Chewy (CHWY) Proxy Filing summary

Executive summary

• Annual meeting scheduled for July 10, 2025, will be held virtually to enhance accessibility and reduce environmental impact.

• Stockholders will vote on electing four directors, ratifying the auditor, and approving executive compensation.

• The company emphasizes its mission to be the most trusted and convenient destination for pet parents and partners.

Voting matters and shareholder proposals

• Proposal 1: Elect four director nominees for three-year terms.

• Proposal 2: Ratify Deloitte & Touche LLP as independent auditor for fiscal year ending February 1, 2026.

• Proposal 3: Approve, on an advisory basis, the compensation of named executive officers.

• Board recommends voting “FOR” all proposals.

• Stockholders may submit proposals for the 2026 meeting by January 23, 2026.

Board of directors and corporate governance

• Board consists of 14 directors divided into three staggered classes.

• Board members bring diverse backgrounds in finance, technology, retail, and governance.

• 50% of directors are gender or ethnically diverse.

• Board leadership is separated between Chairperson and CEO roles.

• Annual self-evaluations are conducted for board and committees.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance.

• Controlled company status exempts from certain NYSE independence requirements.