8-K
Chewy, Inc. (CHWY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENTREPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 14, 2020
CHEWY, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-38936 | 90-1020167 |
|---|---|---|
| (State or Other Jurisdictionof Incorporation) | (CommissionFile Number)<br> <br><br><br><br>1855 Griffin Road, Suite B-428<br><br><br>Dania Beach, Florida 33004<br><br><br>(Address of Principal ExecutiveOffices) (Zip Code) | (IRS EmployerIdentification No.) |
Registrant’s telephone number, including area code: (786)320-7111
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<br>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, $0.01 Par Value | 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 14, 2020, Chewy, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were (1) the election of Raymond Svider, Sharon McCollam and J.K. Symancyk to the Board of Directors as Class I Directors, each with a term expiring at the 2023 annual meeting of stockholders and until his or her successor is duly elected or, if sooner, until his or her earlier death, resignation, retirement, disqualification, or removal and qualified, (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, 2021, (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 approval, on a non-binding advisory basis, of the frequency of future votes on the Company’s 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 to stockholders at the Annual Meeting are set forth below:
| 1. | The election of Raymond Svider, Sharon McCollam and J.K. Symancyk to the Board of Directors as Class I<br>Directors: | |||
|---|---|---|---|---|
| DIRECTOR NOMINEE | VOTES FOR | VOTES WITHHELD | BROKERNON-VOTES | |
| --- | --- | --- | --- | |
| Raymond Svider | 3,200,536,913 | 23,013,489 | 8,611,394 | |
| Sharon McCollam | 3,208,256,645 | 15,293,757 | 8,611,394 | |
| J.K. Symancyk | 3,207,934,687 | 15,615,715 | 8,611,394 | |
| 2. | The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent<br>registered public accounting firm for the fiscal year ending January 31, 2021: | |||
| --- | --- | |||
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKERNON-VOTES | |
| --- | --- | --- | --- | |
| 3,231,921,647 | 135,229 | 104,920 | 0 | |
| 3. | The approval, on a non-binding advisory basis, of the compensation of<br>the Company’s named executive officers: | |||
| --- | --- | |||
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKERNON-VOTES | |
| --- | --- | --- | --- | |
| 3,181,401,644 | 42,040,151 | 108,607 | 8,611,394 | |
| 4. | The approval, on a non-binding advisory basis, of the frequency of<br>future votes on the Company’s named executive officer compensation: | |||
| --- | --- | |||
| EVERY 1 YEAR | EVERY 2 YEARS | EVERY 3 YEARS | ABSTENTIONS | BROKERNON-VOTES |
| --- | --- | --- | --- | --- |
| 3,222,682,244 | 119,978 | 661,405 | 86,775 | 8,611,394 |
No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.
The Company has decided, going forward, to include a stockholder vote on Say on Pay every year, consistent with the Company Board of Director’s recommendation to stockholders.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHEWY, INC. | |
|---|---|
| By: | /s/ Susan Helfrick |
| Name: | Susan Helfrick |
| Title: | General Counsel |
Date: July 15, 2020