8-K

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, 2023

 CHEWY, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-38936	90-1020167
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7700 West Sunrise Boulevard Plantation, Florida	33322
(Address of Principal Executive Offices)	(Zip Code)

(786) 320-7111

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share	CHWY	New York Stock Exchange

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 3.03. Material Modification to Rights of Security Holders

On July 14, 2023, Chewy, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, as described below under Item 5.07, the stockholders of the Company, among other things, approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, to require that, to the fullest extent permitted by law, claims under the Securities Act of 1933, as amended (the “Securities Act”), be brought only in the federal district courts of the United States of America (the “Charter Amendment”).

The Charter Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on July 14, 2023 (the “Certificate of Amendment”). The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, Mario Marte, the Company’s Chief Financial Officer (“CFO”), intended to retire from his position on a date to be determined in 2023. On July 17, 2023, Mr. Marte notified the Company of his decision to retire from his position effective as of July 28, 2023. Mr. Marte is also the Company’s principal financial officer and a named executive officer. Mr. Marte’s resignation was not a result of any disagreement with the Company on any matter related to its operations, policies, practices, financial disclosures, or accounting matters.

On July 20, 2023, the Board of Directors of the Company (the “Board”) approved the appointment of Stacy Bowman as the Company’s CFO and principal financial officer on an interim basis, effective as of July 29, 2023. Ms. Bowman will also continue to serve as the Company’s Chief Accounting Officer and principal accounting officer. Ms. Bowman, age 44, is currently the Company’s Chief Accounting Officer, a position she has held since April 2023. From March 2018 to April 2023, Ms. Bowman served as the Company’s Vice President, Principal Accounting Officer and from April 2015 to March 2018, she served as the Company’s Corporate Controller. Ms. Bowman’s appointment as interim CFO was not pursuant to any arrangement or understanding between her and any other person. There are no familial relationships or related party transactions with the Company that would require disclosure under Items 401(d) or 404(a) of Regulation S-K in connection with her appointment.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth above under Item 3.03 is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On July 14, 2023, the Company held its Annual Meeting. The matters voted upon were (1) the election of Marco Castelli, James Nelson, Martin H. Nesbitt, and Raymond Svider to the Board as class I directors (the “Class I Directors”), each with a term expiring at the 2026 annual meeting of stockholders or until his successor is duly elected and qualified or, if sooner, until his earlier death, resignation, retirement, disqualification, or removal, (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 28, 2024, (3) the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers, and (4) the approval of the Charter Amendment.

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 for a vote of stockholders at the Annual Meeting are set forth below:

1.The election of Marco Castelli, James Nelson, Martin H. Nesbitt, and Raymond Svider to the Board as Class I Directors:

DIRECTOR NOMINEE	VOTES FOR	VOTES WITHHELD	BROKER NON-VOTES
Marco Castelli	3,170,025,492	19,328,603	22,692,250
James Nelson	3,166,404,882	22,949,213	22,692,250
Martin H. Nesbitt	3,187,166,545	2,187,550	22,692,250
Raymond Svider	3,147,528,011	41,826,084	22,692,250

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 28, 2024:

VOTES FOR	VOTES AGAINST	ABSTENTIONS	BROKER NON-VOTES
3,211,507,480	437,456	101,409	0

3. The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers:

VOTES FOR	VOTES AGAINST	ABSTENTIONS	BROKER NON-VOTES
3,181,812,253	1,988,402	5,553,440	22,692,250

4. The approval of the Charter Amendment:

VOTES FOR	VOTES AGAINST	ABSTENTIONS	BROKER NON-VOTES
3,170,098,788	19,143,118	112,189	22,692,250

No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.

Item 7.01. Regulation FD Disclosure.

On July 20, 2023, the Company issued a press release announcing the resignation of Mr. Marte as the Company’s CFO and the appointment of Ms. Bowman as the Company’s interim CFO. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, and shall not be deemed to be incorporated by reference into any filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in any such filing.

Item 9.01.	Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.	Description
3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Chewy, Inc.
99.1	Press release, dated July 20, 2023.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CHEWY, INC.
Date:	July 20, 2023	By:	/s/ Michael Morant
			Michael Morant
			General Counsel and Secretary

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT
TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
Chewy, Inc. (a Delaware corporation)

Chewy, Inc., a Delaware corporation (the “Corporation”), hereby certifies as of this 14th day of July, 2023 as follows:

FIRST: This Certificate of Amendment amends the provisions of the Corporation’s Amended and Restated Certificate of Incorporation, as amended, filed with the Secretary of State of the State of Delaware on June 13, 2019.

SECOND: Article XI of the Amended and Restated Certificate of Incorporation of the Corporation, as amended, is hereby amended and replaced to read in its entirety as follows:

“ARTICLE XI.

MISCELLANEOUS

A.If any provision or provisions of this Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Company to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Company to the fullest extent permitted by law.

B.Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee or stockholder of the Company to the Company or the Company’s stockholders, creditors or other constituents, (iii) any action asserting a claim against the Company or any director or officer of the Company arising pursuant to any provision of the DGCL or this Amended and Restated Certificate of Incorporation or the Bylaws (as either may be amended and/or restated from time to time) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim against the Company or any director or officer of the Company governed by the internal affairs doctrine; provided, that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state court sitting in the State of Delaware.

C.Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

D.To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the provisions of Section B and Section C of Article XI.”

THIRD:  This Certificate of Amendment to the Amended and Restated Certificate of Incorporation has been duly adopted by the stockholders of the Corporation in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

FOURTH:  All other provisions of the Amended and Restated Certificate of Incorporation shall remain in full force and effect.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, to be signed as of the date first above written.

CHEWY, INC.
By:	/s/ Michael Morant
Name:	Michael Morant
Title:	General Counsel and Secretary

EX-99.1

Exhibit 99.1

Chewy Chief Financial Officer (CFO) Mario Marte to Retire

Stacy Bowman to Serve as Interim CFO as Company Continues Search for Permanent CFO

PLANTATION, Fla. (July 20, 2023) – Chewy, Inc. (“Chewy” or “Company”) (NYSE: CHWY), a trusted destination for pet parents and partners everywhere, announced today that Mario Marte has decided to retire from the Company, effective as of July 28, 2023. 

“I want to thank Mario for his many years of service to Chewy and for the role he played in steering Chewy's growth and margin expansion over the course of his tenure,” said Sumit Singh, Chief Executive Officer of Chewy.  “We wish him well as he takes some much-deserved time with his family.”

As part of the transition process, Stacy Bowman, Chief Accounting Officer, has been appointed interim CFO while the Company continues its previously announced search for a permanent CFO. Sumit noted “Stacy is a respected leader who has worked alongside Mario over his tenure, and she is well-positioned to assist through a seamless transition.” Prior to Chewy, Stacy served in a number of senior accounting roles at Brightstar, Ernst & Young and PricewaterhouseCoopers.

About Chewy

Our mission is to be the most trusted and convenient destination for pet parents and partners everywhere. We believe that we are the preeminent online source for pet products, supplies and prescriptions as a result of our broad selection of high-quality products and services, which we offer at competitive prices and deliver with an exceptional level of care and a personal touch to build brand loyalty and drive repeat purchasing. We seek to continually develop innovative ways for our customers to engage with us, as our website and mobile app allow our pet parents to manage their pets’ health, wellness, and merchandise needs, while enabling them to conveniently shop for our products. We partner with more than 3,500 of the best and most trusted brands in the pet industry offering more than 110,000 products and services offerings, to bring what we believe is a high-bar, customer-centric experience to our customers.

Forward-Looking Statements

This communication contains forward-looking statements about us that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this communication, including statements regarding our plans and objectives are forward-looking statements. These forward-looking statements are based upon the current assumptions, beliefs and expectations of our management and are subject to risks and uncertainties that could cause actual results to differ materially, including risks and uncertainties relating to the performance of members of management and our ability to attract, develop, motivate and retain highly qualified and skilled employees; and other risks, uncertainties and other factors described in the section titled “Risk Factors” included under Part I, Item 1A of our Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission and elsewhere in this communication. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this communication to reflect events or circumstances after the date of this communication or to reflect new information or the occurrence of unanticipated events, except as required by law.

Investor Contact:

Jennifer Hsu

ir@chewy.com

Media Contact:

Diane Pelkey

dpelkey@chewy.com

XML

Cover	Jul. 14, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 14, 2023
Entity Registrant Name	CHEWY, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38936
Entity Tax Identification Number	90-1020167
Entity Address, Address Line One	7700 West Sunrise Boulevard
Entity Address, City or Town	Plantation
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33322
City Area Code	786
Local Phone Number	320-7111
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.01 per share
Trading Symbol	CHWY
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001766502
Current Fiscal Year End Date	--02-02