Current Report Filing (8-k)
July 15 2020 - 4:53PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT
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)
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Delaware
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001-38936
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90-1020167
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
1855 Griffin Road, Suite B-428
Dania Beach, Florida 33004
(Address of Principal Executive
Offices) (Zip Code)
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(IRS Employer
Identification No.)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, $0.01 Par Value
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CHWY
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New York Stock Exchange
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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:
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1.
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The election of Raymond Svider, Sharon McCollam and J.K. Symancyk to the Board of Directors as Class I
Directors:
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DIRECTOR NOMINEE
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VOTES FOR
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VOTES WITHHELD
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BROKER
NON-VOTES
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Raymond Svider
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3,200,536,913
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23,013,489
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8,611,394
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Sharon McCollam
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3,208,256,645
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15,293,757
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8,611,394
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J.K. Symancyk
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3,207,934,687
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15,615,715
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8,611,394
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2.
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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:
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VOTES FOR
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VOTES AGAINST
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ABSTENTIONS
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BROKER
NON-VOTES
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3,231,921,647
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135,229
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104,920
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0
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3.
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The approval, on a non-binding advisory basis, of the compensation of
the Company’s named executive officers:
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VOTES FOR
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VOTES AGAINST
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ABSTENTIONS
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BROKER
NON-VOTES
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3,181,401,644
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42,040,151
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108,607
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8,611,394
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4.
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The approval, on a non-binding advisory basis, of the frequency of
future votes on the Company’s named executive officer compensation:
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EVERY 1 YEAR
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EVERY 2 YEARS
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EVERY 3 YEARS
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ABSTENTIONS
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BROKER
NON-VOTES
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3,222,682,244
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119,978
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661,405
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86,775
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8,611,394
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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.
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CHEWY, INC.
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By:
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/s/ Susan Helfrick
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Name:
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Susan Helfrick
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Title:
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General Counsel
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Date: July 15, 2020
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