 days of May 17, 2022, (ii) 89,190 shares of Class A common stock issuable to Mr. Singh’s spouse upon the vesting of RSUs, which are not expected to vest within 60 days of May 17, 2022, (iii) 4,241 shares of Class A common stock (which represents the maximum number of shares that may be issued upon the vesting of performance-based restricted stock units if maximum performance goals are achieved) issuable to Mr. Singh’s spouse upon the vesting of performance-based restricted stock units, which are not expected to vest within 60 days of May 17, 2022, or (iv) 679 shares of Class A common stock underlying PRSUs that were granted on April 5, 2021 to Mr. Singh’s spouse, which are not expected to vest within 60 days of May 17, 2022.

(3)

Consists of (i) 125,121 shares of Class A common stock held by Mr. Marte and (ii) 179,240 shares of Class A common stock issuable upon the vesting of RSUs within 60 days of May 17, 2022. This does not include 373,480 shares of Class A common stock issuable to Mr. Marte upon the vesting of RSUs, which are not expected to vest within 60 days of May 17, 2022.

(4)

Consists of (i) 263,027 shares of Class A common stock held by Mr. Mehta and (ii) 134,430 shares of Class A common stock issuable upon the vesting of RSUs within 60 days of May 17, 2022. This does not include 278,860 shares of Class A common stock issuable to Mr. Mehta upon the vesting of RSUs, which are not expected to vest within 60 days of May 17, 2022.

(5)

Consists of (i) 56,270 shares of Class A common stock held by Ms. Helfrick and (ii) 89,620 shares of Class A common stock issuable upon the vesting of RSUs within 60 days of May 17, 2022. This does not include 179,240 shares of Class A common stock issuable to Ms. Helfrick upon the vesting of RSUs, which are not expected to vest within 60 days of May 17, 2022. This also does not include 5,000 shares of Class A common stock owned by Ms. Helfrick’s spouse.

(6)	Consists of 60,000 shares of Class A common stock held by Mr. Svider.

(7)	Consists of 10,000 shares of Class A common stock held by Mr. Ahmed.

(8)	Elected to our Board effective May 23, 2022.

(9)	Consists of 10,000 shares of Class A common stock held by Mr. Chang.

(10)	Consists of 1,624 shares of Class A common stock held by Ms. Dickson, which will vest on the date of the Annual Meeting, subject to Ms. Dickson’s continued service as a director on the Board through the vesting date.

(11)	Consists of 1,500 shares of Class A common stock held by Mr. Kim.

(12)	Consists of 1,607 shares of Class A common stock held by Mr. Nelson, which will vest on the date of the Annual Meeting, subject to Mr. Nelson’s continued service as a director on the Board through the vesting date.

(13)

Consists of (i) 1,624 shares of Class A common stock issuable upon the vesting of RSUs, which will vest on the date of the Annual Meeting, subject to Mr. Nesbitt’s continued service as a director on the Board through the vesting date, and (ii) 1,817 shares of Class A common stock underlying RSUs that vested on July 14, 2021 and will be settled upon the earlier of (x) the date of Mr. Nesbitt leaving the Board or (y) a change in control of the Company.

(14)	Consists of 1,000 shares of Class A common stock held by Ms. Sibenac.

(15)

Consists of (i) 71,299 shares of Class A common stock held by Mr. Star, (ii) 1,624 shares of Class A common stock issuable upon the vesting of RSUs, which will vest on the date of the Annual Meeting, subject to Mr. Star’s continued service as a director on the Board through the vesting date, and (iii) 804 and 2,719 shares of Class A common stock underlying RSUs that vested on July 14, 2020 and July 14, 2021, respectively, and will be settled upon the earlier of (x) the date of Mr. Star leaving the Board or (y) a change in control of the Company.

(16)

Consists of (i) 1,151,628 shares of Class A common stock held by our named executive officers and directors, (ii) 819,034 shares of Class A common stock issuable upon the vesting of RSUs within 60 days of May 17, 2022, and (iii) 5,340 shares of Class A common stock underlying RSUs that have vested for which settlement has been deferred.

(17)

The number of shares listed as beneficially owned consists of (i) 106,903,343 shares of Class B common stock held by Argos Intermediate Holdco I Inc. (“Argos I”), (ii) 165,000,000 shares of Class B common stock held by Buddy Holdings II LLC (“Buddy II”), (iii) 39,285,013 shares of Class B common stock held by Buddy Holdings III LLC (“Buddy III”), and (iv) 17,584,098 shares of Class A common stock held by Buddy Chester Sub LLC (“Buddy Sub”). Each of Argos I, Buddy II, Buddy III and Buddy Sub are direct or indirect wholly-owned subsidiaries of Argos Holdings. The general partner of Argos Holdings is Argos Holdings GP LLC (“Argos GP”). Argos GP is controlled by affiliates of BC Partners. The business address of each of Argos I, Argos Holdings, Argos GP, and BC Partners is 650 Madison Avenue, New York, NY 10022. The business address of each of Buddy II, Buddy III, and Buddy Sub is 19601 N. 27th Avenue, Phoenix, AZ 85027.

(18)

Based solely on a Schedule 13G/A filed on March 10, 2022. Morgan Stanley exercises shared voting power with respect to 16,624,769 shares of Class A common stock and shared dispositive power with respect to 19,837,903 shares of Class A common stock. Morgan Stanley Investment Management Inc. exercises shared voting power with respect to 16,528,961 shares of Class A common stock and shared dispositive power with respect to 19,741,857 shares of Class A common stock. The business address of the Morgan Stanley is 1585 Broadway, New York, NY 10036. The business address of Morgan Stanley Investment Management Inc. is 522 5th Avenue 6th Floor New York, NY 10036.

(19)

Based solely on a Schedule 13G/A filed on January 4, 2022. Baillie Gifford & Co. exercises sole voting power with respect to 12,215,336 shares of Class A Common Stock and sole dispositive power with respect to 13,302,667 shares of Class A Common stock. The business address of Baillie Gifford & Co. is Calton Square, 1 Greenside Row, Edinburgh EH1 3AN, Scotland, United Kingdom.

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(20)

Based solely on a Schedule 13G filed on February 9, 2022. FMR LLC exercises sole voting power with respect to 1,939,912 shares of Class A Common Stock and sole dispositive power with respect to 7,731,381 shares of Class A Common Stock. The business address of FMR LLC is 245 Summer Street, Boston, MA 02210.

(21)

Based solely on a Schedule 13G/A filed on February 9, 2022. The Vanguard Group exercises shared voting power with respect to 46,886 shares of Class A Common Stock, sole dispositive power with respect to 6,824,322 shares of Class A Common Stock and shared dispositive power with respect to 99,269 shares of Class A common stock. The business address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(22)

Based solely on a Schedule 13G filed on February 7, 2022. Brown Advisory Incorporated exercises sole voting power with respect to 5,630,738 shares of Class A Common Stock and shared dispositive power with respect to 6,645,368 shares of Class A Common Stock. Brown Investment Advisory & Trust Company exercises sole voting power with respect to 102,279 shares of Class A Common Stock and shared dispositive power with respect to 102,279 shares of Class A Common Stock. Brown Advisory LLC exercises sole voting power with respect to 5,528,459 shares of Class A Common Stock and shared dispositive power with respect to 6,543,089 shares of Class A Common Stock. The business address of Brown Advisory Incorporated and related entities is 901 South Bond Street, Suite 400, Baltimore, MD 21231.

Pledge of Common Stock by Affiliates of BC Partners

Certain affiliates of BC Partners have granted a security interest in certain shares of our Class B common stock beneficially owned by them to secure certain indebtedness, including indebtedness of PetSmart, which includes customary default provisions. In the event of a default under any such credit facility or the applicable indenture, the secured parties may foreclose upon any and all shares of Class B common stock pledged to them and may seek recourse against the obligors under the relevant credit facilities and indentures. Any such action could result in a change of control of Chewy. In addition, an affiliate of BC Partners has granted a security interest in certain shares of Class A common stock to secure its obligations under a forward purchase contract. In the event of a default under such contract or the related collateral agreement, the secured party may foreclose upon any and all shares of Class A common stock pledged to it.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires that our directors, named executive officers, and stockholders that own more than 10% of our common stock report to the SEC and us certain changes in ownership and ownership information within specified periods. Based solely on a review of the reports furnished to us or filed with the SEC and upon information furnished by these parties, we believe that during fiscal year 2021 all of our directors and officers timely filed all reports they were required to file under Section 16(a) of the Exchange Act.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Principal Accountant Fees and Services

Deloitte & Touche LLP served as our independent registered public accounting firm for fiscal year 2021. The following table sets forth all fees for professional services rendered by Deloitte & Touche LLP for the fiscal years ended January 30, 2022 and January 31, 2021:

	January 30, 2022	January 31, 2021
Audit Fees⁽¹⁾	$1,964,000	$2,158,000
Audit-Related Fees⁽²⁾	—	114,000
Tax Fees	—	—
All Other Fees	—	—
Total Fees	$1,964,000	$2,272,000

(1)	Audit fees consist of fees for services rendered and expenses billed in connection with the annual audit of our consolidated financial statements, the review of our quarterly condensed consolidated financial statements, and consultations on accounting matters directly related to the audit.

(2)

Audit-related fees include fees for assurance and related services that are traditionally performed by the independent registered accounting firm. More specifically, this includes in fiscal year 2020 services rendered in connection with the submission of a Registration Statement on Form S-3 and related to a review of segregation of duties pertaining to our enterprise resource planning system.

Pre-Approval Policies and Procedures

Our Audit Committee charter requires our Audit Committee to (i) pre-approve all audit and permitted non-audit and tax services that may be provided by our independent registered public accounting firm and (ii) establish, and periodically review, policies and procedures for its pre-approval of permitted services in compliance with applicable SEC rules. In August 2021, our Audit Committee adopted the Audit Committee Pre-Approval Policy setting forth the requirements pursuant to which all audit and permitted non-audit and tax services to be performed by our independent registered public accounting firm may be pre-approved. The Pre-Approval Policy is intended to clarify the scope of engagements to be pre-approved by the Audit Committee and sets forth the procedures and conditions pursuant to which such services may be pre-approved. Prior to adoption of the Audit Committee Pre-Approval Policy, work performed by our independent registered public accounting firm was pre-approved by our Audit Committee on an engagement-by-engagement basis.

Audit Committee Report

The purpose of our Audit Committee is to assist our Board with oversight of (i) the integrity of the Company’s financial statements, (ii) compliance with legal and regulatory requirements, (iii) the Company’s independent auditor’s qualifications, independence, and performance, and (iv) the performance of the Company’s internal audit function. Our Audit Committee’s principal responsibility is one of oversight. Our management is responsible for determining that our financial statements are complete, accurate, and in accordance with generally accepted accounting principles and establishing satisfactory internal controls over financial reporting. The independent auditor is responsible for auditing our financial statements and the effectiveness of our internal controls over financial reporting. Our internal and outside counsel are responsible for assuring compliance with laws and regulations and our corporate governance policies.

In performing its oversight function, our Audit Committee has:

•	reviewed and discussed the audited financial statements with management and Deloitte & Touche LLP;

•	discussed with Deloitte & Touche LLP the matters required to be discussed by the applicable requirements issued by the Public Company Accounting Oversight Board (the “PCAOB”); and

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

SEC Form DEF 14A filed by Chewy Inc.