Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 19, 2021, the board of directors (the “Board”) of Chewy, Inc. (the “Company”) increased the size of the Board from twelve to thirteen directors and filled the newly created vacancy by appointing Mr. James Nelson (the “New Director”) as a Class I director, with a term expiring at the Company’s annual meeting of stockholders in 2023. The Board has determined that Mr. Nelson is independent for purposes of serving on the Board under the applicable rules of the Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange (“NYSE”).
Mr. Nelson currently serves as Chief Executive Officer of Global Net Lease, Inc. (NYSE “GNL”), a publicly-traded real estate investment trust, a position he has held since July 2017, and has served, since March 2017, as a director of GNL. Mr. Nelson previously served as a member of GNL’s audit committee from March 2017 until July 2017. Mr. Nelson was Chairman and Chief Executive Officer of Eaglescliff Corporation, a specialty investment banking, consulting and wealth management company, from 1986 until 2009. From 1998 to 2003, he was Chairman and Chief Executive Officer of Orbit Aviation, Inc., a company engaged in the acquisition and completion of Boeing Business Jets for private and corporate clients, and from 1995 to 1999, Mr. Nelson was Chief Executive Officer and Co-Chairman of Orbitex Management, Inc., a financial services company in the mutual fund sector. Mr. Nelson currently serves on the board of directors of Xerox Holdings Corporation (NYSE “XRX”) and as an independent director and chairman of the audit committee for Roman DBDR Tech Acquisition Corp. (Nasdaq “DBDR”), a special purpose acquisition company formed for the purpose of effecting a business combination with one or more businesses with a focus on companies in the technology, media and telecom industries. Mr. Nelson previously served on the board of directors for other publicly traded companies including Herbalife Nutrition Ltd. (NYSE “HLF”) from 2014 to 2021, Caesars Entertainment Corporation (Nasdaq “CZR”) from 2019 to 2020, Icahn Enterprises G.P. Inc., the general partner of Icahn Enterprises L.P. (Nasdaq “IEP”) from 2001 to 2019, and New York REIT, Inc. (NYSE “NYRT” - no longer listed) from 2015 to 2017.
The New Director is eligible to receive our standard annual compensation for non-affiliated directors as described in our most recent proxy statement filed with the SEC on May 27, 2021 under the heading “Director Compensation.”
The Company also entered into an indemnification agreement with the New Director in connection with his appointment to the Board. The indemnification agreement is in substantially the same form as the indemnification agreement for the other directors of the Company that was filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1, filed with the SEC on June 3, 2019. There are no other transactions with the New Director which would require disclosure under Item 404(a) of Regulation S-K.