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 310, 2025

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
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		~~TradingSymbol~~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 5.0207. ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

~~Appointment~~On July 10, 2025, Chewy, Inc. (the “Company”) held its annual meeting of ~~Interim~~stockholders ~~Principal~~(the ~~Financial~~“Annual ~~Officer~~Meeting”). The matters voted upon were (1) the election of Mathieu Bigand, David Leland, Lisa Sibenac and Sumit Singh to the Company’s board of directors (the “Board”) as class III directors (the “Class III Directors”), each with a term expiring at the 2028 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 1, 2026, and (3) the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers.

AsBased ~~previously~~on ~~reported, David Reeder notified Chewy, Inc. (~~the ~~“Company”)~~votes ~~that~~by heholders ~~would be resigning from his position as the Company’s Chief Financial Officer and principal financial officer, effective as~~ of ~~a date to be determined, to return to the semiconductor industry as a Chief Executive Officer. Mr.~~Class ~~Reeder~~A ~~notified~~common ~~the~~stock ~~Company~~and ~~that his resignation will be effective as of July~~Class 3,B ~~2025.~~common Onstock ~~July 3,~~voting ~~2025~~together, the ~~Board~~final ofresults ~~Directors~~for ofeach ~~the~~proposal ~~Company~~presented ~~approved~~for ~~the~~a ~~appointment~~vote of ~~William~~stockholders ~~Billings~~at as the ~~Company’s~~Annual ~~principal~~Meeting ~~financial~~are ~~officer~~set onforth anbelow: ~~interim basis, effective as of the same date. Mr. Billings will also continue to serve as the Company’s Chief Accounting Officer and principal accounting officer.~~

Mr1. ~~Billings,~~ ~~age~~The ~~49,~~election ~~serves as the Company’s Chief Accounting Officer and principal accounting officer, a position he has held since August 2024. Previously, Mr. Billings served as the Vice President~~ of ~~Finance~~Mathieu ~~and Chief Accounting Officer of GlobalFoundries~~Bigand, ~~Inc.,~~David ~~a semiconductor manufacturer~~Leland, ~~from~~Lisa ~~November 2021 until July 2024~~Sibenac, ~~where he was responsible for overseeing global finance~~ and ~~accounting~~Sumit ~~operations.~~Singh ~~Prior~~ to ~~that, Mr. Billings was Vice President of Accounting and Chief Accounting Officer at Coursera, Inc., an online course provider, from August 2021 to November 2021. Mr. Billings previously served as~~ the ~~Global~~Board Corporate Controller of Airbnb, Inc., an online marketplace for lodging and tourism activities, from July 2019 to August 2021 and the Vice President of Finance and Global Controller at World Fuel Services Corporation, an energy, commodities and services company, from November 2015 to July 2019. Mr. Billings also served in controllership roles for both General Electric Company from November 2013 to October 2015 and McDermott International Ltd. from June 2010 to November 2013. Mr. Billings has served as aClass ~~director~~III of Knightscope, Inc. since February 2024, and of Sucro Sourcing LLC since May 2024. Mr. Billings is a certified public accountant and holds a Bachelor of Science degree in accounting from Southern University A&M and a Master of Business Administration degree from Rice University. Directors:

Mr. Billings’ appointment as interim principal financial officer was not pursuant to any arrangement or understanding between him 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 his appointment.


DIRECTOR NOMINEE	VOTES FOR	VOTES WITHHELD	BROKER NON-VOTES
Mathieu Bigand	1,974,882,827	63,393,561	28,299,879
David Leland	1,973,751,010	64,525,378	28,299,879
Lisa Sibenac	1,960,749,801	77,526,587	28,299,879
Sumit Singh	1,971,467,507	66,808,881	28,299,879

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 1, 2026:


VOTES FOR	VOTES AGAINST	ABSTENTIONS	BROKER NON-VOTES
2,065,671,039	784,413	120,815	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
1,916,973,994	115,189,566	6,112,828	28,299,879

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

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 9, 2025

/s/ Da-Wai Hu

Date: July 15, 2025

/s/ Da-Wai Hu

General Counsel and Secretary

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