UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On July 10, 2025, Chewy, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were (1) the election of Mathieu Bigand, David Leland, Lisa Sibenac and Sumit Singh to the Company’s board of directors (the “Board”) as class III directors (the “Class III Directors”), each with a term expiring at the 2028 annual meeting of stockholders or until his or her successor is duly elected and qualified or, if sooner, until his or her earlier death, resignation, retirement, disqualification, or removal, (2) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2026, and (3) the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers.
Based on the votes by holders of Class A common stock and Class B common stock voting together, the final results for each proposal presented for a vote of stockholders at the Annual Meeting are set forth below:
| 1. | The election of Mathieu Bigand, David Leland, Lisa Sibenac, and Sumit Singh to the Board as Class III Directors: |
| DIRECTOR NOMINEE |
VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES | |||
| Mathieu Bigand |
1,974,882,827 | 63,393,561 | 28,299,879 | |||
| David Leland |
1,973,751,010 | 64,525,378 | 28,299,879 | |||
| Lisa Sibenac |
1,960,749,801 | 77,526,587 | 28,299,879 | |||
| Sumit Singh |
1,971,467,507 | 66,808,881 | 28,299,879 |
| 2. | The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2026: |
| VOTES FOR |
VOTES AGAINST |
ABSTENTIONS |
BROKER NON-VOTES | |||
| 2,065,671,039 | 784,413 | 120,815 | 0 |
| 3. | The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers: |
| VOTES FOR |
VOTES AGAINST |
ABSTENTIONS |
BROKER NON-VOTES | |||
| 1,916,973,994 | 115,189,566 | 6,112,828 | 28,299,879 |
No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHEWY, INC. | ||||||
| Date: July 15, 2025 | By: | /s/ Da-Wai Hu | ||||
| Da-Wai Hu | ||||||
| General Counsel and Secretary | ||||||