DEF 14A 1 nc10023511x1_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. )

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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)

Payment of Filing Fee (Check the appropriate box):
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☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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	NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

1855 Griffin Road, Suite B-428

Dania Beach, FL 33004

May 27, 2021

Dear Stockholders:

WHAT:	2021 Annual Meeting of Stockholders of Chewy, Inc. (the “Annual Meeting”).
WHEN:	Wednesday, July 14, 2021, at 10:00 a.m., Eastern Time.
WHERE:	Our meeting will be a virtual stockholder meeting, conducted via live audio webcast, a format designed to increase stockholder access, reduce the environmental impact of a physical meeting, save Chewy and our stockholders time and money, and ensure the safety of participants. In addition to online attendance, this format provides stockholders with the opportunity to hear all portions of the official meeting, submit written questions during the meeting, and vote online during the open poll section of the meeting. You are invited to attend the live webcast of our meeting, vote your shares, and submit questions at https://www.virtualshareholdermeeting.com/CHWY2021. To join the meeting, you will need the 16-digit control number that is printed on your Notice Regarding the Availability of Proxy Materials (“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 Wednesday, July 14, 2021. 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 30, 2022 (Proposal No. 2);
	3.	to approve, on a non-binding, advisory basis, the compensation of our named executive officers (Proposal No. 3); and
	4.	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 18, 2021 (the “Record Date”) are entitled to this notice and to vote at the Annual Meeting or at any adjournment or postponement that takes place.
PROXY VOTING:	On or about May 27, 2021, 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			13
Board Leadership Structure			13
Board Committees			13
Role of our Board in Risk Oversight			16
Attendance at Board, Committee, and Stockholder Meetings			16
Director Compensation			17
Stockholder Communications with our Board			18
Corporate Governance Guidelines and Code of Conduct and Ethics			18
Diversity, Equity, and Inclusion			18
Corporate Responsibility			19
Certain Relationships and Related Party Transactions			19
PROPOSAL 1: Election of Directors			22
Security Ownership Information			23
Security Ownership of Certain Beneficial Owners and Management			23
Delinquent Section 16(a) Reports			25
Independent Registered Public Accounting Firm			26
Principal Accountant Fees and Services			26
Pre-Approval Policies and Procedures			26
Audit Committee Report			26
PROPOSAL 2: Ratification of Appointment of Independent Registered Public Accounting Firm			28
Named Executive Officer Compensation			29
Compensation Discussion and Analysis			29
Compensation Related Risks			33
Compensation Committee Report			34
Compensation Tables			35
NEO Employment Agreements and Potential Payments Upon Termination or Change in Control			37
CEO Pay Ratio Disclosure			39
PROPOSAL 3: Advisory Vote on Named Executive Officer Compensation			40
Other Matters			41
Materials Not Incorporated by Reference			41
Annual Report on Form 10-K			41
Appendix			A-1
Reconciliation of Non-GAAP Financial Measures			A-1

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GENERAL INFORMATION ABOUT OUR ANNUAL MEETING

1.	Why am I receiving these materials?

The Board of Directors (“Board”) of Chewy, Inc., a Delaware corporation (“Company” or “Chewy”), is providing our proxy materials to you in connection with our 2021 Annual Meeting of Stockholders (“Annual Meeting”), which will take place via live audio webcast on Wednesday, July 14, 2021, 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, save Chewy and our stockholders time and money, and ensure the safety of participants. In addition to online attendance, our meeting format provides stockholders with the opportunity to hear all portions of the official meeting and vote online during the open poll section of the meeting. You may attend the meeting by visiting https://www.virtualshareholdermeeting.com/CHWY2021. You will need the 16-digit control number that is printed on your Notice Regarding the Availability of Proxy Materials (“Notice”). Please allow ample time for online check-in, which will begin at 9:45 a.m., Eastern Time, on July 14, 2021. 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/CHWY2021.

3.	Who may vote at the Annual Meeting?

Stockholders who own shares of our common stock as of the close of business on May 18, 2021, the “Record Date” for the Annual Meeting, or their valid proxy holders are entitled to vote at the meeting. As of May 18, 2021, we had 104,207,247 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, 2021 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 three proposals at the Annual Meeting:

•	Proposal 1: To elect to the 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 30, 2022; and

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

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 these 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 30, 2022, as described in Proposal 2; and

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

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 30, 2022 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

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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.

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 (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.

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, our principal stockholders beneficially own, in aggregate, approximately 79.1% of the outstanding shares of our common stock, representing approximately 97.3% 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.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, you should 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 (i.e., in street name), 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, and you are also invited to attend the Annual Meeting. 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.

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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/CHWY2021 in order to vote your shares during the meeting, whether you hold your shares of record or in street name. 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 July 14, 2021.

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

•	Vote by Internet by going to www.proxyvote.com at any time up until 11:59 p.m., Eastern Time, on July 13, 2021. 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 up until 11:59 p.m., Eastern Time, on July 13, 2021. 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, 2021.

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 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) and Proposal 3 (advisory vote on named executive officer compensation), are 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.

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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;

○	granting a subsequent proxy via Internet or telephone;

○	delivering written notice to our Secretary at our principal executive office, bearing a date later than the proxy, 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 meeting, present virtually or represented by proxy, will constitute a quorum for the transaction of business at the 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.

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?

We adopted a procedure called “householding,” which the Securities and Exchange Commission (“SEC”) has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, 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 reduces our

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printing and mailing costs and other fees and helps protect the environment as well. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will promptly deliver a separate copy of the Notice and, if applicable, 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 and, if applicable, 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 and, if applicable, proxy materials and annual report.

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.

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 2022 annual meeting of stockholders due?

The 2022 annual meeting of stockholders is expected to be held on July 14, 2022. Stockholders wishing to present a proposal for inclusion in our proxy materials for such meeting pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), must timely submit their proposals so that they are received by our Secretary at our principal executive office no later than January 27, 2022. 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 in order to be considered for inclusion in our proxy materials for the 2022 annual meeting of stockholders.

25.	When are other proposals and director nominations for the 2022 annual meeting of stockholders due?

The 2022 annual meeting of stockholders is expected to be held on July 14, 2022. Assuming the 2022 annual meeting of stockholders is held on such date, stockholders wishing to nominate a candidate for election to our Board or propose other business at this 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, 2022, nor later than the close of business on April 15, 2022. If the 2022 annual meeting of stockholders is scheduled to be held on a date that is more than 30 days prior to or more than 70 days after July 14, 2022, the proposal must be

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submitted not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the 90th day prior to the date of such annual meeting or the 10th day following the day on which public announcement of such 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, 2022, 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 principal executive office of the Company 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 (“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, on behalf of our stockholders, is to oversee 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 as nearly as possible 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 the 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 diverse backgrounds, experience, perspectives and skills relevant to our Company. Our directors have backgrounds as retail, operational and financial experts, technologists, investors, and advisors. 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 the gender/ethnic diversity and age mix (as of May 18, 2021) of the members of our Board following the Annual Meeting, assuming the election of all director nominees:

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The following table sets forth information with respect to our current directors and new director nominee as of May 18, 2021:

Name

Age

Class

Director

Since

Current

Term

Expires

Position

Committee Membership

Sharon L. McCollam⁽¹⁾

2019

2023

Director

☆

Martin H. Nesbitt⁽²⁾

2020

2023

Director

Raymond Svider⁽³⁾

2019

2023

Chairperson

☆

J.K. Symancyk⁽⁴⁾

2019

2023

Director

Fahim Ahmed⁽⁵⁾

2019

2021

Director

✔

Michael Chang⁽⁶⁾

2019

2021

Director

✔

Brian McAndrews⁽⁷⁾

2019

2021

Director

✔

James A. Star⁽⁸⁾

2019

2021

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

Kristine Dickson⁽¹³⁾

N/A

New Director Nominee

AC: Audit Committee

☆ Committee Chairperson

CC: Compensation Committee

✔ Committee Member

NCGC: Nominating and Corporate Governance Committee

(1)	Elected to our Board and appointed as Chairperson of our Audit Committee effective June 13, 2019.

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

(3)	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.

(4)	Elected to our Board effective April 29, 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 appointed as a member of our Audit Committee effective September 10, 2019.

(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.

(13)	Ms. Dickson has been nominated to join our Board as a director with effect from, if elected, the date of the Annual Meeting. If elected, it is the Board’s intent to appoint her as a member of our Audit Committee.

Nominees for Election to a Three-Year Term Expiring at the 2024 Annual Meeting

Fahim Ahmed. Mr. Ahmed currently serves as Partner at BC Partners. BC Partners is a leading international investment firm that specializes in the investment of assets under management in private equity. 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., Presidio Inc., Cyxtera Cybersecurity, Inc. (d/b/a Appgate), 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 his extensive finance and compensation expertise, and his in-depth knowledge of the consumer retail, telecom, and technology sectors.

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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, 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 his extensive finance expertise and his in-depth knowledge of the consumer retail, industrials, and healthcare sectors.

Kristine Dickson. Ms. Dickson has been Chief Financial Officer and Chief Administrative Officer of Lehman Brothers Holdings Inc. since January 2016. Previously, she served as Chief Administrative Officer from 2012 to 2015. 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. 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 her knowledge of finance, practical mergers and acquisition experience, and her in-depth knowledge of the financial services sector.

James A. Star. Mr. Star currently serves as Executive Chairman and Investment Committee Chair 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 REIT (NYSE “EQC”), where he chairs the Nominating and Governance Committee. He is a director of the Atreides Foundation Fund Ltd, V-Square Quantitative Management LLC, and the holding company of Teaching Strategies LLC. From 2016 to 2018, Mr. Star served as a director of Allison Transmissions Holdings Inc. (NYSE “ALSN”) 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 his extensive finance, business, corporate governance, and ethics and compliance experience, as well as his in-depth knowledge of the animal supplies and consumer services sectors.

Directors Continuing in Office Until the 2023 Annual Meeting

Sharon L. McCollam. Ms. McCollam served as Chief Administrative Officer and Chief Financial Officer at Best Buy Co., Inc. from 2012 to 2016, and continued to serve as a senior advisor through 2017. From 2000 to 2012, she served in roles of increasing responsibility at Williams-Sonoma, Inc., including service as Executive Vice President, Chief Operating and Chief Financial Officer from 2006 to 2012. Prior to Williams-Sonoma, Inc., Ms. McCollam served as Chief Financial Officer of Dole Fresh Vegetables, Inc., a division of the Dole Food Company, Inc. She currently serves on the board of directors and audit committees for three additional publicly traded companies including Advance Auto Parts, Inc. (NYSE “AAP”), Signet Jewelers Ltd. (NYSE “SIG”), and Stitch Fix, Inc. (Nasdaq “SFIX”). She also serves on the boards of three privately held companies, including International Walls, Inc. (f/k/a Art.com, Inc.) since 2012, Hallmark Cards, Inc. since 2016 and GetYourGuide AG since 2019. Ms. McCollam previously served on the board of directors for other publicly traded companies including Whole Foods Market, Inc. (Nasdaq “WFM” - no longer listed), OfficeMax Inc. (NYSE “OMX” - no longer listed), Del Monte Foods Company (NYSE “DLM” - no longer listed), and Williams-Sonoma, Inc. (NYSE “WSM”). Ms. McCollam holds a Bachelor of Science degree in accounting from the University of Central Oklahoma and is a certified public accountant. Ms. McCollam’s individual qualifications and background as a director include her outside board experience in the retail and e-commerce sectors, her

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extensive operational leadership experience, and her vast retail, finance, supply chain management, customer care, and real estate background. Ms. McCollam’s in-depth knowledge of finance, accounting, risk management, ethics, and compliance make her particularly well suited for the role of Chairperson of our Audit Committee.

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. From 1996 to 2012, before co-founding Vistria, Mr. Nesbitt was co-founder 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 Jones Lang LaSalle Incorporated (NYSE “JLL”), American Airlines Group Inc. (Nasdaq “AAL”), and CenterPoint Energy, Inc. (NYSE “CNP”), and from 2013 to 2018 he served on the board of directors of Norfolk Southern Corp. (NYSE “NSC”). 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 his global public company board experience and his 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 and serves on the boards of Altice USA, Inc. (NYSE “ATUS”), GFL Environmental Inc. (NYSE “GFL”), Intelsat S.A. (OTC “INTEQ”), NAVEX Global, Inc., GardaWorld Corporation, Cyxtera Technologies, Inc., and Cyxtera Cybersecurity, Inc. (d/b/a Appgate) as well as the board of the holding company of Presidio Inc. Mr. Svider previously served as a director of 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 his outside board experience as a director of public and private entities, and his in-depth knowledge of private equity, finance, corporate governance, and executive compensation. Mr. Svider’s business acumen and leadership experience make him particularly well suited for the roles of Chairperson of our Board and Chairperson of our Compensation and Nominating and Corporate Governance Committees.

J.K. Symancyk. Mr. Symancyk currently serves as President, Chief Executive Officer, and Director at PetSmart LLC. Before joining PetSmart LLC in 2018, from 2015 to 2018, Mr. Symancyk served as Chief Executive Officer of Academy, Ltd. d/b/a Academy Sports + Outdoors and from 2012 to 2015 he served as President of Meijer, Inc. Prior to Meijer, Inc., Mr. Symancyk served in management positions at Walmart Inc., including Sam’s West, Inc. and Walmart de México. He currently serves on the board of directors of GameStop Corp. (NYSE “GME”) and L Brands, Inc. (NYSE “LB”). Mr. Symancyk holds a Bachelor of Arts degree from the University of Arkansas at Fayetteville. Mr. Symancyk’s individual qualifications and background as a director include his leadership, operational, and overall sector experience as Chief Executive Officer of PetSmart LLC.

Directors Continuing in Office Until the 2022 Annual Meeting

James Kim. Mr. Kim currently serves as Principal at BC Partners. 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 currently also serves on the board of the holding

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company of Presidio Inc. 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 his knowledge of finance, practical mergers and acquisition experience, and his in-depth knowledge of the pet retail, technology and healthcare sectors.

David Leland. Mr. Leland currently serves as Managing Director 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, 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 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 his extensive finance, and compliance expertise, and his 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 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 her knowledge of business operations and technology, and her in-depth knowledge of the retail, e-commerce, business services, aerospace, and defense sectors.

Sumit Singh. Mr. Singh is the Chief Executive Officer of Chewy and serves on Chewy’s Board. He was named Chief Executive Officer in March 2018, following a seven-month stint in his role as Chief Operating Officer, and has served as a director since April 2019. In 2019, he led the company through its initial public offering. Mr. Singh was subsequently named to the 2020 ‘Bloomberg 50’, Bloomberg Businessweek’s annual list of innovators, entrepreneurs, and leaders who have changed the global business landscape over the past year, and to Comparably’s “Best CEOs 2020.” Prior to joining Chewy, Mr. Singh held senior leadership positions at Amazon, where from 2015 to 2017, he served as Worldwide Director of Amazon Inc.’s Consumables businesses (fresh and pantry) and, from 2013 to 2015, as General Manager for Amazon, Inc.’s North American merchant fulfillment and third-party businesses. Prior to Amazon, Inc., Mr. Singh served in senior management positions at Dell Technologies Inc. He has nearly 20 years of global leadership experience that spans e-commerce, technology, retail and logistics. He 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. 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 his in-depth knowledge of issues, challenges, and opportunities facing us, his in-depth knowledge of the e-commerce and retail sectors, and extensive operational and technology experience.

Retiring Director

Brian McAndrews. Mr. McAndrews served as Chief Executive Officer, President, and Chairman of Pandora Media, LLC from 2013 to 2016. From 2009 to 2013, he served as Managing Director/Venture Partner at Madrona Venture Group, LLC. Mr. McAndrews currently serves as chairman of the board for Grubhub, Inc. (NYSE “GRUB”), as presiding director of The New York Times Company (NYSE “NYT”), and is a member of the boards of Frontdoor, Inc. (Nasdaq “FTDR”), The Wine Group, Inc. and PicMonkey LLC. Mr. McAndrews previously served as a director of Teladoc Health, Inc. (NYSE “TDOC”) from September 2017 until May 2020. Mr. McAndrews’ term as a Class II director will expire at the 2021 Annual Meeting. The Company thanks Mr. McAndrews for his service as a member of our Board.

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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”) we have a Board composed of a majority of independent directors, and Compensation and Nominating and Corporate Governance Committees 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 Ms. Dickson, Mr. McAndrews, Ms. McCollam, 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 Ms. Dickson, Mr. McAndrews, Ms. McCollam, 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 strategic direction for our Company and the day-to-day leadership and performance of our Company, while the Chairperson provides guidance to the Chief Executive Officer, sets the agenda for Board meetings, and presides over meetings of the full Board. We believe that separation of the positions of the Chairperson and Chief Executive Officer reinforces the independence of our Board in its oversight of the business and affairs of our Company. 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 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, which are available on our website at https://investor.chewy.com. The composition and overview of the responsibilities of each committee is described below. Members serve on these committees until their resignation or until as otherwise determined by our Board.

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Audit Committee

Our Audit Committee currently consists of Ms. McCollam (Chairperson), Mr. McAndrews, and Mr. Star. Mr. Star was appointed to the Audit Committee effective May 29, 2020. Mr. Chang served as an Audit Committee member from the time of our IPO through June 12, 2020. It is anticipated that immediately following the Annual Meeting, assuming the election of all director nominees, our Audit Committee will consist of Ms. McCollam (Chairperson), Ms. Dickson, and Mr. Star. Our Audit Committee oversees our corporate accounting and financial reporting process as well as our risk assessment and risk management policies. 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 and 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)	providing meaningful consideration to our 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;

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

(vii)

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

(viii)

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

Our Board has determined that all current members of our Audit Committee and Ms. Dickson 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 Ms. McCollam is an “audit committee financial expert,” as such term is defined in the regulations promulgated under the Exchange Act, and each of Ms. Dickson, Ms. McCollam and Mr. Star has the requisite financial sophistication, as defined under the applicable NYSE rules and regulations. Ms. McCollam currently serves on the audit committees of four public companies, including Chewy. Given Ms. McCollam’s extensive experience as a Chief Financial Officer, her proficiency in accounting, and her knowledge of, and dedication to, Chewy, our Board has determined that Ms. McCollam’s simultaneous service on the audit committees of more than three public companies does not impair her ability to effectively serve on our Audit Committee.

The formal report of our Audit Committee with respect to the fiscal year ended January 31, 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 is responsible for, among other things:

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

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(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 administering 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

None of the members of our Compensation Committee 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.

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

(ii)	assessing the size, structure, and composition of our Board and committees and making recommendations to our Board for modifications;

(iii)

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

(iv)	monitoring corporate governance trends and developments and making recommendations to our Board for modifications; and

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

Considerations in Evaluating Director Nominations

Our Nominating and Corporate Governance Committee is responsible for screening candidates and recommending nominees for election to our Board of Directors. When formulating recommendations, our Nominating and Corporate Governance Committee considers proposals and suggestions from stockholders, management, and others as 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 candidates, our Nominating and Corporate Governance Committee considers the current size and 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 skill, 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 that the individual may have that will enable them to provide effective oversight of our business;

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(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.

Our Board does not have a formal policy on diversity. Our Board actively considers gender, nationality, ethnicity, and age, among other things, including functional areas of business and financial expertise and educational and professional background. Our Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, to be in our Company’s and stockholders’ best interests.

Our Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders based upon the policies set forth in the 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 shall not be 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 reviews risks with our Board and Audit Committee at regular Board and Audit Committee 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 management and mitigation of the 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 considers 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 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 full Board. Our Board believes Chewy’s current leadership structure supports its risk oversight function.

Attendance at Board, Committee, and Stockholder Meetings

During our fiscal year ended January 31, 2021, our Board had five meetings, our Audit Committee had five meetings, our Compensation Committee had five 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 after a scheduled Board meeting. Our Board has not formally selected a director to preside at either our executive sessions of non-employee directors or our 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 members of our Board at annual meetings of stockholders, we encourage our directors to attend such meetings. Ten of our current directors who served at the time of our 2020 Annual Meeting, attended that meeting.

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Director Compensation

In June 2020, our Compensation Committee adopted a director compensation and educational expense reimbursement policy pursuant to which our independent directors are entitled to receive the following compensation for Board and committee service:

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

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

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

Under this approach, each independent director who serves as the chairperson of a committee receives an annual fee for each role as chairperson of a committee and as member of that same committee. Additionally, we reimburse directors for reasonable travel expenses relating to Board meetings and up to $5,000 for director educational expenses. Our director compensation and educational expense reimbursement policy was designed to attract and retain high quality independent directors.

Director Compensation Table

The following table provides information regarding compensation of our independent directors for their service as a director for the fiscal year ended January 31, 2021. Non-independent directors received no compensation for their service as a director.

Name	Fees paid in Cash	Stock Awards⁽¹⁾⁽²⁾	Other Compensation	Total
Brian McAndrews⁽³⁾	$39,015	$131,110	$ —	$170,125
Sharon L. McCollam⁽⁴⁾	$31,875	$131,110	$—	$ 162,985
Martin H. Nesbitt⁽⁵⁾	$13,724	$ 96,701	$—	$ 110,425
James A. Star⁽⁶⁾	$ 37,005	$ 169,807	$—	$ 206,812

(1)

The amounts reflected in this column represent the grant date fair value of the awards made in fiscal year 2020, as computed in accordance with Topic 718, Compensation—Stock Compensation, of the Accounting Standards Codification of the Financial Accounting Standards Board (“ASC 718”). For a discussion of the assumptions used in the calculation of the grant date fair value, refer to Note 8. Share-Based Compensation in the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the fiscal year ended January 31, 2021.

(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 retainer (prorated as applicable) divided by the 20-day average closing price of Chewy’s Class A common stock for the 20 trading days immediately preceding the grant date, rounded to the nearest whole share.

(3)	Mr. McAndrews was granted 2,719 Director RSUs in fiscal year 2020, settlement of which will be deferred until his termination of service. The Director RSUs vest on the earlier of (i) the date of the Annual Meeting or (ii) July 16, 2021, subject to his continued service with us.

(4)	Ms. McCollam was granted 2,719 Director RSUs in fiscal year 2020, settlement of which will be deferred until her termination of service. The Director RSUs vest on the earlier of (i) the date of the Annual Meeting or (ii) July 16, 2021, subject to her continued service with us.

(5)

Mr. Nesbitt was granted 1,817 Director RSUs in fiscal year 2020, 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 us. Mr. Nesbitt’s grant was prorated to reflect actual months of service from the date of his Board appointment through July 14, 2021.

(6)

Mr. Star was granted 3,523 Director RSUs in fiscal year 2020, settlement of which will be deferred until his termination of service. 804 of the Director RSUs vested on July 14, 2020 and 2,719 of the Director RSUs vest on the earlier of (i) the date of the Annual Meeting or (ii) July 16, 2021, subject to his continued service with us. The grant of 804 Director RSUs was prorated to reflect actual time of service from the date he was deemed independent by the Board through July 14, 2020.

Deferred Compensation

Independent directors may elect to defer receipt of their Director RSUs. In general, directors must make these deferral elections by the end of the calendar year preceding the date of the grant of such RSUs. Directors who make a deferral election will have no right as stockholders of the Company with respect

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to amounts credited to their deferred RSU accounts until such RSUs are settled. Settlement of any RSUs credited to the deferred RSU account in shares of fully vested 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 (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, judgements, civil or criminal fines, settlement amounts, and other expenses customarily 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.

Stockholder Communications with our Board

Our Board has adopted a formal process by which stockholders may communicate with our Board or any of our directors. Stockholders who wish to communicate with our Board may do so 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.

Corporate Governance Guidelines and Code of Conduct and Ethics

Our Board has adopted Corporate Governance Guidelines that address such items 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 adopted 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. The full text of our Corporate Governance Guidelines and our Code of Conduct and Ethics is posted on our website at https://investor.chewy.com. We will post amendments to our Code of Conduct and Ethics or any waivers of our Code of Conduct and Ethics 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 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.

We understand DEI is an ever-continuing journey and intend to continually expand and enhance our DEI efforts. As such, during fiscal year 2020, we increased our internal and external commitment and attention to DEI. Internally, we completed a series of organization-wide listening sessions and a diversity and inclusion survey and invested in hiring talent devoted to championing DEI initiatives. Externally, we enhanced our recruitment outreach by more deeply engaging with six historically black colleges and universities and strengthening our relationships with Black student organizations.

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We believe in leading by example and have taken steps to promote diversity on our Board and in senior leadership roles. For example, in 2020 we appointed Martin H. Nesbitt to our Board, and Kristine Dickson has been nominated to our Board in connection with the Annual Meeting. In addition, 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 everywhere. Chewy Gives Back is our way of supporting animal welfare organizations through volunteering, direct donation, and our newly launched Wish List tool. Through our Wish List program, any qualified non-profit shelter or rescue in the contiguous United States is able to curate a list of items they need, allowing customers to shop directly from Chewy.com and have their purchase delivered to the doorstep of the shelter or rescue. During fiscal year 2020, we donated approximately $35 million in products and supplies to animal shelters and rescues to ensure animals in their care have much needed food, supplies, and other essentials.

Certain Relationships and Related Party Transactions

Related Party Transactions Policy

In June 2019, Chewy 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. For purposes of the Related Party Policy, a related party transaction includes transactions in which Chewy is a participant, the 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 consist of directors (including nominees for election as director), named executive officers, stockholders that are known to beneficially own more than 5% of Chewy’s voting securities, any immediate family members of the foregoing, or 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 terms of the Related Party Policy, once a related party transaction has been identified, our Audit Committee will review all of 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 shall take 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.

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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

We describe below 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 have not been, nor are there currently proposed, any transactions between Chewy and related parties.

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 (“MTA”) with PetSmart LLC (“PetSmart”). The MTA was amended in February 2021 in connection with PetSmart’s recent distribution of all of its Chewy stock to reflect our ongoing contractual relationship with PetSmart. The MTA contains provisions relating to administrative and support services provided by PetSmart on a continuing basis and fees payable by Chewy to PetSmart in exchange for guaranteeing Chewy’s obligations entered into in the ordinary course of business under certain of its leases. From the beginning of fiscal year 2020 through the Record Date, Chewy paid PetSmart $443,420 in consideration of services provided by PetSmart to Chewy pursuant to the MTA.

•

Certain of our pharmacy operations are currently 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 $43,211,532 from Chewy KY from the beginning of fiscal year 2020 through the Record Date.

•

Chewy and PetSmart Home Office, Inc. (“PetSmart Home”), a wholly owned subsidiary of PetSmart, entered into a master purchase agreement (“MPA”) that governed sales of our respective private brand products to each other. From the beginning of fiscal year 2020 through the Record Date, we made payments of $2,548,552, to PetSmart Home, and PetSmart Home made payments of $1,054,231, to us, in connection with the sale and purchase of private brand products to each other pursuant to the terms of the MPA. The MPA was terminated by the parties on May 3, 2021.

•

In connection with our IPO, we entered into a master procurement agreement with The China Joint Business Arrangement between PetSmart International Holdings I LLC and PetSmart International Holdings II LLC (“Service Provider”), affiliates of PetSmart. In consideration of the product sourcing services provided by the Service Provider, we paid the Service Provider $122,833 from the beginning of fiscal year 2020 through the Record Date. The parties have entered into a termination agreement pursuant to which the master procurement agreement will be terminated effective as of June 1, 2021.

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•

In connection with our IPO, we entered into a tax matters agreement (“TMA”) with PetSmart and Argos Intermediate Holdco I Inc. that governs the parties’ respective rights, responsibilities, and obligations with respect to 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 2020 through the Record Date, we received $38,180,611 from PetSmart pursuant to the TMA. As of the Record Date, we had approximately $24,700,000 of outstanding receivables from PetSmart and Argos Intermediate Holdco I Inc. pursuant to the TMA.

•

From time to time, we purchase compliance management software and services from Navex Global, Inc. and its subsidiaries (“Navex”). Navex is a portfolio company of BC Partners. From the beginning of fiscal year 2020 through the Record Date, we paid Navex $71,164, in consideration of the services provided by Navex to Chewy.

•

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 2020 through the Record Date, we paid GardaWorld $5,343,605, in consideration of the services provided by GardaWorld to Chewy.

•

From time to time, we purchase cybersecurity solutions and other services from Cyxtera Cybersecurity, Inc. (d/b/a Appgate) (“Appgate”). Appgate is a portfolio company of BC Partners. From the beginning of fiscal year 2020 through the Record Date, we paid Appgate $200,250, in consideration of the services provided by Appgate to Chewy.

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

•	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.

Employment

Aseemita Malhotra, our Vice President of Healthcare, is the spouse of our Chief Executive Officer. During fiscal year 2020, Ms. Malhotra led our Healthcare vertical and received total cash compensation of $547,371, 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. Ms. Malhotra was not granted any equity awards during fiscal year 2020. In April 2021, Ms. Malhotra was granted 12,093 RSUs and 1,385 performance-based restricted stock units (“PRSUs”). Of the RSUs granted to Ms. Malhotra in April 2021, 7,023 RSUs vest on March 1, 2022, 916 RSUs vest on March 1, 2023, 2,077 RSUs vest on September 1, 2023, 1,038 RSUs vest on March 1, 2024, 519 RSUs vest on September 1, 2024, and 520 RSUs vest on March 1, 2025, subject to her continued employment through the applicable vesting date. The PRSUs vest on March 1, 2024, 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 2021. The grant date fair value of the awards computed in accordance with ASC 718 was $1,089,696.

(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 2020 was determined and paid in fiscal year 2021.

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PROPOSAL 1: Election of Directors

There are four directors in class II whose term of office expires at our 2021 Annual Meeting. Our Nominating and Corporate Governance Committee has recommended, and our Board has approved, Fahim Ahmed, Michael Chang, Kristine Dickson, and James A. Star as nominees for election as directors at the Annual Meeting. If elected at the Annual Meeting, each of these nominees would serve until the 2024 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. Ahmed, Mr. Chang, and Mr. Star are currently directors of Chewy, and each of them was appointed by our Board. Ms. Dickson is a new director nominee. For information concerning 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 18, 2021 by each director, director nominee, and named executive officer, all current named executive officers and directors of Chewy as a group, and all those known by Chewy to be beneficial owners of more than 5% of our Class A common stock or Class B common stock.

This table is based upon information supplied by our named executive officers, directors, director nominees, and principal stockholders, and Schedules 13D, 13F, and 13G filed with the SEC. 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 104,207,247 shares of Class A common stock and 311,188,356 shares of Class B common stock outstanding on May 18, 2021. We have deemed shares of our common stock issuable pursuant to restricted stock units (“RSUs”), which are subject to vesting and settlement conditions expected to occur within 60 days of May 18, 2021, 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 in the tables 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⁽²⁾	1,400,695	1.3	—	—	*
Sumit Singh⁽³⁾	420,264	*	—	—	*
Mario Marte⁽⁴⁾	180,529	*	—	—	*
Satish Mehta⁽⁵⁾	241,055	*	—	—	*
Susan Helfrick⁽⁶⁾	89,620	*	—	—	*
Raymond Svider⁽⁷⁾	60,000	*	—	—	*
Fahim Ahmed⁽⁸⁾	10,000	*	—	—	*
Michael Chang⁽⁹⁾	10,000	*	—	—	*
James Kim⁽¹⁰⁾	1,500	*	—	—	*
David Leland	—	—	—	—	—
Brian McAndrews⁽¹¹⁾	6,651	*	—	—	*
Sharon L. McCollam⁽¹²⁾	11,040	*	—	—	*
Martin H. Nesbitt⁽¹³⁾	1,817	*	—	—	*
Lisa Sibenac⁽¹⁴⁾	1,000	*	—	—	*
James A. Star⁽¹⁵⁾	42,544	*	—	—	*
J.K. Symancyk⁽¹⁶⁾	324,675	*	—	—	*
Director Nominee
Kristine Dickson	—	—	—	—	—
Other > 5% Security Holders
BC Partners Holdings Limited/Argos Holdings GP LLC⁽¹⁷⁾

SEC Form DEF 14A filed by Chewy, Inc.