Not independent
Tenure on this board
4.0 yrs
5 nominees · 4 ballot items.
Four proposals: (1) election of five director nominees for three-year terms; (2) ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending January 31, 2027; (3) non-binding, advisory approval of named executive officer compensation (say-on-pay); and (4) non-binding, advisory vote on the frequency of future say-on-pay votes.
Elect five director nominees (Raymond Svider, Marco Castelli, Nat Goldhaber, James Nelson and Martin H. Nesbitt) to the Board for three-year terms.
Ratify the appointment of Deloitte & Touche LLP as Chewy’s independent registered public accounting firm for the fiscal year ending January 31, 2027.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This management proposal asks shareholders to provide a non-binding advisory approval of the total compensation paid to Chewy’s named executive officers as disclosed in the proxy statement. Management is seeking shareholder approval to confirm support for its pay-for-performance philosophy, which emphasizes equity-based long-term incentives (Service RSUs and performance-based PRSUs) and an annual short-term incentive tied to net sales and adjusted EBITDA margin. The vote is advisory and nonbinding, but the Board and Compensation Committee state they will consider the outcome when making future compensation decisions; the Company’s policy is to hold annual say-on-pay votes. Contextually, the Company’s compensation disclosure shows significant equity awards and a mix of metrics designed to balance top-line growth and profitability, and recent PRSU certification demonstrates realized performance-based vesting in 2026 for awards granted in 2025. The Board recommends a vote FOR, arguing that the program aligns executive interests with long-term stockholder value, aids retention in a competitive e-commerce labor market, and ties pay to measurable financial goals. Investors should note the nonbinding nature of the proposal, the Company’s controlled-shareholder structure (BC Partners holds a majority of voting power), and that actual pay realization fluctuates materially with stock price and performance achievement, as reflected in the Company’s pay-versus-performance disclosures. A thoughtful evaluation should weigh the program design (metric selection, weighting, and recoupment clauses), realized payouts versus company performance, severance/change-in-control provisions for the CEO, and the Board’s commitment to consider stockholder feedback when adjusting compensation practices.
Non-binding, advisory vote where shareholders indicate whether future advisory votes on NEO compensation should be held every one, two, or three years; Board recommends annual (1-year) frequency.
This management proposal asks shareholders to indicate, on a non-binding advisory basis, how frequently the Company should hold say-on-pay votes (options: 1 year, 2 years, or 3 years). The Board recommends an annual (1-year) frequency, arguing that yearly votes allow shareholders to provide timely feedback on executive pay, ensure more regular accountability, and permit the Board and Compensation Committee to respond to investor concerns annually. Although advisory, the outcome will be considered by the Board when setting the cadence of future say-on-pay votes; the Board may still choose a different frequency if it believes doing so is in the Company’s best interests. Context: Chewy historically holds annual say-on-pay votes and believes annual input supports alignment between executive compensation and evolving business performance and strategy; the Company’s compensation programs include significant performance-based equity and annual STI metrics. From a governance perspective, an annual vote increases engagement opportunities but can also amplify short-term investor focus; conversely, multi-year votes reduce administrative frequency but limit regular feedback. Given the Company’s controlled shareholder structure (BC Partners holds a majority of voting power), the practical effect of the vote may be influenced by controlling holders, though management presents the recommendation for annual votes as the best practice for accountability and responsiveness to stockholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BC Partners PE LP | 42.4% | 176,478,228 | $5.8B |
| 2 | VANGUARD GROUP INC | 4.4% | 18,187,020 | $601M |
| 3 | VIKING GLOBAL INVESTORS LP | 3.2% | 13,536,645 | $447M |
| 4 | BlackRock, Inc. | 3.1% | 12,814,172 | $424M |
| 5 | AQR CAPITAL MANAGEMENT LLC | 2.6% | 10,974,005 | $362M |
| 6 | Holocene Advisors, LP | 1.7% | 7,223,191 | $239M |
| 7 | STATE STREET CORP | 1.6% | 6,655,547 | $220M |
| 8 | BlackRock, Inc. | 1.4% | 5,929,060 | $196M |
| 9 | Point72 Asset Management, L.P.Activist | 1.3% | 5,385,301 | $178M |
| 10 | CITADEL ADVISORS LLC | 1.3% | 5,296,740 | $175M |
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