Chewy, Inc. 8-K

What Happened Chewy, Inc. (CHWY) filed a Form 8-K reporting results from its annual meeting held July 9, 2026. Stockholders elected five Class I directors—Raymond Svider, Marco Castelli, Nat Goldhaber, James Nelson and Martin H. Nesbitt—each with terms expiring at the 2029 annual meeting. Deloitte & Touche LLP was ratified as the company’s independent registered public accounting firm for the fiscal year ending January 31, 2027. Stockholders approved the advisory Say-on-Pay proposal and voted to hold Say-on-Pay votes every year.

Key Details

• Director elections (votes FOR / WITHHELD; broker non-votes: 33,593,560):
  • Raymond Svider: 1,798,685,213 FOR; 135,936,031 WITHHELD
  • Marco Castelli: 1,876,429,481 FOR; 58,191,763 WITHHELD
  • Nat Goldhaber: 1,923,510,477 FOR; 11,110,767 WITHHELD
  • James Nelson: 1,914,955,104 FOR; 19,666,140 WITHHELD
  • Martin H. Nesbitt: 1,916,619,542 FOR; 18,001,702 WITHHELD
• Auditor ratification: Deloitte & Touche LLP ratified — 1,966,674,130 FOR; 1,277,136 AGAINST; 263,538 ABSTENTIONS.
• Say-on-Pay (advisory): Approved — 1,798,089,225 FOR; 136,154,944 AGAINST; 377,075 ABSTENTIONS; broker non-votes 33,593,560.
• Vote on frequency of future Say-on-Pay: Stockholders chose annual votes (1 year): 1,931,661,570 votes for 1 year.

Why It Matters These results confirm the board’s governance slate and auditor choice for the coming year and show continued shareholder support for executive compensation as presented by management. The decisive vote for annual Say-on-Pay means Chewy will include an advisory vote on executive pay in each annual proxy until the next required frequency vote, which is relevant for governance-minded investors monitoring pay alignment and board accountability.