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 14, 2021, Chewy, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were (1) the election of Fahim Ahmed, Michael Chang, Kristine Dickson and James A. Star to the Board of Directors as Class II Directors, each with a term expiring at the 2024 annual meeting of stockholders and 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 30, 2022, 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 to stockholders at the Annual Meeting are set forth below:
| 1. | The election of Fahim Ahmed, Michael Chang, Kristine Dickson, and James A. Star to the Board of Directors as Class II Directors: |
| DIRECTOR NOMINEE |
VOTES FOR |
VOTES WITHHELD |
BROKER NON-VOTES | |||
| Fahim Ahmed |
3,163,535,715 | 24,300,151 | 14,911,013 | |||
| Michael Chang |
3,162,001,874 | 25,833,992 | 14,911,013 | |||
| Kristine Dickson |
3,185,806,659 | 2,029,207 | 14,911,013 | |||
| James A. Star |
3,168,411,594 | 19,424,272 | 14,911,013 |
| 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 30, 2022: |
| VOTES FOR |
VOTES AGAINST |
ABSTENTIONS |
BROKER NON- VOTES | |||
| 3,202,482,545 |
211,441 | 52,893 | 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 | |||
| 3,185,789,529 |
1,947,348 | 98,989 | 14,911,013 |
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. | ||
| By: | /s/ Susan Helfrick | |
| Susan Helfrick | ||
| General Counsel | ||
Date: July 15, 2021