SEC Form DEF 14A filed by Chewy Inc.

Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

 

 

7700 West Sunrise Boulevard

Plantation, FL 33322

Dear Stockholders:

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

Sincerely,

 

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 2025 Annual Meeting of Stockholders (the “Annual Meeting”), which will take place via live audio webcast on Thursday, July 10, 2025, 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.

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. This meeting format also 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/CHWY2025. 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 10, 2025. 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/CHWY2025.

Stockholders who own shares of our common stock as of the close of business on May 12, 2025 (the “Record Date”), or their valid proxy holders, are entitled to vote at the Annual Meeting. As of the Record Date, we had 195,284,064 shares of Class A common stock outstanding and 219,698,561 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.

We will make available a list of stockholders of record as of the Record Date for inspection by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days ending on the day before the Annual Meeting, during ordinary business hours at our principal executive office. If you wish to inspect the list, please submit your request and proof of ownership by email to [email protected].

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

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 25, 2025 to facilitate timely delivery. You may request a copy by choosing one of the following methods:

Stockholders will vote on three proposals at the Annual Meeting:

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.

Our Board recommends that you vote your shares:

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 February 1, 2026 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. If you are a beneficial owner and your shares are held by a broker, your broker has discretionary voting authority under New York Stock Exchange (“NYSE”) rules to vote your shares on this proposal even if the broker does not receive voting instructions from you. Therefore, no broker non-votes are expected in connection with 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.

Affiliates of funds advised by BC Partners Advisers LP (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 52.9% of the outstanding shares of our common stock, representing approximately 91.8% of the total voting power of all outstanding series of common stock.

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.

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.

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:

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/CHWY2025 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 10, 2025.

Our Board is soliciting proxies for use at the Annual Meeting and any adjournment or postponement thereof. William Billings and Da-Wai Hu 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 properly presented at the Annual Meeting, the proxy holders will use their own judgment 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.

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

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.

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.

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.

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.

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 [email protected], by calling (844) 980-2073, or by writing to Investor Relations at Chewy, Inc., 7700 West Sunrise Boulevard, Plantation, FL 33322. 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.

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.

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.

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.

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 General Counsel & Secretary at our principal executive office no later than January 23, 2026. 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 2026 annual meeting of stockholders (the “2026 Annual Meeting”).

Stockholders wishing to nominate a candidate for election to our Board or propose other business at the 2026 Annual Meeting (other than pursuant to Rule 14a-8 of the Exchange Act) must deliver a written notice to our General Counsel & Secretary at our principal executive office no earlier than the close of

business on March 12, 2026, nor later than the close of business on April 10, 2026. If the 2026 Annual Meeting is scheduled to be held on a date that is more than 30 days before or more than 70 days after the first anniversary of the Annual Meeting (July 10, 2026), then the notice must be submitted not earlier than the close of business on the 120th day prior to the 2026 Annual Meeting and not later than the close of business on the later of the 90th day prior to the 2026 Annual Meeting or the 10th day following the day on which public announcement of the 2025 Annual Meeting is first made. If the notice is not received during the applicable timeframe, the notice will be deemed untimely. 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 10 days prior to the applicable deadline described above, 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 General Counsel & 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 such notice of stockholder proposals or director nominations must comply with the timing, disclosure, procedural, and other requirements as set forth in our amended and restated bylaws (the “Bylaws”) and must include all the information required by our Bylaws (including, for a notice of director nominations, the information required by Rule 14a-19(b) under the Exchange Act). A copy of our Bylaws is available in the Governance section of our website at https://investor.chewy.com.

The mailing address of Chewy’s principal executive office is 7700 West Sunrise Boulevard, Plantation, FL 33322.

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 fourteen directors, divided into three classes with staggered three-year terms. Each class consists as nearly as possible of one-third of the total number of directors. Class I and Class II each consist of five directors and Class III consists of four 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 believes that the Board should possess a combination of skills, experiences, and backgrounds that are relevant to the key strategic and operational issues that the Board will oversee. Our Board is composed of a 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, as well as their professional and corporate expertise, skills, and experience. Our Board is composed of directors that have collective backgrounds in finance and accounting, business operations, e-commerce, strategy, growth and transformation, corporate governance and compliance, technology and cybersecurity, retail and customer service, customer engagement and marketing, risk management, human capital management, healthcare, 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 chart reflects our directors’ current service on board and board committees of other public companies as of May 19, 2025.

The following charts reflect our Board’s gender and ethnic diversity and age mix as of May 19, 2025.

The following table sets forth select director information as of May 19, 2025:

Mathieu Bigand. Mr. Bigand currently serves as Director at BC Partners. Before joining BC Partners in 2019, Mr. Bigand worked in the Investment Banking division at Goldman Sachs Group, Inc., a multinational financial services firm, from 2014 to 2019, where he focused on the technology, media, and telecommunications sectors. Mr. Bigand serves on the boards of PetSmart LLC, a pet products and services retailer (“PetSmart”) and Women’s Care Enterprises, LLC, a healthcare services company, and previously served on the board of Presidio Inc., an IT solutions provider. Mr. Bigand holds a Master in Management degree from HEC Paris and a Bachelor in Mathematics degree from Paris 1 Panthéon-Sorbonne University. Mr. Bigand’s individual qualifications and background as a director include extensive accounting, international, and venture capital experience, and experience with e-commerce, healthcare, and retail industries.

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. Prior to joining BC Partners LLP in 2018, Mr. Leland spent 18 years at Citigroup Inc., a multinational investment bank and financial services corporation, focusing on leveraged finance, most recently as Managing Director in the Capital Markets Originations Group. Mr. Leland also previously served on the board of GardaWorld Corporation, a global security services company. 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 accounting, compliance, and finance experience.

Lisa Sibenac. Ms. Sibenac currently serves as Managing Director at BC Partners in portfolio operations. Before joining BC Partners in 2017, Ms. Sibenac held management positions at Amazon, Inc., a multinational technology and e-commerce company (“Amazon”), from 2012 to 2017. Prior to that, Ms. Sibenac held technical and commercial leadership roles at Lockheed Martin Corporation, a security and aerospace company, from 2003 to 2010. Since November 2023, Ms. Sibenac serves on the board of Madison Logic, Inc., a digital marketing company, and has previously served on the boards of Appgate, Inc., a cybersecurity company from 2022 to 2024, and GFL Environmental Inc., a waste management company from 2018 to 2020. Ms. Sibenac holds a Bachelor of Science in Mechanical Engineering from the University of Notre Dame and a Master of Business Administration from Harvard Business School. Ms. Sibenac’s individual qualifications and background as a director include knowledge of business operations, customer engagement, and technology, and in-depth knowledge of the e-commerce and retail industries.

Sumit Singh. Mr. Singh has served as Chief Executive Officer of Chewy since March 2018 and as a director on the board since April 2019. Mr. Singh previously served as Chief Operating Officer of Chewy from 2017 to 2018. In 2020, Mr. Singh was named to the Bloomberg 50 List of Global Leaders. Prior to joining Chewy, Mr. Singh held senior leadership roles at Amazon, where he served as Worldwide Director of Amazon’s Consumables businesses from 2015 to 2017 and as General Manager for Amazon’s North American merchant fulfillment and third-party businesses from 2013 to 2015. Before Amazon, Mr. Singh held senior management positions at Dell Technologies, Inc., a global technology company. Mr. Singh has been a board member of Booking Holdings Inc., a leading provider of online travel and related services, since 2022. Mr. Singh holds a Bachelor of Technology degree from Punjab Technical University, a Master of Science degree in Engineering from the University of Texas at Austin—where he was inducted into the Academy of Distinguished Alumni in 2019—and 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 our challenges and opportunities, the e-commerce and retail sectors, and extensive operational and strategic experience.

Marco Castelli. Mr. Castelli is a Partner at BC Partners. Before joining BC Partners in 2006, Mr. Castelli was a management consultant at Bain & Company, a management consulting firm, from 2005 to 2006. Mr. Castelli previously served on the boards of DentalPro, a dental care and services company, and Cigierre – Compagnia Generale Ristorazione S.p.A., a restaurant developer. 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, investments, and venture capital experience.

James Nelson. Mr. Nelson currently serves as Senior Advisor at MGM Resorts International, a global entertainment and hospitality company, a role he has held since March 2024. Since 2024, Mr. Nelson has also served as a member of the board of directors of Roman DBDR Acquisition Corp. II, a special purpose acquisition company, where he serves as chairman of the audit committee. Previously, Mr. Nelson served as Chief Executive Officer of Global Net Lease, Inc. (“GNL”), a publicly traded real estate investment trust, from 2017 to 2024, and as a director of GNL from 2017 to 2024. Mr. Nelson was also a member of GNL’s audit committee from March 2017 to July 2017. From 1986 to 2009, Mr. Nelson was Chairman and Chief Executive Officer of Eaglescliff Corporation, a specialty investment banking, consulting, and wealth management company. From 1998 to 2003, Mr. Nelson was Chairman and Chief Executive Officer of Orbit Aviation, Inc., a company engaged in acquiring 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. Mr. Nelson has served on the boards of several publicly traded companies, including Xerox Holdings Corporation, a technology product and services company, from 2021 to 2023, where he also served as Chairman from 2022 to 2023; Roman DBDR Tech Acquisition Corp., a special purpose acquisition company, from 2020 to 2021; Herbalife Nutrition Ltd., a nutritional products retailer, from 2014 to 2021 (where he served as Lead Director from 2019 to 2021); Caesars Entertainment, Inc., a hotel and casino entertainment company, from 2019 to 2020; Icahn Enterprises G.P. Inc., the general partner of Icahn Enterprises L.P., a diversified holding company, from 2001 to 2019; and New York REIT, Inc., a real estate investment trust, from 2015 to 2017. Mr. Nelson’s individual qualifications and background as a director include public company board experience and extensive accounting, compliance, environmental, finance, risk management, technology, and operational and strategic 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 private investment firm focused on the education, healthcare, and financial services industries, a position he has held since 2012. From 1996 to 2012, Mr. Nesbitt was co-founder and Chief Executive Officer of TPS Parking Management, LLC (“TPS Parking”), an owner and operator of off-airport parking facilities. Prior to TPS Parking, Mr. Nesbitt was an officer at Pritzker Realty Group, L.P., a commercial real estate firm, and served as an Investment Manager at LaSalle Partners, a real estate services company. Mr. Nesbitt currently serves on the board of directors of American Airlines Group Inc., a network air carrier, since 2015, where he is a member of the audit committee and the corporate governance and public responsibility committee. Mr. Nesbitt previously served on the boards of CenterPoint Energy, Inc., an electric and natural gas utility from 2018 to 2024; Jones Lang LaSalle Incorporated, a commercial real estate services company from 2011 to 2021; and Norfolk Southern Corp., a transportation company from 2013 to 2018. Mr. Nesbitt is also a trustee of the Chicago Museum of Contemporary Art and has served as Chairman of the Chicago Housing Authority and as a board member of the Chicago 2016 Olympic Committee. Mr. Nesbitt holds a Master of Business Administration degree from the University of Chicago Booth School of Business and a Bachelor of Science degree and honorary doctorate from Albion College. Mr. Nesbitt’s individual qualifications and background as a director include public company board experience and extensive accounting, compliance, environmental, finance, risk management, and operational and strategic experience as chief executive officer and founder of various companies.

Raymond Svider. Mr. Svider currently serves as Partner and Chairman of BC Partners, where he is also Chairman of the Management Committee. Since joining BC Partners in 1992, Mr. Svider has led investments across multiple sectors, including consumer and retail, technology, media and telecommunications, healthcare, industrials, and business services. Mr. Svider serves as Non-Executive Chairman of PetSmart since 2015; Chairman of Madison Logic, Inc., a digital marketing company since 2022; and Chairman of Valtech SE, a global digital agency since 2021. Mr. Svider also serves on the boards of Altice USA, Inc., a telecommunications and media company since 2017, where he chairs the compensation committee and is a member of the audit committee; EAB Global, Inc., an educational technology company since 2017; and NAVEX Global, Inc., a risk and compliance software company since 2018. Mr. Svider has previously served as a director of multiple companies, including Presidio Inc., Appgate, Inc., Cyxtera Technologies, Keter Group Holding Sarl, Intelsat S.A., Accudyne Industries LLC, Office Depot, Inc., Multiplan, Inc., Unity Media Group, Neuf Cegetel, GardaWorld Corporation, GFL Environmental Inc., and Nutreco. Mr. Svider holds a Master of Business Administration degree from the University of Chicago Booth School of Business and Master of Science degrees in engineering from École Polytechnique and École Nationale Supérieure des Télécommunications in 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.

Nat Goldhaber. Dr. Goldhaber currently serves as Managing Director of Claremont Creek Ventures, a venture capital firm that he co-founded in 2005 specializing in clean energy and healthcare investments. In 1995, Dr. Goldhaber founded CyberGold, Inc., an Internet marketing and payment company that went public in 1999 and merged with MyPoints.com in 2000. From 1991 to 1993, Dr. Goldhaber served as President of Kaleida Labs, a joint multimedia technology venture of IBM and Apple. From 1988 to 1991, Dr. Goldhaber served as President of Cole Gilburne Goldhaber & Ariyoshi Management, a venture capital firm specializing in high-technology investments. From 1987 to 1989, Dr. Goldhaber served as Vice President at Sun Microsystems following the acquisition of TOPS. In 1984, Dr. Goldhaber founded TOPS, a pioneer in PC networking software that was acquired by Sun Microsystems in 1987. From 1979 to 1982, Dr. Goldhaber held public office roles in Pennsylvania, serving as Special Assistant to the Lieutenant Governor and Interim Director of the State Energy Agency. From 2018 to 2022 Dr. Goldhaber served on the Board on Energy and Environmental Systems (BEES) of the National Academies of Sciences, Engineering, and Medicine. Dr. Goldhaber is an emeritus member of the Board of the Federation of American Scientists, where he served from 2005 to 2012. Dr. Goldhaber holds a Doctor of Education (HC) from Maharishi University of Management, a Master of Arts in Education from the University of California, Berkeley, and a Bachelor of Arts in Interdisciplinary Studies from Maharishi International University. Dr. Goldhaber’s individual qualifications and background as a director include extensive compliance, customer engagement, and operational experience and in-depth knowledge of the technology and healthcare industries.

Fahim Ahmed. Mr. Ahmed is a Partner at BC Partners, where he also serves as Chief Operating Officer and is a member of the Management and Private Equity Investment Committees. Before joining BC Partners in 2006, Mr. Ahmed worked as a consultant at Boston Consulting Group, a global management consulting firm, from 2004 to 2006 and from 2000 to 2002. Mr. Ahmed serves on the boards of Presidio Inc., an IT solutions provider, and PetSmart. Mr. Ahmed previously served as a director of Appgate, Inc., a cybersecurity company from 2021 to 2024; Cyxtera Technologies, Inc., a data center provider from 2021 to 2024; and Suddenlink Communications, a telecommunications company from 2012 to 2016. 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 accounting, compensation, and finance experience, and in-depth knowledge of the retail, telecommunications, and technology industries.

Michael Chang. Mr. Chang is a Partner at BC Partners. Before joining BC Partners in 2009, Mr. Chang served as Principal at JLL Partners, LLC, a private equity firm, from 1999 to 2009. Mr. Chang currently

serves on the boards of Zest Dental Solutions, a dental products manufacturer; Women’s Care Enterprises, LLC, a healthcare services company; CeramTec GmbH, a manufacturer and supplier of technical ceramics; and PetSmart. Mr. Chang holds a Master of Business Administration degree from 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 experience, and in-depth knowledge of the healthcare and retail industries.

Kristine Dickson. Ms. Dickson has served as Chief Financial Officer of Lead Bank, a commercial bank, since September 2022. From 2016 to 2022, Ms. Dickson was CFO of post-reorganization Lehman Brothers Holdings Inc. (“LBH”), a financial services company, and previously Chief Administrative Officer of LBH from 2012 to 2015. Ms. Dickson held various leadership roles at Willis Towers Watson, a professional consulting and services company, 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. Ms. Dickson also worked in the Mergers & Acquisitions and Telecom Investment Banking groups at Citigroup, Inc., a financial services company. 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 accounting, finance, human resources, risk management, and transactional experience, and in-depth knowledge of the financial services industry.

Deborah Ellinger. Ms. Ellinger is a former CEO and experienced board member with extensive expertise in the consumer products and solutions industry, including the pet sector. Since 2018, Ms. Ellinger has been a Senior Advisor with Boston Consulting Group (BCG), a global consulting firm, where she primarily works with private equity clients investing in consumer and retail companies. From 2004 to 2018, Ms. Ellinger served as CEO and/or President of four private-equity-backed companies: Ideal Image, a MedSpa chain; The Princeton Review, a test preparation company; Restoration Hardware, a home products retailer; and Wellness Pet Food, a pet food manufacturer. Previously, Ms. Ellinger was Executive Vice President at CVS Pharmacy, a retail pharmacy chain from 2001 to 2003, and Senior Vice President at Staples, an office supply retailer from 1999 to 2001. Ms. Ellinger began her career in banking at Mellon Financial Corporation and was a Managing Director and Partner at BCG from 1990 to 1999. She has served on several public and private boards, including Tupperware, a manufacturer of home goods from 2021 to 2023; iRobot, a manufacturer of consumer robots from 2011 to 2023; and Covetrus, a distributor of software and products for veterinarians from 2019 to 2022; Interpublic, a global advertising and marketing services company from 2015 to 2017; National Life Group, a life insurance company from 2007 to 2014; Sealy, a bedding manufacturer from 2013 to 2020; and Malden Mills, a textile manufacturer from 2003 to 2006. Ms. Ellinger holds a Bachelor of Arts and Master of Arts from the University of Cambridge, UK, and is a non-practicing Barrister-at-Law. Ms. Ellinger’s individual qualifications and background as a director include public company board experience and extensive accounting, compliance, finance, and operational and strategic experience and in-depth knowledge of the healthcare and retail industries.

James A. Star. Mr. Star is a manager and partner of Torque Asset Management LLC and Torque GP LLC, which oversee investments in public securities. Mr. Star previously served 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 2019 until his retirement in October 2023. From 2003 to 2019, Mr. Star served as President and Chief Executive Officer of Longview. Mr. Star also was Vice President of Henry Crown and Company, a private family office affiliated with Longview, from 1994 to 2023. 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 and is a member of the compensation committee. Mr. Star also serves as non-executive chairman of Atreides Management, a technology-focused investment firm. He previously served as a director of Allison Transmission Holdings Inc., a manufacturer of vehicle components from 2016 to 2018, and as a director of the holding company of PetSmart LLC from 2014 to 2019. Additionally, Mr. Star 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 accounting, compliance, corporate governance, finance, and investment experience, and in-depth knowledge of the e-commerce and retail industries.

We are a “controlled company” within the meaning of the corporate governance standards of the 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 requirements 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 each of our Compensation and Nominating and Corporate Governance Committees are 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 affirmatively determined that each of Ms. Dickson, Ms. Ellinger, Dr. Goldhaber, Mr. Nelson, Mr. Nesbitt, and Mr. Star satisfy the independence requirements under the applicable NYSE and SEC rules and regulations, 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”).

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 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.

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.

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.

Our Audit Committee currently consists of Mr. Nelson (Chairperson), Ms. Dickson, and Mr. Star. 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:

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.

Our Audit Committee has adopted, and periodically reviews compliance with, the Company’s Guidelines for Hiring Employees or Former Employees of the Independent Auditor and the Audit Committee Pre-Approval Policy (the “Pre-Approval Policy”), each of 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 February 2, 2025 (“Fiscal Year 2024”), is set forth below under the heading Audit Committee Report.

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:

During Fiscal Year 2024, Mr. Ahmed and Mr. Svider served as members of our Compensation Committee. Neither 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.

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:

Directors may be nominated by the Board or by our stockholders in accordance with our Bylaws. 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 it 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. While our Board does not have specific director criteria requirements, our Nominating and Corporate Governance Committee considers, among other things:

Our Board does not have a formal policy on diversity, but in evaluating director candidates our Nominating and Corporate Governance Committee and Board consider various factors, 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.

Management is responsible for the day-to-day oversight and management of financial, governance, people, quality, safety, technology, operational, and strategic risks, while our Board, as a whole and through its committees, is responsible for the oversight of our risk management framework, which aligns with our disclosure controls and procedures. Our Board regularly evaluates enterprise risk management and related policies and practices. We have a disclosure committee comprised of senior management that prepares and reviews risks, and considers whether there are any compliance or disclosure issues. 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 control, 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 the oversight of the measures initiated by management to monitor and control such risks. Our process identifies new or emerging risks that could impact the organization and we assess the likelihood and impact of the identified risks, while considering strategic business objectives to

understand and assess the risks. Our Audit Committee also monitors compliance with legal and regulatory requirements and reviews and approves or disapproves 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.

To learn more about certain of the risks we face, please refer to the section titled “Risk Factors” included under Part I, Item 1A of our Annual Report on Form 10-K for Fiscal Year 2024 and in other filings with the SEC.

During our Fiscal Year 2024, our Board had four meetings, our Audit Committee had four meetings, our Compensation Committee had four meetings, and our Nominating and Corporate Governance Committee had two 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. Eleven of our current directors who served at the time of our 2024 annual meeting of stockholders (the “2024 Annual Meeting”) attended that meeting.

We annually review the amount of annual compensation for Board and committee service for our independent directors. Pursuant to our Director Compensation and Educational Expense Reimbursement Policy, the amount of annual compensation for our independent directors is as follows:

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 upon 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 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. We also extend our employee discount to our directors, allowing them to receive a 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 and Nominating and Corporate Governance Committee.

Our independent directors are subject to stock ownership requirements as set forth below under section entitled “Stock Ownership Guidelines.”

The following table provides information regarding compensation of our independent directors for their service as a director for Fiscal Year 2024. Ms. Ellinger and Dr. Goldhaber were elected to our Board effective February 21, 2025 and April 24, 2025, respectively, and did not receive compensation or perform services as an independent director for Fiscal Year 2024. 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 shown in the table entitled “Summary Compensation Table” and the related tables under the section entitled “Compensation Tables”.

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 first to occur of the director’s termination of Board service, the director’s death or disability, or a change in control.

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.

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 General Counsel & Secretary at Chewy, Inc., 7700 West Sunrise Boulevard, Plantation, FL 33322. Each communication will be reviewed by our General Counsel & 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.

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 Chief 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.

Our mission is to be the most trusted and convenient destination for pet parents and partners everywhere. Our commitment extends to improving our impact, both internally and externally. We are working hard to ensure alignment with the evolving standards required by sustainability rules and regulations, and to uphold corporate citizenship and enhance long-term shareholder value.

We are pursuing efforts to reduce our environmental impact by promoting sustainability throughout our operations. Our recent efforts focus on reducing the environmental impact of our packaging processes and transportation network. We are actively exploring strategies to continue improving our supply chain by promoting responsible sourcing practices for our products and materials.

We are collecting and analyzing detailed operational data and applying advanced emissions factors to accurately assess our greenhouse gas emissions. We are also assessing climate-related risks and their potential impacts relevant to our business.

Our employees are key to fulfilling our mission of being the most trusted and convenient destination for pet parents and partners everywhere. We strive to further our mission by offering competitive compensation and benefits, focusing on employee safety, providing opportunities for community engagement and philanthropic endeavors, and fostering a workplace in which employees feel empowered to be their authentic selves and do their best work. We use employee surveys and other listening mechanisms to seek feedback on what we do well and can do better. These tools enable us to continually assess and improve our practices. Additionally, we invest in the education, training, and development of employees by providing learning opportunities through courses and programs and our custom learning platform, Chewy University.

We strive to foster inclusive, engaging and safe working environments in which our employees can be their authentic and best selves. We hire, retain, and promote exceptional talent that values different backgrounds, experiences, and perspectives. Our seven Team Member Resource Groups, which are available to all full-time employees and led by employee volunteers, seek to provide opportunities for employees to build connections and understanding through awareness programs and events.

Our passion for pets and dedication to our network of non-profit shelters and rescues allows us to impact the lives of pets everywhere. Through Chewy Gives Back, we support animal welfare with volunteer work, donations, and our Wish List tool that empowers eligible non-profit shelters or rescues to create lists of needed items, which our customers can easily order for delivery to the organization. In Fiscal Year 2024, we donated approximately $54 million in products and supplies through Chewy Gives Back.

We have also adopted Ethics and Integrity Principles (the “Principles”) for our vendors, suppliers, and contractors. The Principles encompass various aspects, including business integrity, anti-bribery and anti-corruption measures, fair dealing practices, trade ethics, labor and human rights, prevention of harassment and discrimination, and considerations for environmental and community impacts.

We are committed to upholding high standards of corporate governance, emphasizing ethics and compliance, and we have implemented policies and procedures to ensure compliance with applicable laws and regulations. More information regarding our governance is described under the heading Corporate Governance Guidelines and Code of Conduct and Ethics.

We have 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 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 with 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:

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.

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 2024, and no transactions are currently proposed, that would require disclosure under Item 404 of Regulation S-K.

Merger Agreement:

On October 30, 2023, Chewy entered into certain transactions (the “Transactions”) with affiliates of BC Partners pursuant to an Agreement and Plan of Merger (the “Merger Agreement”). The Transactions resulted in, among other things, such affiliates restructuring their ownership interests in Chewy and Chewy Pharmacy KY, LLC (“Chewy KY”) becoming an indirect wholly-owned subsidiary of Chewy. From the beginning of Fiscal Year 2024 through the Record Date, affiliates of BC Partners transferred $41,301,844 to be used to fund tax obligations of its affiliates that were inherited by Chewy as a result of the Transactions. A special committee of the Board, consisting solely of independent and disinterested directors not affiliated with BC Partners, pursuant to authority delegated to it by the Board, approved the Transactions. The Board, acting on the recommendation of the special committee, also approved the Transactions.

Repurchase Transactions

On each of June 26, 2024, September 18, 2024, and December 9, 2024, we entered into a stock repurchase agreement with Buddy Chester Sub LLC, an entity affiliated with BC Partners, to respectively repurchase 17,550,000, 10,204,081, and 1,596,424 shares of Class A common stock, from Buddy Chester Sub LLC at a price per share of $28.49, $29.40, and $31.32, respectively (the “Stock Repurchase Transactions” and each a “Stock Repurchase Transaction”). The aggregate repurchase price for the Stock Repurchase Transactions was $850 million. A special committee of the Board, consisting solely of independent and disinterested directors not affiliated with BC Partners, pursuant to authority delegated to it by the Board, approved each Stock Repurchase Transaction. The Board, acting on the recommendation of the special committee, also approved each Stock Repurchase Transaction.

Other transactions and agreements

The following agreement involves affiliates of BC Partners:

Aseemita Malhotra, our President of Healthcare, is the spouse of our Chief Executive Officer. During Fiscal Year 2024, Ms. Malhotra led our Healthcare vertical and received total cash compensation of $824,998, which includes her base salary and a payment under our short-term incentive (“STI”) program⁽¹⁾ based on Company performance compared to pre-established performance metrics. Ms. Malhotra’s cash compensation was determined based on market data and comparable positions. In April 2024, Ms. Malhotra was granted 76,685 restricted stock units (“RSUs”), subject to time-based vesting, and 39,600 performance-based restricted stock units (“PRSUs”), subject to vesting based on the achievement of certain Company performance conditions. In August 2024, Ms. Malhotra was granted 70,838 RSUs, subject to time-based vesting, and 7,844 PRSUs, subject to vesting based on achievement of certain Company performance conditions. Of the RSUs granted in April and August 2024, 54,795 RSUs vested on February 1, 2025, 7,087 RSUs vested on May 1, 2025, and the remaining 85,641 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 2025, the Company’s Compensation Committee certified the achievement of the performance condition for the April and August 2024 PRSUs, which resulted in 60,625 PRSUs that vest on February 1, 2027, subject to her continued employment through the vesting date. In April 2025, Ms. Malhotra was granted 51,735 RSUs, subject to time-based vesting, and 27,857 PRSUs, subject to vesting based on the achievement of certain Company performance conditions. The RSUs granted in April 2025 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 2025 will vest on March 1, 2028, subject to the satisfaction of certain Company performance conditions and her continued employment through the vesting date. Ms. Malhotra will be eligible to receive between 0% and 200% of the target PRSUs, depending on the extent to which certain Company performance-based vesting conditions are met during Fiscal Year 2025. The grant date fair value of the awards computed in accordance with ASC 718 was $1,904,748, $1,759,330, and $2,484,066 for the awards granted in April 2024, August 2024, and April 2025, respectively. Ms. Malhotra also had use of the personal security-related services and automobiles described for Mr. Singh in the 2024 Summary Compensation Table.

There are four directors in class III with terms of office expiring at our Annual Meeting. Our Nominating and Corporate Governance Committee has recommended, and our Board has approved, Mathieu Bigand, 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 2028 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. Bigand, Mr. Leland, Ms. Sibenac, and Mr. Singh are currently directors of Chewy, and each of them was appointed by our Board. Additional information regarding these nominees is set forth above under the heading Board of Directors. 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.

The following table sets forth the beneficial ownership of our Class A common stock and Class B common stock as of May 12, 2025 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 195,284,064 shares of Class A common stock and 219,698,561 shares of Class B common stock outstanding on May 12, 2025. We have deemed shares of our common stock issuable pursuant to equity awards, which are subject to vesting and settlement conditions expected to occur within 60 days of May 12, 2025, to be outstanding and beneficially owned by the person holding the equity awards for the purpose of computing the percentage ownership of that person. Such equity awards 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., 7700 West Sunrise Boulevard, Plantation, FL 33322.

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 in control of Chewy.

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 2024 all of our directors and officers timely filed all reports they were required to file under Section 16(a) of the Exchange Act.

Deloitte & Touche LLP served as our independent registered public accounting firm for Fiscal Year 2024. The following table sets forth all fees for professional services rendered by Deloitte & Touche LLP for the fiscal years ended February 2, 2025 and January 28, 2024:

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. Our Audit Committee has adopted the 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 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.

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

In performing its oversight function, our Audit Committee has:

Based on these reviews and discussions, the Audit Committee recommended to our Board the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2025, as filed with the SEC on March 26, 2025.

THE AUDIT COMMITTEE

 

James Nelson, Chair

Kristine Dickson

James A. Star

Our Audit Committee has selected Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2026, subject to execution of a mutually agreeable engagement letter. Deloitte & Touche LLP has served as our auditor since 2017. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Although our Audit Committee charter and current law, rules, and regulations require our Audit Committee to engage, retain, and supervise our independent registered public accounting firm, our Board and Audit Committee value the opinions of our stockholders and consider the selection of such firm to be an important matter of stockholder concern. The selection of Deloitte & Touche LLP is accordingly submitted for ratification of stockholders as a matter of good corporate practice. If the stockholders fail to ratify this selection, our Board and Audit Committee will consider the outcome of the vote in determining whether to retain this firm for the fiscal year ending February 1, 2026. Even if the selection is ratified, our Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in the best interests of our Company and stockholders.

The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending February 1, 2026 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 (meaning that, of the shares represented at the 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, thus, will have the same effect as a vote “Against” this proposal. Broker non-votes will have no effect on the outcome of this proposal.

This Compensation Discussion and Analysis (“CD&A”) describes the material elements of our executive compensation program for Fiscal Year 2024 and provides an overview of our compensation philosophy and objectives for our named executive officers (“NEOs”).

Our executive compensation program is designed to align total compensation with Company performance, while enabling us to attract, retain, and motivate individuals who can achieve sustained long-term growth and strong financial performance for our stockholders. Our executive compensation program (i) provides our NEOs with total compensation to avoid the disruption and expense associated with unintended departures, (ii) motivates and rewards our NEOs for our success in dynamic and competitive markets, and (iii) aligns the interests of our NEOs with those of our stockholders. Our pay-for-performance compensation philosophy and practices are intended to increase stockholder value. As a result, NEO compensation is heavily weighted towards providing equity awards that incentivize long-term stock price appreciation. Our long-term incentive (“LTI”) plan provides equity awards that may be subject to a service-based vesting condition (the “Service Condition”), a performance-based vesting condition (the “Performance Condition”), or both a Performance Condition and Service Condition to promote long-term stockholder value creation (equity awards subject to a Service Condition, “Service RSUs” and equity awards subject to a Performance Condition and Service Condition, “Performance RSUs”). Our STI program focuses on annual strategic metrics to grow sales and improve profitability. The connection between pay and performance is evidenced by our financial performance during Fiscal Year 2024. Highlights of our Fiscal Year 2024 financial performance include:

Our executive compensation for Fiscal Year 2024 was determined in the first quarter of 2024.

Our NEOs for Fiscal Year 2024 were the following:

Our Compensation Committee is responsible for oversight of our executive compensation policies, plans, and programs, which are regularly reviewed and discussed with management to ensure alignment with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for talent. Our Compensation Committee reviews and makes recommendations to our Board regarding the compensation and other terms of employment of our executive officers, including the NEOs. Our Compensation Committee also reviews and approves the corporate goals and objectives applicable to the compensation and other terms of employment of the CEO and determines and approves the CEO’s compensation.

Our Compensation Committee is primarily responsible for establishing executive compensation. It does so with the goals of incenting NEOs to achieve our business objectives and enhance long-term stockholder value by aligning the interests of our NEOs with those of our stockholders. Our Compensation Committee considers the interests of stockholders and Company performance in establishing the compensation program. Our Compensation Committee and management team reference national surveys and publicly available executive officer data from e-commerce, retail, and technology organizations as an input for compensation decisions.

Management assists our Compensation Committee in establishing NEO compensation by providing information on Company and individual performance, and business needs and objectives. Our Compensation Committee also considers our Chief Executive Officer’s recommendations regarding adjustments to NEO compensation components, including an evaluation of each executive officer’s performance, the Company’s overall performance, and comparable compensation paid to similar executive officers in comparable companies (other than with respect to his own compensation, for which he recuses himself from all discussions and recommendations).

The Compensation Committee considers publicly available compensation data from peer companies when setting pay levels for our NEOs. With support from Willis Towers Watson PLC (“WTW”), the Compensation Committee established a peer group composed of companies with similar financial characteristics and industry focus, including e-commerce, retail, and technology. Selection criteria included U.S.-based operations, publicly traded equity, and revenue generally between 0.5x and 2.0x of Chewy’s. This peer group served as the reference point for evaluating executive compensation for Fiscal Year 2024.

Management engages an independent compensation consultant to provide advice regarding compensation decisions for our executive officers and to assist management in evaluating our compensation objectives, obtain market information, and design various aspects of our compensation program. Specific responsibilities for 2024 included benchmarking NEO positions, assistance setting 2024 STI program and LTI plan metrics based on competitive market practices, and validation of Chewy’s peer group. Management has the sole authority to appoint, retain, or replace the independent compensation consultant. During Fiscal Year 2024, management initially engaged WTW as its independent compensation consultant and paid WTW $389,093 in aggregate fees for all services provided. Also during Fiscal Year 2024, management engaged Semler Brossy to replace WTW as the independent compensation consultant assisting in the same scope of work, and paid Semler Brossy $255,007 in aggregate fees for all services provided. Neither WTW’s nor Semler Brossy’s engagement raises any conflict of interest pursuant to SEC rules and the NYSE listing standards.

In the advisory vote held at our 2024 Annual Meeting, stockholders voted overwhelmingly in favor of our Fiscal Year 2023 executive compensation programs for our NEOs. The Compensation Committee considered the voting results with respect to our executive compensation policies and programs. The Compensation Committee will continue to review stockholder votes and feedback on our executive compensation programs to ensure alignment with stockholder interests.

We held an advisory vote on the frequency of future “say-on-pay” advisory votes (referred to as the “say-on-frequency” vote) at our 2020 annual meeting of stockholders, pursuant to which the majority of the advisory votes cast voted to hold our “say-on-pay” votes every year. The Board considered the outcome of this advisory vote and determined that future “say-on-pay” votes will be conducted every year. The Board will re-evaluate this determination after the next stockholder advisory “say-on-frequency” vote, which will be at the Company’s 2026 annual meeting of stockholders unless presented earlier.

Our executive compensation program is comprised of the following key elements:

Since a significant portion of our executive compensation is variable, at-risk, and tied directly to measurable performance objectives, we believe our executive compensation program is reasonable, competitive, and appropriately balances the goals of attracting, motivating, rewarding, and retaining individuals while directly aligning their interests with those of our stockholders.

Base salary is a standard element of compensation designed to attract and retain talent and provide executives with cash income predictability. Our Compensation Committee reviews and determines base salary adjustments as part of its annual executive officer compensation review. Factors that affect the amount of base salary include experience, market data, role and responsibilities, recruitment and retention considerations, company performance, and individual performance. The following table sets forth NEO base salaries for Fiscal Year 2024 and the fiscal year ended January 28, 2024 (“Fiscal Year 2023”):

In Fiscal Year 2024, we continued our annual STI program for our NEOs that is intended to establish a strong link between pay and performance by rewarding the achievement of annual financial and strategic objectives. 100% of the STI payment was based on the achievement of pre-established Company-level performance metrics. The performance metrics included goals related to net sales and adjusted EBITDA margin. These performance metrics were selected because they provide a balance of both top-line and bottom-line financial goals while also incenting responsible cash utilization. Our NEOs participate in the STI program at a target payout of 75% to 150% of eligible earnings, with a threshold payout of 50% and maximum payout of 200% of target to provide an additional incentive to meet or exceed the maximum threshold and to align our practice with the prevailing market practice. No STI payment is made if achievement of all performance goals is less than the threshold. The following table shows weighting, achievement level, weighted achievement with respect to each metric, and the total weighted achievement for the Fiscal Year 2024 STI program: