Chewy : 2023 Annual Report 2024 Proxy Statement

Proxy Statement

and Notice of Annual

Meeting of

Stockholders 2024

Our

Mission

To be the most trusted and convenient destination for pet parents and partners everywhere.

		NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
			7700 West Sunrise Boulevard
			Plantation, FL 33322
			May 24, 2024
Dear Stockholders:
WHAT:	2024 Annual Meeting of Stockholders of Chewy, Inc. (the ''Annual Meeting'').
WHEN:	Thursday, July 11, 2024, at 10:00 a.m., Eastern Time.
WHERE:	Our Annual Meeting will be held virtually, conducted via live audio webcast, a format designed to
	increase stockholder access, reduce the environmental impact of a physical meeting, and save
	Chewy and our stockholders time and money. This meeting format also provides stockholders the
	opportunity to hear all portions of the official Annual Meeting, submit written questions during the
	Annual Meeting, and vote online during the open poll section of the Annual Meeting. You are invited
	to attend the live webcast of our meeting, vote your shares, and submit questions at
	https://www.virtualshareholdermeeting.com/CHWY2024. To join the meeting, you will need the
	16-digit control number that is printed on your Notice of Internet Availability of Proxy Materials (the
	''Notice''). When accessing our Annual Meeting, please allow ample time for online check-in, which
	will begin at 9:45 a.m., Eastern Time, on Thursday, July 11, 2024. If a bank, brokerage firm, or other
	nominee holds your shares, you should contact that organization for additional information.
WHY:	We are holding the Annual Meeting for the following purposes, as more fully described in our proxy
	statement:
	1.		to elect to our Board of Directors four director nominees for three-year terms (Proposal No. 1);
	2.		to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting
			firm for the fiscal year ending February 2, 2025 (Proposal No. 2);
	3.	to approve, on a non-binding, advisory basis, the compensation of our named executive officers
			(Proposal No. 3);
	4.	to approve the Chewy, Inc. 2024 Omnibus Incentive Plan, including an increase in the number of
			shares reserved for issuance by 80,000,000 shares (Proposal No. 4);
	5.		to approve an amendment to the Certificate of Incorporation to provide for the exculpation of certain
			officers as permitted by recent amendments to Delaware law (Proposal No. 5); and
	6.	to transact such other business as may properly be presented at the Annual Meeting or any
			adjournments or postponements thereof.
RECORD DATE:	Stockholders of record as of the close of business on May 13, 2024 (the ''Record Date'') are entitled to the
	Notice and to vote at the Annual Meeting or at any adjournment or postponement that takes place.
PROXY VOTING:	On or about May 24, 2024, we will mail to stockholders of record as of the Record Date (other than
	those who previously requested electronic or paper delivery on an ongoing basis) a Notice with

instructions for accessing our proxy materials and voting instructions over the Internet, by telephone, or by mail. We expect that our proxy statement and other proxy materials will be available to stockholders on this same date.

Your vote is very important. Whether or not you plan to attend our Annual Meeting, we encourage you to read our proxy materials and submit your proxy or voting instructions as soon as possible.

Thank you for your ongoing support, and we hope you can join us at our Annual Meeting.

Sincerely,

Da-Wai Hu

General Counsel & Secretary

TABLE OF CONTENTS
General Information About our Annual Meeting	1
Board of Directors and Corporate Governance	8
Board of Directors	8
Director Independence	13
Board Leadership Structure	13
Board Evaluation Process	14
Board Committees	14
Role of our Board in Risk Oversight	17
Attendance at Board, Committee, and Stockholder Meetings	17
Director Compensation	18
Communications with our Board	19
Corporate Governance Guidelines and Code of Conduct and Ethics	19
Sustainability and Responsibility	20
Certain Relationships and Related Party Transactions	21
PROPOSAL 1: Election of Directors	24
Security Ownership Information	25
Security Ownership of Certain Beneficial Owners and Management	25
Delinquent Section 16(a) Reports	27
Independent Registered Public Accounting Firm	28
Principal Accountant Fees and Services	28
Pre-Approval Policies and Procedures	28
Audit Committee Report	28
PROPOSAL 2: Ratification of Appointment of Independent Registered Public Accounting Firm . . .	30
Named Executive Officer Compensation	31
Compensation Discussion and Analysis	31
Compensation Related Risks	39
Compensation Committee Report	39
Compensation Tables	40
Employment Agreements and Potential Payments Upon Termination or Change in Control	45
CEO Pay Ratio	48
PROPOSAL 3: Advisory Vote on Named Executive Officer Compensation	49
Pay Versus Performance	50
Chewy, Inc. 2024 Omnibus Incentive Plan	55
PROPOSAL 4: Chewy, Inc. 2024 Omnibus Incentive Plan	55
Amendment to the Certificate of Incorporation	62
PROPOSAL 5: Amendment to the Certificate of Incorporation	62
Other Matters	64
Materials Not Incorporated by Reference	64
Annual Report on Form 10-K	64
Appendix A	A-1
Reconciliation of Non-GAAP Financial Measures	A-1
Adjusted EBITDA and Adjusted EBITDA Margin	A-1
Adjusted Net Income (Loss) and Adjusted Basic and Diluted Earnings (Loss) per Share	A-2
Free Cash Flow	A-3
Appendix B	B-1
Chewy, Inc. 2024 Omnibus Incentive Plan	B-1
Appendix C	C-1
Fifth Amended and Restated Certificate of Incorporation	C-1

GENERAL INFORMATION ABOUT OUR ANNUAL MEETING

1. Why am I receiving these materials?

The Board of Directors (the ''Board'') of Chewy, Inc., a Delaware corporation (the ''Company'' or ''Chewy''), is providing these proxy materials to you in connection with our 2024 Annual Meeting of Stockholders (the ''Annual Meeting''), which will take place via live audio webcast on Thursday, July 11, 2024, at 10:00 a.m., Eastern Time. As a stockholder, you are invited to attend the Annual Meeting and requested to vote on the items of business described in this proxy statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may follow the instructions below to submit your proxy over the Internet, by telephone, or by mail.

2. How do I attend and participate in the Annual Meeting?

Our Annual Meeting will be conducted via live audio webcast, a format designed to improve stockholder access, reduce the environmental impact of a physical meeting, and save Chewy and our stockholders time and money. This meeting format also provides stockholders the opportunity to hear all portions of the official Annual Meeting and vote online during the open poll section of the Annual Meeting. You may attend the Annual Meeting by visiting https://www.virtualshareholdermeeting.com/CHWY2024. You will need the 16-digit control number that is printed on your Notice Regarding the Availability of Proxy Materials (the''Notice''). Please allow ample time for online check-in, which will begin at 9:45 a.m., Eastern Time, on Thursday, July 11, 2024. If a bank, brokerage firm, or other nominee holds your shares, you should contact that organization for additional information.

You may submit a question in advance of the Annual Meeting at www.proxyvote.com after logging in with your 16-digit control number. Questions may be submitted during the Annual Meeting through https://www.virtualshareholdermeeting.com/CHWY2024.

3. Who may vote at the Annual Meeting?

Stockholders who own shares of our common stock as of the close of business on May 13, 2024 (the ''Record Date''), or their valid proxy holders, are entitled to vote at the Annual Meeting. As of the Record Date, we had 137,046,700 shares of Class A common stock outstanding and 298,863,356 shares of Class B common stock outstanding. Holders of Class A common stock are entitled to one vote per share on any matter that is submitted to a vote of stockholders. Holders of Class B common stock are entitled to ten votes per share on any matter that is submitted to a vote of stockholders. Holders of Class A and holders of Class B common stock vote together as a single class on any matter (including the election of directors) that is submitted to a vote of our stockholders, unless otherwise required by law or our amended and restated certificate of incorporation. Stockholders are not permitted to cumulate votes with respect to the election of directors.

We will make available a list of stockholders of record as of the Record Date for inspection by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days ending on the day before the Annual Meeting, during ordinary business hours at our principal executive office. If you wish to inspect the list, please submit your request and proof of ownership by email to [e-mail].

4. How can I access the proxy materials over the Internet?

An electronic copy of the proxy materials is available at www.proxyvote.com. You can also access the materials at https://investor.chewy.com.

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5. How can I request a paper or email copy of the proxy materials?

If you want to receive a paper or email copy of the proxy materials, you must request one. There is no charge for requesting a copy. However, please submit your request on or before June 26, 2024 to facilitate timely delivery. You may request a copy by choosing one of the following methods:

• By Internet: www.proxyvote.com
• By telephone: [phone]
• By email: [e-mail] (follow instructions on the Notice)

6. What matters are being voted on at the Annual Meeting?

Stockholders will vote on five proposals at the Annual Meeting:

• Proposal 1: To elect to the Company's Board of Directors four director nominees for three-year terms;
• Proposal 2: To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending February 2, 2025;
• Proposal 3: To approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers;
• Proposal 4: To approve the Chewy, Inc. 2024 Omnibus Incentive Plan (the ''2024 Plan''), including an increase in the number of shares reserved for issuance by 80,000,000 shares; and
• Proposal 5: To approve an amendment to the Certificate of Incorporation to provide for the exculpation of certain officers as permitted by recent amendments to Delaware law.

Additionally, stockholders are entitled to vote on such other business as may properly be presented at the Annual Meeting or any adjournment or postponement thereof.

We are not aware of any matters to be voted on by stockholders at the Annual Meeting other than those included in the proxy materials. If any matter is properly presented at the meeting, your executed proxy gives your proxy holder discretionary authority to vote your shares in accordance with their best judgment with respect to the matter.

7. How does our Board recommend that stockholders vote on the proposals?

Our Board recommends that you vote your shares:

• ''FOR'' the election of all of the Board's director nominees for three-year terms, as described in Proposal 1;
• ''FOR'' the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending February 2, 2025, as described in Proposal 2;
• ''FOR'' approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers, as described in Proposal 3;
• ''FOR'' approval of the 2024 Plan, including an increase in the number of shares reserved for issuance by 80,000,000 shares, as described in Proposal 4; and
• ''FOR'' approval of the amendment to the Certificate of Incorporation to provide for the exculpation of certain officers as permitted by recent amendments to Delaware law, as described in Proposal 5.

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8. What vote is required to approve each of the proposals?

Proposal 1: Each director is elected by a plurality of the votes of the shares present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. ''Plurality'' means that the four nominees who receive the largest number of votes cast ''For'' such nominees are elected as directors. You may vote''For'' or''Withhold'' authority to vote for each of the nominees. Any shares voted ''Withhold'' and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the outcome of the election.

Proposal 2: The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending February 2, 2025 requires the affirmative vote of a majority of the voting power of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. This means that, of the shares represented at the Annual Meeting and entitled to vote, a majority of them must vote ''For'' the proposal for it to be approved. You may vote ''For,'' ''Against,'' or''Abstain'' with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal and will have the same effect as a vote ''Against'' this proposal. If you are a beneficial owner and your shares are held by a broker, your broker has discretionary voting authority under New York Stock Exchange (''NYSE'') rules to vote your shares on this proposal even if the broker does not receive voting instructions from you. Therefore, no broker non-votes are expected in connection with this proposal.

Proposal 3:The approval, on an advisory basis, of the compensation of ournamed executive officers requires the affirmative vote of a majority of the voting power of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. This means that, of the shares represented at the Annual Meeting and entitled to vote, a majority of them must vote ''For'' the proposal for it to be approved. You may vote ''For,'' ''Against,'' or ''Abstain'' with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal and will have the same effect as a vote ''Against'' this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Proposal 4: The approval of the 2024 Plan requires the affirmative vote of a majority of the voting power of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. This means that, of the shares represented at the Annual Meeting and entitled to vote, a majority of them must vote ''For'' the proposal for it to be approved. You may vote ''For,'' ''Against,'' or ''Abstain'' with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal and will have the same effect as a vote ''Against'' this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Proposal 5: The approval requires the affirmative vote of the holders of a majority of the voting power of our issued and outstanding common stock entitled to vote thereon. This means that, of the shares represented at the Annual Meeting and entitled to vote, a majority of them must vote ''For'' the proposal for it to be approved. You may vote ''For,'' ''Against,'' or ''Abstain'' with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal and will have the same effect as a vote ''Against'' this proposal. Broker non-votes will have the same effect as a vote ''Against'' this proposal. Accordingly, your failure to vote or the failure to instruct your broker, bank, trustee or other nominee to vote will have the effect of a vote ''Against'' this proposal.

9. As a controlled company, how does the voting power of our principal stockholders affect approval of the proposals being voted on at the Annual Meeting?

Affiliates of funds advised by BC Partners Advisers LP (together with its affiliates, ''BC Partners'') currently beneficially own a majority of our outstanding common stock and have the power to approve any action requiring a majority vote of the combined voting power of our outstanding Class A common stock and Class B common stock. As of the Record Date, BC Partners beneficially owned, in aggregate, approximately 68.6% of the outstanding shares of our common stock, representing approximately 95.6% of the total voting power of all outstanding series of common stock.

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10. How do I vote?

If you are a ''stockholder of record'' on the Record Date, then you may attend the Annual Meeting and submit your vote or vote by proxy over the telephone, through the Internet, or by using a proxy card that you may request. To vote your shares at the Annual Meeting, please see Question 12. To vote your shares without attending the meeting, please see Question 13 or the instructions on your Notice.

If you are a ''beneficial owner'' on the Record Date, you have the right to instruct your bank, brokerage firm, or other nominee on how to vote the shares in your account. In order for your shares to be voted in the way you would like, you must provide voting instructions to your bank, brokerage firm, or other nominee by the deadline provided in the proxy materials you receive from such organization.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, you are encouraged to submit a proxy or voting instructions before the Annual Meeting to ensure your vote is represented.

11. What is the difference between a ''stockholder of record'' and a ''beneficial owner''?

Whether you are a ''stockholder of record'' or a ''beneficial owner'' with respect to your shares of our common stock depends on how you hold your shares:

• Stockholder of record: If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are considered, with respect to those shares, the stockholder of record and the Notice was sent to you directly. As the stockholder of record, you have the right to grant your proxy directly to Chewy or to vote during the Annual Meeting.
• Beneficial owner: If your shares are held by your bank, brokerage firm, or other nominee, you are considered the beneficial owner of shares held in street name, and the Notice was forwarded to you by that organization. As the beneficial owner, you have the right to direct your bank, brokerage firm, or other nominee regarding how to vote your shares. Since a beneficial owner is not the stockholder of record, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your bank, brokerage firm, or other nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.

12. How do I vote my shares during the Annual Meeting?

If you hold shares of our common stock as the stockholder of record, you have the right to vote those shares at the Annual Meeting. Ifyou are a beneficial ownerand hold shares of ourcommon stock in street name, you may vote the shares you beneficially own under a legal proxy from your bank, brokerage firm, or other nominee. Please contact such organization for instructions on obtaining a proxy. Please follow the instructions at https://www.virtualshareholdermeeting.com/CHWY2024 in order to vote your shares during the Annual Meeting, whether you are a stockholder of record or a beneficial owner. You will need the 16-digit control numberthat is printed on yourNotice to attend the Annual Meeting. Please allow ample time for online check-in, which will begin at 9:45 a.m., Eastern Time, on Thursday, July 11, 2024.

13. How do I vote my shares without attending the Annual Meeting?

• Vote by Internet by going to www.proxyvote.com at any time until 11:59 p.m., Eastern Time, on July 10, 2024. Please have your Notice or proxy card in hand when you access the website and then follow the instructions.
• Vote by telephone at 1-800-690-6903 at any time until 11:59 p.m., Eastern Time, on July 10, 2024. Please have your Notice or proxy card in hand when you call and then follow the instructions.
• Vote by mail if you requested and received a proxy card. Please mark, sign, and date your proxy card and return it in the postage-paid envelope we provided with it or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Proxy cards returned by mail must be received no later than the close of business on July 10, 2024.

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14. What is the effect of giving a proxy?

Our Board is soliciting proxies for use at the Annual Meeting and any adjournment or postponement thereof. David Reeder and Da-Wai Hu have been designated as proxy holders by our Board. When proxies are properly dated, executed, and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If the proxy is dated and signed, but no specific instructions are given, the shares will be voted in accordance with the recommendations of our Board, as described in Question 7. If any matter not described in this proxy is properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned or postponed, proxy holders can vote the shares on the new Annual Meeting date as well, unless their proxy instructions have been properly revoked.

15. If I fail to provide specific voting instructions on my proxy,how will my shares be voted?

The effect of submitting a proxy or voting instruction form without providing specific voting instructions depends on how you hold your shares.

• If you are a stockholder of record, your shares will be voted in accordance with the recommendations of our Board described in Question 7.
• If you are a beneficial owner and you do not provide instructions to your bank, brokerage firm, or other nominee holding your shares, the organization that holds such shares on your behalf will be entitled to vote those shares on matters that are''routine'' in nature. Proposal 2 (ratification of independent registered public accounting firm) is the only proposal to be acted on at the Annual Meeting that would be considered ''routine.'' A bank, brokerage firm, or other nominee is not entitled to vote shares it holds for a beneficial owner on any proposals that are''non-routine'' and the absence of a vote on those matters will be considered ''broker non-votes.'' Proposal 1 (election of directors), Proposal 3 (advisory vote on named executive officer compensation), Proposal 4 (approval of the 2024 Plan), and Proposal 5 (amendment to the Certificate of Incorporation to provide for the exculpation of certain officers as permitted by recent amendments to Delaware law) are each considered ''non-routine'' and may not be voted on at the Annual Meeting by a bank, brokerage firm, or other nominee that holds your shares in the absence of your instructions.

16. May I revoke my proxy or voting instructions before my shares are voted at the Annual Meeting?

Stockholders generally have the right to revoke their proxy or voting instructions before their shares are voted at the Annual Meeting, subject to the voting deadlines described in Question 13.

• Stockholders of record: If you are a stockholder of record, you may revoke a proxy by: ○ completing and returning a later-dated proxy card;

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completing and delivering a new proxy by Internet or telephone;

delivering a signed revocation letter to our General Counsel & Secretary at our principal executive office, bearing a date later than the proxy and stating the proxy is revoked; or

voting your shares online at the Annual Meeting.

• Beneficial owners: If you are a beneficial owner of shares held in street name, you must follow the instructions for changing or revoking your proxy provided by your broker, bank, or other nominee.

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17. Are a certain number of shares required to be present at the Annual Meeting?

To conduct any business at the Annual Meeting, a quorum must be present virtually or represented by valid proxies.The holders of record of issued and outstanding shares of ourcommon stock representing a majority of the voting power of all issued and outstanding shares of common stock entitled to vote at the Annual Meeting, present virtually or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions, withheld votes, and broker non-votes are counted as shares present virtually and entitled to vote for purposes of determining a quorum. See Questions 8 and 15 for explanations of broker non-votes, abstentions, and votes withheld and their effect.

18. Why did some people receive a Notice instead of a full set of printed proxy materials?

We are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of materials to each stockholder. The Notice provides instructions on how to view proxy materials online. If you received a Notice by mail, you will not receive a paper or e-mail copy of proxy materials unless you request one. To request a printed or e-mail copy of proxy materials (free of charge), you should follow the instructions included in the Notice.

Some stockholders, including stockholders who previously requested to receive paper copies of proxy materials, will receive paper copies of such materials instead of a Notice. In addition, stockholders who previously elected delivery of such materials electronically will receive a Notice by e-mail. Those stockholders should have received an e-mail containing a link to the website where the proxy materials are available and a link to the proxy voting website.

19. What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the instructions in each Notice to ensure all your shares are voted.

20. I share an address with anotherstockholder.What do I do if we received only one paper copy of the proxy materials and want additional copies or we received multiple copies and want only one?

Pursuant to Securities and Exchange Commission (''SEC'') rules regarding''householding,'' we intend to deliver a single copy of the Notice, our annual report, and proxy materials to multiple stockholders who share the same address, unless we received contrary instructions from one or more of such stockholders. This procedure eliminates unnecessary mailings, reduces our printing and mailing costs and other fees, and also helps protect the environment. Stockholders will continue to access and receive separate proxy cards. Upon written or oral request, we will promptly deliver a separate copy of the Notice, our annual report, and proxy materials to any stockholder of record at a shared address to whom we delivered a single copy of any of these materials. To receive a separate copy, such stockholder of record may contact Investor Relations via email at [e-mail], by calling [phone], or by writing to Investor Relations at Chewy, Inc., 7700 West Sunrise Boulevard, Plantation, FL 33322. Beneficial holders may contact their bank, brokerage firm, or other nominee to request information about householding.

Conversely, if stockholders of record living at the same address received multiple copies of our Notice, annual report, and proxy materials, you may request delivery of a single copy by contacting Investor Relations as set forth above. Beneficial holders may contact their bank, brokerage firm, or other nominee to request a single copy of the Notice, annual report, and proxy materials.

21. Who bears the cost of this proxy solicitation?

All expenses associated with this solicitation will be borne by us. We will reimburse banks, brokerage firms, or other nominees for reasonable expenses that they incur in sending our proxy materials to you if such organization holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication without receiving any additional compensation.

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