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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On July 9, 2026, Chewy, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were (1) the election of Raymond Svider, Marco Castelli, Nat Goldhaber, James Nelson and Martin H. Nesbitt to the Company’s board of directors (the “Board”) as class I directors (the “Class I Directors”), each with a term expiring at the 2029 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 January 31, 2027, (3) the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers (“Say on Pay”) and (4) the advisory vote on the frequency of future votes on named executive officer compensation.
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 Raymond Svider, Marco Castelli, Nat Goldhaber, James Nelson and Martin H. Nesbitt to the Board as Class I Directors: |
| DIRECTOR NOMINEE | VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES | |||||||||
| Raymond Svider |
1,798,685,213 | 135,936,031 | 33,593,560 | |||||||||
| Marco Castelli |
1,876,429,481 | 58,191,763 | 33,593,560 | |||||||||
| Nat Goldhaber |
1,923,510,477 | 11,110,767 | 33,593,560 | |||||||||
| James Nelson |
1,914,955,104 | 19,666,140 | 33,593,560 | |||||||||
| Martin H. Nesbitt |
1,916,619,542 | 18,001,702 | 33,593,560 | |||||||||
| 2. | The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027: |
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||
| 1,966,674,130 | 1,277,136 | 263,538 | 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 | |||
| 1,798,089,225 | 136,154,944 | 377,075 | 33,593,560 |
| 4. | The advisory vote on the frequency of future votes on named executive officer compensation: |
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTENTIONS | BROKER NON-VOTES | ||||
| 1,931,661,570 | 289,471 | 2,294,481 | 375,722 | 33,593,560 |
No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.
Based on the results set forth above, and consistent with the Board’s recommendation to stockholders, the Company will continue to include an advisory vote on Say on Pay in the Company’s proxy statement every year until the next required vote on the frequency of such votes.
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 13, 2026 | By: | /s/ Da-Wai Hu |
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| Da-Wai Hu | ||||||
| General Counsel and Secretary | ||||||