Chewy (CHWY) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on July 9, 2026, to increase accessibility and reduce environmental impact.

• Stockholders will vote on the election of five directors, ratification of the auditor, executive compensation, and the frequency of future say-on-pay votes.

• The company’s mission is to be the most trusted and convenient destination for pet parents and partners.

Voting matters and shareholder proposals

• Proposals include electing five directors for three-year terms, ratifying Deloitte & Touche LLP as auditor, approving executive compensation on an advisory basis, and determining the frequency of future say-on-pay votes.

• The board recommends voting FOR all proposals and for annual say-on-pay votes.

• BC Partners, as a controlling shareholder, holds 88.4% of voting power and can approve any action requiring a majority vote.

Board of directors and corporate governance

• The board consists of 14 directors divided into three classes with staggered terms; five directors self-identify as ethnic minorities and three as female.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent members where required.

• The board separates the roles of Chairperson and CEO to enhance oversight and accountability.

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

• Independent directors receive a mix of cash and equity compensation, with additional fees for committee service.