Chewy Files 8-K: Shareholder Votes, Bylaw Changes, and Financials

TL;DR

Chewy filed an 8-K covering shareholder votes, bylaw changes, and financial updates.

AI Summary

On July 11, 2024, Chewy, Inc. filed an 8-K report detailing several key events. The company submitted matters to a vote of security holders, indicating shareholder engagement on corporate decisions. The filing also included amendments to its articles of incorporation or bylaws, suggesting potential changes to the company's governance structure. Additionally, Chewy reported on material modifications to the rights of its security holders and filed financial statements and exhibits.

Why It Matters

This filing signals potential shifts in Chewy's corporate governance and shareholder rights, which could impact investor confidence and future strategic decisions.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate actions and does not indicate immediate financial distress or significant negative events.

Key Players & Entities

• Chewy, Inc. (company) — Registrant
• July 11, 2024 (date) — Date of Report
• 001-38936 (company) — SEC File Number
• 7700 West Sunrise Boulevard (address) — Principal Executive Offices
• Plantation, Florida (address) — Principal Executive Offices Location

FAQ

Key Financial Figures

• $0.01 — stered Class A Common Stock, par value $0.01 per share CHWY New York Stock Exchange

Filing Documents

• chwy-20240711.htm (8-K) — 57KB
• fifthamendedandrestatedcoi2.htm (EX-3.1) — 84KB
• 0001766502-24-000027.txt ( ) — 284KB
• chwy-20240711.xsd (EX-101.SCH) — 2KB
• chwy-20240711_lab.xml (EX-101.LAB) — 22KB
• chwy-20240711_pre.xml (EX-101.PRE) — 13KB
• chwy-20240711_htm.xml (XML) — 3KB

03

Item 3.03. Material Modification to Rights of Security Holders. On July 11, 2024, 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 provide for the exculpation of certain officers to the extent permitted under the General Corporation Law of the State of Delaware (the "Charter Amendment"). A Fifth Amended and Restated Certificate of Incorporation (the "Fifth Amended and Restated Certificate of Incorporation"), which includes the Charter Amendment, has been filed with the Secretary of State of the State of Delaware and became effective at 11:59 p.m. Eastern Time on July 11, 2024. 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 Fifth Amended and Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

03

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.

07

Item 5.07. Submission of Matters to a Vote of Security Holders. On July 11, 2024, the Company held its Annual Meeting. The matters voted upon were (1) the election of Fahim Ahmed, Michael Chang, Kristine Dickson, and James A. Star to the Company's board of directors (the "Board") as class II directors (the "Class II Directors"), each with a term expiring at the 2027 annual meeting of stockholders or until his or her successor is duly elected and qualified or, if sooner, until his or her 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 February 2, 2025, (3) the approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers, (4) the approval of the Chewy, Inc. 2024 Omnibus Incentive Plan, including an increase in the number of shares reserved for issuance by 80,000,000 shares, and (5) 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 Fahim Ahmed, Michael Chang, Kristine Dickson, and James A. Star to the Board as Class II Directors: DIRECTOR NOMINEE VOTES FOR VOTES WITHHELD BROKER NON-VOTES Fahim Ahmed 2,773,689,445 50,340,500 32,545,165 Michael Chang 2,776,207,594 47,822,351 32,545,165 Kristine Dickson 2,821,383,406 2,646,539 32,545,165 James A. Star 2,821,320,107 2,709,838 32,545,165 2. 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: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 2,855,499,866 748,299 326,945 0 3. The approval, on a non-binding, advisory basis, of the compensation of

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Fifth Amended and Restated Certificate of Incorporation. 10.1 Chewy, Inc. 2024 Omnibus Incentive Plan (Incorporated by reference to Appendix B of the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on May 24, 2024). 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

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 12, 2024 By: /s/ Da-Wai Hu Da-Wai Hu General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR