Chewy (NYSE: CHWY) investors approve directors, auditor and annual Say on Pay

Rhea-AI Filing Summary

Chewy, Inc. reported the results of its July 9, 2026 annual meeting of stockholders. Stockholders elected five Class I directors — Raymond Svider, Marco Castelli, Nat Goldhaber, James Nelson, and Martin H. Nesbitt — each to serve until the 2029 annual meeting, subject to earlier departure events.

Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027, with 1,966,674,130 votes for and 1,277,136 against. They also approved, on a non-binding advisory basis, the compensation of named executive officers (Say on Pay), and supported holding future Say on Pay votes every 1 year, in line with the board’s recommendation.

Filing Explained

The July 9 meeting completed five director elections and set annual Say on Pay votes, making governance structure and vote cadence the material changes.

As a Form 8-K, this filing reports the completed annual-meeting event and its vote results.

Stockholders elected five Class I directors, ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2027, approved Say on Pay on an advisory basis, and selected a one-year frequency for future Say on Pay votes.

The elected directors have terms expiring at the 2029 annual meeting unless earlier ended under the conditions stated in the filing, putting those board seats in place while leaving the compensation vote non-binding.

A proxy statement presents matters for shareholder votes; this 8-K records how those matters were decided. Chewy states that it will include an advisory Say on Pay vote in its proxy statement every year until the next required vote on voting frequency.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Deloitte & Touche LLP: 1,966,674,130 votes Votes against Deloitte & Touche LLP: 1,277,136 votes Say on Pay votes for: 1,798,089,225 votes +4 more

7 metrics

Votes for Deloitte & Touche LLP 1,966,674,130 votes Ratification as independent registered public accounting firm for fiscal year ending January 31, 2027

Votes against Deloitte & Touche LLP 1,277,136 votes Ratification of independent registered public accounting firm

Say on Pay votes for 1,798,089,225 votes Advisory approval of compensation of named executive officers

Say on Pay votes against 136,154,944 votes Advisory approval of compensation of named executive officers

1-year frequency votes 1,931,661,570 votes Advisory vote on frequency of Say on Pay (1 year option)

3-year frequency votes 2,294,481 votes Advisory vote on frequency of Say on Pay (3 years option)

Broker non-votes on Say on Pay 33,593,560 votes Advisory Say on Pay proposal

Key Terms

broker non-votes, Say on Pay, non-binding, advisory basis, independent registered public accounting firm, +1 more

5 terms

broker non-votes regulatory

"VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Say on Pay financial

"the compensation of the Company’s named executive officers (“Say on Pay”)"

Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.

non-binding, advisory basis regulatory

"the approval, on a non-binding, advisory basis, of the compensation"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

independent registered public accounting firm financial

"independent registered public accounting firm for the fiscal year"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Class I directors regulatory

"as class I directors (the “Class I Directors”), each with a term"

Class I directors are the subset of a company’s board whose terms expire at a specific annual meeting under a staggered election system that divides directors into multiple groups with different re-election years. For investors this matters because staggered classes slow how quickly shareholders can replace the board, affecting takeover risk, governance change and the pace of corporate decisions — like rotating only part of a team instead of swapping everyone at once.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 07/13/2026 - 04:05 PM Accepted by SEC EDGAR 07/13/2026 - 04:05 PM Learn about SEC filing dates

FAQ

What did Chewy (CHWY) stockholders decide about the board of directors?

Stockholders elected five Class I directors—Raymond Svider, Marco Castelli, Nat Goldhaber, James Nelson, and Martin H. Nesbitt—to terms expiring at the 2029 annual meeting, subject to earlier departure events.

Which auditor did Chewy (CHWY) stockholders ratify for fiscal 2026?

Stockholders ratified Deloitte & Touche LLP as Chewy’s independent registered public accounting firm for the fiscal year ending January 31, 2027, with 1,966,674,130 votes for and 1,277,136 against.

How did Chewy (CHWY) stockholders vote on Say on Pay in 2026?

Stockholders approved, on a non-binding advisory basis, the compensation of Chewy’s named executive officers (Say on Pay), with 1,798,089,225 votes for, 136,154,944 against, 377,075 abstentions, and 33,593,560 broker non-votes.

What frequency of Say on Pay votes did Chewy (CHWY) stockholders prefer?

Stockholders favored holding Say on Pay votes every 1 year, with 1,931,661,570 votes for one year, 289,471 for two years, 2,294,481 for three years, 375,722 abstentions, and 33,593,560 broker non-votes.

Were any other matters voted on at Chewy’s (CHWY) 2026 annual meeting?

No. The company states that no other matters were considered and voted on by stockholders at the 2026 annual meeting beyond directors, auditor ratification, Say on Pay, and Say on Pay frequency.

false 0001766502 0001766502 2026-07-09 2026-07-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 9, 2026

CHEWY, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		001-38936		90-1020167
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7700 West Sunrise Boulevard Plantation, Florida		33322
(Address of Principal Executive Offices)		(Zip Code)

(786) 320-7111

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share		CHWY		New York Stock Exchange

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).

Emerging growth company ☐

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
						Da-Wai Hu
						General Counsel and Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB