Chewy Annual Meeting: Directors Elected, Deloitte Ratified and Pay Vote Approved

Key Points

• At Chewy’s 2026 Annual Meeting, shareholders elected all five Class I director nominees to three-year terms ending at the 2029 annual meeting.
• Shareholders also ratified Deloitte & Touche LLP as Chewy’s independent auditor for the fiscal year ending Jan. 31, 2027, and approved the company’s executive compensation proposal.
• In the advisory vote on pay frequency, stockholders favored an annual say-on-pay vote; Chewy said final results will be filed with the SEC in a Form 8-K.

Chewy NYSE: CHWY held its 2026 Annual Meeting of Stockholders, with Chairman of the Board Raymond Svider presiding over the virtual meeting and announcing preliminary voting results on four proposals.

Svider said the meeting was “duly and lawfully convened” after confirming that notice of the meeting and proxy materials had been distributed to stockholders of record as of May 13, 2026, and that a quorum was present. He noted that Broadridge Financial Services delivered an affidavit of distribution and that American Election Services served as inspector of elections.

Members of Chewy’s board and management team participated in the meeting, including Chief Executive Officer Sumit Singh, Chief Financial Officer Chris Deppe and General Counsel and Secretary Da-Wai Hu. David Chalich of Deloitte & Touche, Chewy’s independent registered public accounting firm, was also present and available to answer questions during the question-and-answer portion.

Stockholders Vote on Director Nominees

The first proposal before stockholders was the election of five Class I directors to serve three-year terms until the company’s 2029 annual meeting of stockholders, or until their successors are duly nominated and qualified.

The nominees were:

• Raymond Svider
• Marco Castelli
• Nat Goldhaber
• James Nelson
• Martin H. Nesbitt

Based on preliminary results announced during the meeting, Svider said each of the director nominees was elected.

Deloitte Ratified as Independent Auditor

Stockholders also voted on the ratification of Deloitte & Touche LLP as Chewy’s independent registered public accounting firm for the current fiscal year.

Svider said the audit committee selected Deloitte & Touche to audit the consolidated financial statements of Chewy and its subsidiaries for the fiscal year ending Jan. 31, 2027. According to the preliminary results, the proposal was approved.

Executive Compensation Measures Approved

The third proposal was a non-binding advisory vote to approve the compensation of Chewy’s named executive officers, as described in the company’s proxy statement. The materials included the compensation discussion and analysis section, related compensation tables and narrative discussion.

Svider said the proposal was approved based on preliminary voting results.

The fourth proposal was an advisory vote on how often stockholders should vote on named executive officer compensation in the future. Svider said an annual frequency received the most votes from stockholders.

Final Results to Be Filed With SEC

Svider said final voting results will be included in a Form 8-K to be filed with the Securities and Exchange Commission within four business days of the meeting.

The company did not address any stockholder questions during the formal meeting. Svider said there were “no questions relevant to the business at hand” before adjourning the meeting.

At the start of the meeting, Svider also reminded participants that remarks about future expectations, plans or prospects may constitute forward-looking statements under federal securities law. He said those statements are subject to risks and uncertainties described in Chewy’s annual report on Form 10-K for fiscal 2025 and other SEC filings.

About Chewy NYSE: CHWY

Chewy, Inc NYSE: CHWY is a leading e-commerce retailer specializing in pet food, supplies and services. The company offers a comprehensive assortment of products for dogs, cats, fish, birds and other small animals, including prescription medications, veterinary health products, grooming essentials and toys. Through its online platform and mobile app, Chewy provides an intuitive shopping experience with features such as Autoship, ensuring regular deliveries of pet essentials at schedule intervals.

Founded in 2011 by Ryan Cohen and Michael Day, Chewy initially operated under the name Mr.

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