CHWY Chewy Inc

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1855 Griffin Road, Suite B-428
Dania Beach, FL 33004

Dear Stockholders:

Thank you for your ongoing support and we hope you can join us at our Annual Meeting.

Sincerely,

The Board of Directors (“Board”) of Chewy, Inc., a Delaware corporation, (“Company” or “Chewy”) is providing our proxy materials to you in connection with our 2020 Annual Meeting of Stockholders (“Annual Meeting”), which will take place via live audio webcast on Tuesday, July 14, 2020, at 10:00 a.m., Eastern Time. As a stockholder, you are invited to attend the Annual Meeting and requested to vote on the items of business described in this proxy statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may follow the instructions below to submit your proxy over the Internet, by telephone, or by mail.

Our Annual Meeting will be conducted via live audio webcast, a format designed to improve stockholder access, reduce the environmental impact of a physical meeting, save Chewy and our stockholders time and money and, during the current global pandemic, ensure the safety of our participants. In addition to online attendance, our meeting format provides stockholders with the opportunity to hear all portions of the official meeting, submit written questions during the meeting, and vote online during the open poll section of the meeting. You may attend the meeting by visiting https://www.virtualshareholdermeeting.com/CHWY2020. You will need the 16-digit control number that is printed on your Notice Regarding the Availability of Proxy Materials (“Notice”). Please allow ample time for online check-in, which will begin at 9:45 a.m., Eastern Time, on July 14, 2020. If a bank, brokerage firm, or other nominee holds your shares, you should contact that organization for additional information.

Stockholders who own shares of our common stock as of the close of business on May 18, 2020, the “Record Date” for the Annual Meeting, or their valid proxy holders are entitled to vote at the meeting. As of May 18, 2020, we had 84,211,153 shares of Class A common stock outstanding and 317,338,356 shares of Class B common stock outstanding. Holders of Class A common stock are entitled to one vote per share on any matter that is submitted to a vote of stockholders. Holders of Class B common stock are entitled to ten votes per share on any matter that is submitted to a vote of stockholders. Holders of Class A and holders of Class B common stock vote together as a single class on any matter (including the election of directors) that is submitted to a vote of our stockholders, unless otherwise required by law or our amended and restated certificate of incorporation. Stockholders are not permitted to cumulate votes with respect to the election of directors.

A complete list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder for any purpose germane to the Annual Meeting for at least ten days before the Annual Meeting during ordinary business hours at our principal executive office. In addition, the stockholder list will be available to any stockholder for examination online during the Annual Meeting.

An electronic copy of the proxy materials is available at www.proxyvote.com. You can also access the materials at https://investor.chewy.com.

If you want to receive a paper or email copy of the proxy materials, you must request one. There is no charge for requesting a copy. However, please submit your request on or before June 28, 2020 to facilitate timely delivery. You may request a copy by choosing one of the following methods:

Stockholders will vote on four proposals at the Annual Meeting:

Additionally, stockholders are entitled to vote on such other business as may properly be presented at the Annual Meeting or any adjournment or postponement thereof.

We are not aware of any matters to be voted on by stockholders at the Annual Meeting other than those included in these proxy materials. If any matter is properly presented at the meeting, your executed proxy gives your proxy holder discretionary authority to vote your shares in accordance with their best judgment with respect to the matter.

Our Board recommends that you vote your shares:

Proposal 1: Each director is elected by a plurality of the votes of the shares present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. “Plurality” means that the three nominees who receive the largest number of votes cast “For” such nominees are elected as directors. You may vote “For” or “Withhold” authority to vote for each of the nominees. Any shares voted “Withhold” and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the outcome of the election.

Proposal 2: The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2021 requires the affirmative vote of a majority of the voting power of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon (meaning that, of the shares represented at the meeting and entitled to vote, a majority of them must vote “For” the proposal for it to be approved). You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal, and, thus, will have the same effect as a vote “Against” this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Proposal 3: The approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the voting power of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon (meaning that, of the shares represented at the meeting and entitled to vote, a majority of them must vote “For” the proposal for it to be approved). You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal, and, thus, will have the same effect as a vote “Against” this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Proposal 4: The frequency, on an advisory basis, of the future votes on named executive officer compensation will be determined by a plurality of the votes of the shares present virtually or represented by proxy and entitled to vote thereon (meaning that the frequency receiving the highest number of votes cast for such frequency will be considered the frequency preferred by the stockholders). You may vote for “1-year,” “2-years,” “3-years,” or “Abstain.” You are not voting to approve or disapprove the Board’s recommendation on this proposal. If you vote to “Abstain,” your vote will not be counted and will have no effect on the outcome of this proposal. Broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the outcome of this proposal.

PetSmart, Inc. (“PetSmart”) currently beneficially owns a majority of our outstanding common stock through its subsidiaries and has the power to approve any action requiring a majority vote of the combined voting power of our outstanding Class A common stock and Class B common stock. PetSmart is a wholly owned, indirect subsidiary of Argos Holdings LP (“Argos Holdings”), which is owned by affiliates of funds advised by BC Partners LLP and its affiliates (BC Partners LLP, together with its affiliates, “BC Partners”), La Caisse de dépôt et placement du Québec, GIC Private Limited, Longview Asset Management LLC, StepStone Group LP, and certain other investors. Argos Holdings is controlled by one or more affiliates of BC Partners. As of the Record Date, our principal stockholders beneficially own, in aggregate, approximately 83.4% of the outstanding shares of our common stock, representing approximately 98.0% of the total voting power of all outstanding series of common stock.

If you are a “stockholder of record” on the Record Date, then you may attend the Annual Meeting and submit your vote or vote by proxy over the telephone, through the Internet, or by using a proxy card that you may request. To vote your shares at the Annual Meeting, please see Question 12. To vote your shares without attending the meeting, please see Question 13 or the instructions on your Notice.

If you are a “beneficial owner” on the Record Date, you have the right to instruct your bank, brokerage firm, or other nominee on how to vote the shares in your account. In order for your shares to be voted in the way you would like, you must provide voting instructions to your bank, brokerage firm, or other nominee by the deadline provided in the proxy materials you receive from such organization.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, you should submit a proxy or voting instructions before the Annual Meeting to ensure your vote is represented.

Whether you are a “stockholder of record” or a “beneficial owner” with respect to your shares of our common stock depends on how you hold your shares:

If you hold shares of our common stock as the stockholder of record, you have the right to vote those shares at the Annual Meeting. If you are a beneficial owner and hold shares of our common stock in street name, you may vote the shares you beneficially own under a legal proxy from your bank, brokerage firm, or other nominee; please contact such organization for instructions on obtaining a proxy. Please follow the instructions at https://www.virtualshareholdermeeting.com/CHWY2020 in order to vote your shares during the meeting, whether you hold your shares of record or in street name. You will need the 16-digit control number that is printed on your Notice to attend the Annual Meeting. Please allow ample time for online check-in, which will begin at 9:45 a.m., Eastern Time, on July 14, 2020.

Our Board is soliciting proxies for use at the Annual Meeting and any adjournment or postponement thereof. Mario Marte and Susan Helfrick have been designated as proxy holders by our Board. When proxies are properly dated, executed, and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If the proxy is dated and signed, but no specific instructions are given, the shares will be voted in accordance with the recommendations of our Board, as described in Question 7. If any matter not described in this proxy is properly presented at the Annual Meeting, the proxy holders will use their own judgement to determine how to vote the shares. If the Annual Meeting is adjourned or postponed, proxy holders can vote the shares on the new Annual Meeting date as well, unless their proxy instructions have been properly revoked.

The effect of submitting a proxy or voting instruction form without providing specific voting instructions depends on how you hold your shares.

Stockholders generally have the right to revoke their proxy or voting instructions before their shares are voted at the Annual Meeting, subject to the voting deadlines described in Question 13.

To conduct any business at the Annual Meeting, a quorum must be present virtually or represented by valid proxies. The holders of record of issued and outstanding shares of our common stock representing a majority of the voting power of all issued and outstanding shares of common stock entitled to vote at the meeting, present virtually or represented by proxy, will constitute a quorum for the transaction of business at the meeting. Abstentions, withheld votes, and broker non-votes are counted as shares present virtually and entitled to vote for purposes of determining a quorum. See Questions 8 and 15 for explanations of broker non-votes, abstentions, and votes withheld and their effect.

We are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of materials to each stockholder. The Notice provides instructions on how to view proxy materials online. If you received a Notice by mail, you will not receive a paper or e-mail copy of proxy materials unless you request one. To request a printed or e-mail copy of proxy materials (free of charge), you should follow the instructions included in the Notice.

Some stockholders, including stockholders who previously requested to receive paper copies of proxy materials, will receive paper copies of such materials instead of a Notice. In addition, stockholders who previously elected delivery of such materials electronically will receive a Notice by e-mail. Those stockholders should have received an e-mail containing a link to the website where the proxy materials are available and a link to the proxy voting website.

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the instructions in each Notice to ensure all your shares are voted.

We adopted a procedure called “householding,” which the Securities and Exchange Commission (“SEC”) has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, our annual report and proxy materials, to multiple stockholders who share the same address, unless we received contrary instructions from one or more of such stockholders. This procedure reduces our printing and mailing costs and other fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will promptly deliver a separate copy of the Notice and, if applicable, our annual report and proxy materials, to any stockholder of record at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, such stockholder of record may contact Investor Relations via email to ir@chewy.com, by calling (844) 980-2073, or by writing to Investor Relations at Chewy, Inc., 1855 Griffin Road, Suite B-428, Dania Beach, FL 33004. Beneficial holders may contact their bank, brokerage firm, or other nominee to request information about householding.

Conversely, if stockholders of record living at the same address received multiple copies of our Notice and, if applicable, annual report and proxy materials, you may request delivery of a single copy by contacting Investor Relations as set forth above. Beneficial holders may contact their bank, brokerage firm, or other nominee to request a single copy of the Notice and, if applicable, proxy materials and annual report.

All expenses associated with this solicitation will be borne by us. We will reimburse banks, brokerage firms, or other nominees for reasonable expenses that they incur in sending our proxy materials to you if such organization holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication, without receiving any additional compensation.

Broadridge Financial Solutions, Inc., or a representative or agent of Broadridge Financial Solutions, Inc., will tabulate and certify the votes as the inspector of election for the Annual Meeting.

We will announce preliminary voting results at the Annual Meeting. We will also report the voting results by filing a Current Report on Form 8-K with the SEC within four business days of the Annual Meeting. If the final voting results are not known when we file our report, we will amend the initial report to disclose the final voting results within four business days after those results become known.

The 2021 annual meeting of stockholders is expected to be held on July 14, 2021. Stockholders wishing to present a proposal for inclusion in our proxy materials for such meeting pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), must timely submit their proposals so that they are received by our Secretary at our principal executive office no later than January 26, 2021.

The submission of a stockholder proposal does not guarantee that it will be included in our proxy statement and any such proposal must comply with the requirements of Rule 14a-8 in order to be considered for inclusion in our proxy materials for the 2021 annual meeting of stockholders.

The 2021 annual meeting of stockholders is expected to be held on July 14, 2021. Assuming the 2021 annual meeting of stockholders is held on such date, stockholders wishing to nominate a candidate for election to our Board or propose other business at this annual meeting, other than pursuant to Rule 14a-8 of the Exchange Act, must submit a written notice so that it is received by our Secretary at our principal executive office no earlier than the close of business on March 16, 2021, nor later than the close of business on April 15, 2021. If the 2021 annual meeting of stockholders is scheduled to be held on a date that is more than 30 days prior to or more than 70 days after July 14, 2021, the proposal must be submitted not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the 90th day prior to the date of such annual meeting or the 10th day following the day on which public announcement of such meeting is first made. Notwithstanding the foregoing, if the number of directors to be elected to our Board at an annual meeting is increased, effective after the time period for which nominations would otherwise be due, and there is no public announcement naming all of the nominees for the additional directorships or specifying the size of the increased Board at least 100 days prior to July 14, 2021, then a stockholder’s notice shall also be considered timely (but only with respect to nominees for any new positions created by such increase) if it is received by our Secretary at the principal executive office of the Company in writing not later than the close of business on the 10th day following the day on which such public announcement is first made.

Any stockholder proposal or director nominations must comply with our amended and restated bylaws (“bylaws”), which contain additional requirements about advance notice of stockholder proposals and director nominations. A copy of our bylaws is available in the Governance section of our website at https://investor.chewy.com.

The mailing address of Chewy’s principal executive office is 1855 Griffin Road, Suite B-428, Dania Beach, FL 33004.

Our Board’s responsibility, on behalf of our stockholders, is to oversee the conduct of our Company’s business, provide advice and counsel to our Chief Executive Officer and senior management, protect our Company’s best interests and foster the creation of long-term value for our stockholders. Our Board currently consists of eleven directors, divided into three classes with staggered three-year terms. Each class consists as nearly as possible of one-third of the total number of directors. Until such time as the Class B common stock represents less than 50% of the combined voting power of the Class A and Class B common stock, any newly created directorship on our Board that results from an increase in the number of directors and any vacancy occurring on our Board shall be filled by (i) a majority of the directors then in office, even if less than a quorum, (ii) a sole remaining director, or (iii) the stockholders. A director elected by our Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class or until the director’s successor is duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification, or removal.

The following table sets forth information with respect to our directors as of May 18, 2020:

Raymond Svider. Mr. Svider currently serves as Partner and Chairman of BC Partners and as Chairman of the Executive Committee of BC Partners. BC Partners is a leading international investment firm that specializes in the investment of assets under management in private equity. Since Mr. Svider joined BC Partners in 1992, he has led investments in various sectors, including consumer and retail, technology, media and telecom, healthcare, industrials, and business services. Mr. Svider currently holds the role of Non-Executive Chairman of PetSmart and serves on the boards of Altice USA, Inc. (NYSE “ATUS”), GfL Environmental Inc. (NYSE “GFL”), Intelsat S.A., NAVEX Global, Inc., GardaWorld Corporation, Cyxtera Technologies, Inc., as well as the board of the holding company of Presidio Inc. Mr. Svider previously served as a director of Accudyne Industries LLC, Teneo Global, Office Depot, Inc., Multiplan, Inc., Unity Media Group, Neuf Cegetel, Polyconcept, Neopost, Nutreco, UTL, and Chantemur. Mr. Svider holds a Master of Business Administration degree from the University of Chicago, and Master of Science degrees in engineering from Ecole Polytechnique, France and Ecole Nationale Superieure des Telecommunications, France. Mr. Svider’s individual qualifications and background as a director include his outside board experience as a director of public and private entities, and his in-depth knowledge of private equity, finance, corporate governance, and executive compensation. Mr. Svider’s business acumen and leadership experience make him particularly well suited for the roles of Chairperson of our Board and Chairperson of our Compensation and Nominating and Corporate Governance Committees.

Sharon McCollam. Ms. McCollam served as Chief Administrative Officer and Chief Financial Officer at Best Buy Co., Inc. from 2012 to 2016, and continued to serve as a senior advisor through 2017. From 2000 to 2012, Ms. McCollam served in roles of increasing responsibility at Williams-Sonoma, Inc., including service as Executive Vice President, Chief Operating and Chief Financial Officer from 2006 to 2012. Prior to Williams-Sonoma, Inc., Ms. McCollam served as Chief Financial Officer of Dole Fresh Vegetables, Inc., a division of the Dole Food Company, Inc. Ms. McCollam currently serves on the board of directors and audit committees for three additional publicly traded companies including Advance Auto Parts, Inc. (NYSE “AAP”), Signet Jewelers Ltd. (NYSE “SIG”), and Stitch Fix, Inc. (Nasdaq “SFIX”). Ms. McCollam also serves on the boards of three privately held companies, including International Walls, Inc. (f/k/a Art.com, Inc.) since 2012, Hallmark Cards, Inc. since 2016 and GetYourGuide AG since 2019. Ms. McCollam previously served on the board of directors for other publicly traded companies including Whole Foods Market, Inc. (Nasdaq “WFM” - no longer listed), OfficeMax Inc. (NYSE “OMX” - no longer listed), Del Monte Foods Company (NYSE “DLM” - no longer listed), and Williams-Sonoma, Inc. (NYSE “WSM”). Ms. McCollam holds a Bachelor of Science degree in accounting from the University of Central Oklahoma and is a certified public accountant. Ms. McCollam’s individual qualifications and background as a director include her outside board experience in the retail and e-commerce sectors, her extensive operational leadership experience, and her vast retail, finance, supply chain management, customer care, and real estate background. Ms. McCollam’s in-depth knowledge of finance, accounting, risk management, ethics, and compliance make her particularly well suited for the role of Chairperson of our Audit Committee.

J.K. Symancyk. Mr. Symancyk currently serves as President, Chief Executive Officer, and Director at PetSmart. Before joining PetSmart in 2018, from 2015 to 2018, Mr. Symancyk served as Chief Executive Officer of Academy, Ltd. d/b/a Academy Sports + Outdoors and from 2012 to 2015 he served as President of Meijer, Inc. Prior to Meijer, Inc., Mr. Symancyk served in management positions at Walmart Inc., including Sam’s West, Inc. and Walmart de México. Mr. Symancyk holds a Bachelor of Arts degree from the University of Arkansas at Fayetteville. Mr. Symancyk’s individual qualifications and background as a director include his leadership, operational, and overall sector experience as Chief Executive Officer of PetSmart.

Fahim Ahmed. Mr. Ahmed currently serves as Partner at BC Partners. Before joining BC Partners in 2006, from 2004 to 2006 and from 2000 to 2002, Mr. Ahmed served as a consultant of the Boston Consulting Group. Mr. Ahmed currently serves on the boards of Cyxtera Technologies, Inc., Presidio Inc., and PetSmart. Mr. Ahmed previously served as a director of Suddenlink Communications, and was involved in investments in Office Depot, Inc., Intelsat S.A., Dometic Corporation, and Foxtons.

Mr. Ahmed holds a Bachelor of Arts degree from Harvard University and a Master of Philosophy degree in economics from Oxford University, where he was a Rhodes Scholar. Mr. Ahmed’s individual qualifications and background as a director include his extensive financial and compensation expertise, and his in-depth knowledge of the consumer retail, telecom, and technology sectors.

Michael Chang. Mr. Chang currently serves as Partner at BC Partners. Before joining BC Partners in 2009, from 1999 to 2009, Mr. Chang served as Principal of JLL Partners, LLC. Mr. Chang currently serves on the boards of Zest Dental Solutions and PetSmart. Mr. Chang holds a Master of Business Administration degree from the Harvard Business School and a Bachelor of Arts degree in economics from The Wharton School of the University of Pennsylvania. Mr. Chang’s individual qualifications and background as a director include his extensive finance and accounting expertise, and his in-depth knowledge of the consumer retail, industrials, and healthcare sectors.

James A. Star. Mr. Star currently serves as Executive Chairman of Longview Asset Management LLC (“Longview”), a multi-strategy investment firm, for which he also chairs the Investment Committee. From 2003 to 2019, Mr. Star served as President and Chief Executive Officer of Longview. Since 1994, Mr. Star has also served as Vice President of Henry Crown and Company, a private family office affiliated with Longview. Mr. Star currently serves as a trustee of Equity Commonwealth, a publicly traded REIT (NYSE “EQC”), where he chairs the Nominating and Governance Committee. Mr. Star is a director of the Atreides Foundation Fund Ltd, V-Square Quantitative Management LLC, and the holding company of Teaching Strategies LLC. From 2016 to 2018, Mr. Star served as a director of Allison Transmissions Holdings Inc. (NYSE “ALSN") and, from 2014 to 2019, he was a director of the holding company of PetSmart. Mr. Star also serves, or has served, as a director or trustee of pension funds, registered mutual funds, private companies and a private trust company. Mr. Star holds a Bachelor of Arts degree from Harvard University, a Juris Doctor degree from Yale Law School, and a Master of Management degree from Kellogg Graduate School of Management at Northwestern University. Mr. Star’s individual qualifications and background as a director include his extensive finance, business, corporate governance, and ethics and compliance experience, as well as his in-depth knowledge of the animal supplies and consumer services sectors.

Brian McAndrews. Mr. McAndrews served as Chief Executive Officer, President, and Chairman of Pandora Media, LLC from 2013 to 2016. From 2009 to 2013, Mr. McAndrews served as Managing Director/Venture Partner at Madrona Venture Group, LLC. Mr. McAndrews currently serves as chairman of the board for Grubhub, Inc. (NYSE “GRUB”), as presiding director of The New York Times Company (NYSE “NYT”), and is a member of the boards of Frontdoor, Inc. and The Wine Group, Inc. Mr. McAndrews holds a Bachelor of Arts degree from Harvard College and a Master of Business Administration degree from the Stanford Graduate School of Business. Mr. McAndrews’ individual qualifications and background as a director include his extensive operational and technology experience, and his experience as an independent board member in the e-commerce and media sectors.

James Kim. Mr. Kim currently serves as Principal at BC Partners. Before joining BC Partners in 2016, from 2014 to 2016, Mr. Kim served as Investment Associate at Sageview Capital LP where he focused on growth equity investments in the technology space, and, from 2013 to 2014, he served in the mergers and acquisitions group at Citigroup Inc. Mr. Kim currently also serves on the board of the holding company of Presidio Inc. Mr. Kim holds a Bachelor of Arts degree in applied mathematics and economics from Yale University. Mr. Kim’s individual qualifications and background as a director include his knowledge of finance, practical mergers and acquisition experience, and his in-depth knowledge of the pet retail, technology and healthcare sectors.

David Leland. Mr. Leland currently serves as Managing Director and Head of Capital Markets at BC Partners. Since 2019, Mr. Leland has also served as Chief Executive Officer of BC Partners Securities LLC, a registered broker dealer in the United States. Before joining BC Partners in 2018, from 2000 to 2018, Mr. Leland served at Citigroup Inc., most recently as Managing Director in the Capital Markets Originations Group, with a focus on leveraged finance. Mr. Leland holds a Bachelor of Business

Administration degree with a concentration in Finance from The George Washington University. Mr. Leland’s individual qualifications and background as a director include his extensive finance, and compliance expertise, and his in-depth knowledge of the consumer retail, and home builder sectors.

Lisa Sibenac. Ms. Sibenac currently serves as Principal at BC Partners. Before joining BC Partners in 2017, from 2012 to 2017, Ms. Sibenac served in management positions at Amazon, Inc., and, from 2003 to 2010, she served in technical and commercial leadership roles at Lockheed Martin Corporation. Ms. Sibenac holds a Bachelor of Science degree in mechanical engineering from the University of Notre Dame and a Master of Business Administration degree from Harvard Business School. Ms. Sibenac’s individual qualifications and background as a director include her knowledge of business operations and technology, and her in-depth knowledge of the retail, e-commerce, business services, aerospace, and defense sectors.

Sumit Singh. Mr. Singh serves as our Chief Executive Officer since 2018. From 2017 to 2018, Mr. Singh served as our Chief Operating Officer. From 2015 to 2017, Mr. Singh served as the Worldwide Director of Amazon.com’s consumables businesses (fresh and pantry) and, from 2013 to 2015, as Director and General Manager of Amazon, Inc.’s North American merchant fulfillment and third-party businesses. Prior to Amazon, Inc., Mr. Singh served in management positions at Dell Technologies Inc. Mr. Singh holds a Bachelor of Technology degree from the Punjab Technical University, India, a Master of Science degree in operations and logistics from the University of Texas at Austin, and a Master of Business Administration degree from the University of Chicago, Booth School of Business. Mr. Singh’s individual qualifications and background as a director include his in-depth knowledge of issues, challenges, and opportunities facing us, his in-depth knowledge of the e-commerce and retail sectors, and extensive operational and technology experience.

We are a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange (“NYSE”). Under these rules, a listed company for which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company.” As a result, we qualify for exemption from certain independence requirements, including the requirement that within one year of completion of our initial public offering (“IPO”) we have a Board composed of a majority of independent directors, and Compensation, Nominating and Corporate Governance Committees composed entirely of independent directors. Even though we are a controlled company, we are required to comply with the SEC and the NYSE rules relating to the membership, qualifications, and operations of our Audit Committee.

Based on information provided by each director concerning his or her background, employment, and affiliations, our Board has determined that Ms. McCollam, Mr. McAndrews, and Mr. Star (as of April 6, 2020) are “independent,” as that term is defined under the corporate governance standards of the NYSE, and none of them have a relationship that would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director. In determining the independence of Mr. Star, our Board considered Longview’s minority, non-controlling interest in Argos Holdings. Our Board also determined that Ms. McCollam, Mr. McAndrews, and Mr. Star are independent in accordance with the requirements of Rule 10A-3 of the Exchange Act.

Mr. Svider serves as Chairperson of our Board and Mr. Singh serves as Chief Executive Officer of our Company. The Chief Executive Officer is responsible for setting the strategic direction for our Company and the day-to-day leadership and performance of our Company, while the Chairperson provides guidance to the Chief Executive Officer, sets the agenda for Board meetings, and presides over meetings of the full Board. We believe that separation of the positions of the Chairperson and Chief Executive Officer reinforces the independence of our Board in its oversight of the business and affairs of our Company. In addition, we believe the separation of the two positions creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability, and improving the ability of our Board to monitor whether management’s

actions are in the best interests of our Company and stockholders. As a result, we believe that such separation can enhance the effectiveness of our Board as a whole. We believe that the leadership structure of our Board is appropriate and enhances its ability to effectively carry out its roles and responsibilities on behalf of our stockholders.

Our Board has established three standing committees - an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each committee has the authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. Our Board has adopted written charters for each committee, which are available on our website at https://investor.chewy.com. The composition and overview of the responsibilities of each committee is described below. Members serve on these committees until their resignation or until as otherwise determined by our Board.

Our Audit Committee currently consists of Ms. McCollam (Chairperson), Mr. McAndrews, and Mr. Chang. Between June 13, 2019 and September 10, 2019, Mr. Star served as an Audit Committee member. He was replaced by Mr. McAndrews. Our Audit Committee oversees our corporate accounting and financial reporting process as well as our risk assessment and risk management policies. Our Audit Committee is responsible for, among other things:

Our Board has determined that Ms. McCollam and Mr. McAndrews are independent in accordance with the requirements of Rule 10A-3 of the Exchange Act and the corporate governance standards of the NYSE. We intend to continue to rely on the phase-in rules of the NYSE with respect to the requirement that our Audit Committee be composed entirely of members of our Board who satisfy the standards of independence established for independent directors under the NYSE rules and the additional independence standards applicable to Audit Committee members pursuant to Rule 10A-3 of the Exchange Act, as determined by our Board. We do not believe that our reliance on the exemption from having a fully independent Audit Committee materially adversely affects the ability of our Audit Committee to act independently and to satisfy other applicable Audit Committee requirements.

All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and NYSE. Our Board has determined that each of Ms. McCollam and

Mr. Chang is an “audit committee financial expert,” as such term is defined in the regulations promulgated under the Exchange Act, and has the requisite financial sophistication, as defined under the applicable NYSE rules and regulations. Ms. McCollam currently serves on the audit committees of four public companies, including Chewy. Given Ms. McCollam’s extensive experience as a Chief Financial Officer, her proficiency in accounting, and her knowledge of, and dedication to, Chewy, our Board has determined that Ms. McCollam’s simultaneous service on the audit committees of more than three public companies does not impair her ability to effectively serve on our Audit Committee.

The formal report of our Audit Committee with respect to the fiscal year ended February 2, 2020, is set forth below under the heading Audit Committee Report.

Our Compensation Committee consists of Mr. Svider (Chairperson) and Mr. Ahmed. Our Compensation Committee is responsible for, among other things:

None of the members of our Compensation Committee currently are, or have been, an officer or employee of Chewy. None of our named executive officers currently serve, or in the past year have served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its named executive officers serving on our Board or Compensation Committee.

Our Nominating and Corporate Governance Committee consists of Mr. Svider (Chairperson), Mr. Ahmed, and Mr. Chang. Our Nominating and Corporate Governance Committee is responsible for, among other things:

Our Nominating and Corporate Governance Committee is responsible for screening candidates and recommending nominees for election to our Board of Directors. When formulating recommendations, our Nominating and Corporate Governance Committee considers proposals and suggestions from stockholders, management, and others as it deems appropriate, and also takes into account the performance of incumbent directors in determining whether to recommend them to stand for reelection at the annual meeting of stockholders.

In evaluating candidates, our Nominating and Corporate Governance Committee considers the current size and composition, organization, and governance of our Board and the needs of our Board and committees. Our Nominating and Corporate Governance Committee seeks individuals with the skill, experience and background important to our strategic direction and operational focus. While our Board does not have specific director criteria requirements, our Nominating and Corporate Governance Committee considers, among other things:

Our Board does not have a formal policy on diversity. Our Board actively considers gender, nationality, ethnicity, and age, among other things, including functional areas of business and financial expertise and educational and professional background. Our Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, to be in our Company’s and stockholders’ best interests.

Our Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders based upon the policies set forth in the Committee’s charter and subject to compliance with procedures set forth in our bylaws. Please see Question 25 above under the heading General Information About Our Annual Meeting for more information. Committee oversight of director nominations does not apply in cases where the right to nominate a director legally belongs to a third party. In addition, so long as the outstanding shares of our Class B common stock represent 50% or more of the combined voting power of our outstanding Class A common stock and Class B common stock, holders of shares of Class B common stock shall not be subject to the notice procedures set forth in our bylaws with respect to any annual or special meeting of stockholders.

Management is responsible for the day-to-day oversight and management of strategic, operational, legal, compliance, cybersecurity, and financial risks, while our Board, as a whole and through its committees, is responsible for the oversight of our risk management framework. Consistent with this approach, management reviews risks with our Board and Audit Committee at regular Board and Audit Committee meetings as part of management presentations that focus on particular business functions, operations, or strategies, and presents steps taken by management to eliminate or mitigate such risks. While our Board is ultimately responsible for the risk oversight of our Company, our Audit Committee has primary responsibility for management and mitigation of the risks facing our Company, including major financial risks and oversight of the measures initiated by management to monitor and control such risks. Our Audit Committee also monitors compliance with legal and regulatory requirements and considers and approves or disapproves any related party transactions. Our Compensation Committee

has responsibility to review the risks arising from our compensation policies and practices applicable to all employees and evaluate policies and practices that could mitigate any such risk. Our Nominating and Corporate Governance Committee has responsibility to review risks relating to our corporate governance practices. These committees provide regular reports on our risk management practices to our full Board. Our Board believes Chewy’s current leadership structure supports its risk oversight function.

During our fiscal year ended February 2, 2020, our Board had two meetings, our Audit Committee had four meetings, our Compensation Committee had two meetings, and our Nominating and Corporate Governance Committee had one meeting. Each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board held during the period for which he or she served as a director and (ii) the total number of meetings held by all committees of our Board on which such director served (held during the period of such director’s committee service). Our non-employee directors, as well as our independent directors, meet in regularly scheduled sessions, typically after a scheduled Board meeting. Our Board has not formally selected a director to preside at either our executive sessions of non-employee directors or our executive sessions of independent directors. Instead, the participating directors designate a presiding director for the session.

Although we do not have a formal policy regarding attendance by members of our Board at annual meetings of stockholders, we encourage our directors to attend such meetings. The 2020 Annual Meeting will be our first annual meeting of our stockholders. We did not hold a 2019 annual meeting of stockholders because our capital stock was not publicly traded prior to June 2019.

In connection with our IPO, our Board approved compensation for our non-affiliated directors, which compensation was designed to attract and retain high quality independent directors. Pursuant to the initial compensation package, each non-affiliated director was entitled to receive the following cash compensation for Board and committee service:

Under this approach, each non-affiliated director who served as the chairperson of a committee received an annual fee for each role as chairperson of a committee and as member of that same committee. Additionally, we reimburse directors for reasonable travel expenses relating to Board meetings.

On December 31, 2019, upon recommendation by our Compensation Committee, our Board approved a modification to director compensation such that the annual retainer was converted into a mix of 75% time-based restricted stock units (“Director RSUs”) and 25% cash. On January 8, 2020, our Board granted Director RSUs pursuant to our 2019 Omnibus Incentive Plan (“Plan”) to eligible directors, as further described below. On behalf of the directors, we elected to defer the delivery of such Director RSU awards until the applicable director’s termination of service.

to allow our Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations, and product inquiries). See Questions 24 and 25 above under the heading General Information About Our Annual Meeting for more information.

Our Board has adopted Corporate Governance Guidelines that address such items as the qualifications and responsibilities of our directors and director candidates, and corporate governance policies and standards applicable to us in general. We also have adopted a Code of Conduct and Ethics that applies to our directors, officers, and employees, including our Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer. The full text of our Corporate Governance Guidelines and our Code of Conduct and Ethics is posted on our website at https://investor.chewy.com. We will post amendments to our Code of Conduct and Ethics or any waivers of our Code of Conduct and Ethics for directors and named executive officers on the same website or in filings under the Exchange Act.

In June 2019, Chewy adopted a written related party transactions policy (the “Policy”), which is administered by our Audit Committee and includes procedures for the review, approval, ratification, modification, or termination of related party transactions. For purposes of the Policy, a related party transaction includes transactions in which Chewy is a participant, the amount involved will or may be expected to exceed $120,000, and a “related party” has or will have a direct or an indirect material interest. Related parties of Chewy consist of directors (including nominees for election as director), named executive officers, stockholders that are known to beneficially own more than 5% of Chewy’s voting securities, any immediate family members of the forgoing, or any entity in which such related party is employed, is a general partner, principal, or in a similar position, or in which such person has a 10% or greater beneficial interest.

Except for transactions that have been pre-approved in accordance with the terms of the Policy, once a related party transaction has been identified, our Audit Committee will review all of the relevant facts and circumstances and approve or disapprove entry into the transaction. In determining whether to approve or ratify a related party transaction, our Audit Committee shall take the following considerations into account, among other factors it deems appropriate:

Our Audit Committee may approve the transaction only if it determines in good faith that, under all the circumstances, the transaction is in, or not inconsistent with, the best interests of our Company and stockholders.

If we become aware of a related party transaction that has not been approved under the Policy, such transaction is reviewed in accordance with the procedures set out in the Policy. If our Audit Committee determines it to be appropriate, the transaction is ratified. Where our Audit Committee determines not to ratify a related party transaction that has been commenced without approval, our Audit Committee may direct additional actions including, but not limited to, immediate discontinuation or rescission of the transaction, or modification of the transaction to make it acceptable for ratification.

We describe below transactions with related parties in which the amounts involved exceeded $120,000 during fiscal year 2019 or may be expected to exceed such amount in the foreseeable future. Other than as described in this section and in the Compensation Disclosure and Analysis section below, there have not been, nor are there currently proposed, any transactions between Chewy and related parties.

Transactions with PetSmart and/or its affiliates:

The following agreements involving PetSmart and/or an affiliate of PetSmart:

Aseemita Malhotra, our Vice President of Healthcare, is the spouse of our Chief Executive Officer. During fiscal year 2019, Ms. Malhotra led our Healthcare vertical and received total cash compensation of $570,775, which includes a payment under our Short-Term Incentive Plan⁽¹⁾ based on Company performance compared to pre-established performance metrics and a retention bonus. Ms. Malhotra’s cash compensation, which is a combination of base salary and short-term incentive compensation, was determined based on market data and comparable positions. In connection with the IPO, Ms. Malhotra received two types of restricted stock units⁽²⁾: (1) 31,865⁽³⁾ IPO RSUs, and (2) 286,784⁽³⁾ Performance RSUs, each as described below.

There are three directors in class I whose term of office expires at our 2020 Annual Meeting. Our Nominating and Corporate Governance Committee has recommended, and our Board has approved, Raymond Svider, Sharon McCollam, and J.K. Symancyk as nominees for election as directors at the Annual Meeting. If elected at the Annual Meeting, each of these nominees would serve until the 2023 annual meeting of stockholders or until his or her successor has been duly elected and qualified, or, if sooner, until his or her earlier death, resignation, retirement, disqualification, or removal. Mr. Svider, Ms. McCollam, and Mr. Symancyk are currently directors of Chewy, and each of them was appointed by our Board prior to, or in connection with, our IPO. For information concerning these nominees, please see the Board of Directors section above. Each person nominated for election has agreed to serve if elected and Chewy’s management has no reason to believe that any nominee will be unable to serve.

Each director is elected by a plurality of the votes of the shares present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. “Plurality” means that the three nominees who receive the largest number of votes cast “For” such nominees are elected as directors. You may vote “For” or “Withhold” authority to vote for each of the nominees of the Board. Any shares voted “Withhold” and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the outcome of the election. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Board.

The following table sets forth the beneficial ownership of our Class A common stock and Class B common stock as of May 18, 2020 by each director, director nominee, and named executive officer, all current named executive officers and directors of Chewy as a group, and all those known by Chewy to be beneficial owners of more than 5% of our Class A common stock or Class B common stock.

This table is based upon information supplied by our named executive officers, directors, and principal stockholders, and Schedules 13D, 13F, and 13G filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 84,211,153 shares of Class A common stock and 317,338,356 shares of Class B common stock outstanding on May 18, 2020. We have deemed shares of our common stock issuable pursuant to IPO RSUs, Performance RSUs or Director RSUs (collectively, “RSUs”), which are subject to vesting and settlement conditions expected to occur within 60 days of May 18, 2020, to be outstanding and beneficially owned by the person holding the RSUs for purpose of computing the percentage ownership of that person. We did not treat these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address for each beneficial owner listed in the tables below is c/o Chewy, Inc., 1855 Griffin Road, Suite B-428, Dania Beach, FL 33004.

Certain of PetSmart’s subsidiaries have granted a security interest in certain of the shares of our Class B common stock beneficially owned by PetSmart to secure certain of its credit facilities and debt securities, each of which includes customary default provisions. In the event of a default under any such credit facility or the applicable indenture, the secured parties may foreclose upon any and all shares of Class B common stock pledged to them and may seek recourse against PetSmart, as well as the guarantors of the relevant credit facilities and indentures. Any such action could result in a change of control of Chewy. In addition, a subsidiary of PetSmart has granted a security interest in certain shares of Class A common stock to secure the subsidiary’s obligations under a forward purchase contract. In the event of a default under such contract or the related collateral agreement, the secured party may foreclose upon any and all shares of Class A common stock pledged to it.

Section 16(a) of the Exchange Act requires that our directors, named executive officers, and stockholders that own more than 10% of our common stock report to the SEC and us certain changes in ownership and ownership information with specified periods. Based solely on a review of the reports furnished to us or filed with the SEC and upon information furnished by these parties, we believe that during 2019 all of our directors and officers timely filed all reports they were required to file under Section 16(a) of the Exchange Act, except that a transaction of Mr. Singh’s spouse was not timely reported inadvertently due to an administrative error.

Our Audit Committee charter requires our Audit Committee to pre-approve all audit and permitted non-audit and tax services that may be provided by our independent registered public accounting firm or other registered public accounting firms and establish policies and procedures for its pre-approval of permitted services in compliance with applicable SEC rules. As of the current date, our Audit Committee has not established pre-approval policies and procedures, and work performed by our independent pre-approved by our full Audit Committee on an engagement by engagement basis. Since our IPO, our Audit Committee approved all services provided by Deloitte & Touche LLP.

The purpose of our Audit Committee is to assist our Board with oversight of (i) the integrity of the Company’s financial statements, (ii) compliance with legal and regulatory requirements, (iii) the Company’s independent auditor’s qualifications and independence, and (iv) the performance of the Company’s independent auditor and internal audit function. Our Audit Committee’s principal responsibility is one of oversight. Our management is responsible for determining that our financial statements are complete, accurate, and in accordance with generally accepted accounting principles and establishing satisfactory internal control over financial reporting. The independent auditor is responsible for auditing our financial statements and the effectiveness of our internal control over financial reporting. Our internal and outside counsel are responsible for assuring compliance with laws and regulations and our corporate governance policies.

In the performance of its oversight function, our Audit Committee has:

Based on these reviews and discussions, we recommended to our Board the inclusion of the audited financial statements in the Company’s Annual Report on 10-K for the fiscal year ended February 2, 2020, as filed with the SEC on April 2, 2020.

THE AUDIT COMMITTEE
 
Sharon McCollam, Chair
Brian McAndrews
Michael Chang
James A. Star*

*Mr. Star was a member of our Audit Committee from June 13, 2019 through September 10, 2019.

Our Audit Committee has selected Deloitte & Touche LLP as our Company’s independent registered public accounting firm for the fiscal year ending January 31, 2021, subject to execution of a mutually agreeable engagement letter. Deloitte & Touche LLP has served as our auditor since 2017. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Although our Audit Committee charter and current law, rules, and regulations require our Audit Committee to engage, retain, and supervise our independent registered public accounting firm, our Board and Audit Committee value the opinions of our stockholders and consider the selection of such firm to be an important matter of stockholder concern. The selection of Deloitte & Touche LLP is accordingly submitted for ratification of stockholders as a matter of good corporate practice. If the stockholders fail to ratify this selection, our Board and Audit Committee will consider the outcome of the vote in determining whether to retain this firm for the fiscal year ending January 31, 2021. Even if the selection is ratified, our Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in the best interests of our Company and stockholders.

The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2021 requires the affirmative vote of a majority of the voting power of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon (meaning that, of the shares represented at the meeting and entitled to vote, a majority of them must vote “for” the proposal for it to be approved). You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal, and, thus, will have the same effect as a vote “Against” this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Since a significant portion of our executive compensation is variable, at risk, and tied directly to measurable performance objectives, we believe our executive compensation program is reasonable, competitive, and appropriately balances the goals of attracting, motivating, rewarding, and retaining individuals while directly aligning their interests with those of our stockholders. We believe the connection between pay and performance is evidenced by our strong financial performance during fiscal year 2019. Highlights of our 2019 financial performance include:

In fiscal year 2019, we introduced an annual STI plan for our NEOs and other senior leaders that was intended to establish a strong link between pay and performance, by rewarding the achievement of annual financial and strategic objectives. For fiscal year 2019, 100% of the STI payment was based on the achievement of pre-established company-level performance metrics, with no individual performance component. The performance metrics included net sales, adjusted EBITDA, free cash flow, and employee engagement. These metrics were selected because they provide a balance of both top-line and bottom-line financial goals. Our NEOs participate in the STI plan at a target payout of 100% of annual base salary, with a threshold payout of 50% and maximum payout of 150% of target. No STI payment is made if achievement of all performance goals is less than the threshold. With respect to the fiscal year 2019 STI plan in which our NEOs participated, the following table shows weighting, achievement level, weighted achievement with respect to each metric, and the total weighted achievement:

Based on the total weighted achievement of 111% of target, our NEO’s received the following STI payments related to fiscal year 2019:

We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. As such, the majority of our NEO total compensation opportunity is stock-based compensation designed to create a strong link between pay and performance. The realized value of these equity awards over time has a direct relationship to our stock price and establishes an incentive for our NEOs to create sustainable, long-term value for our stockholders, while retaining our NEOs in a highly competitive market.

Prior to our IPO, our NEOs held long-term equity incentive awards in one of our parent companies in the form of profits interest units. In connection with the consummation of our IPO, such profits interest units were cancelled and our NEOs received equity awards consisting of two types of RSUs: (1) RSUs granted on a fully vested basis on June 18, 2019, with deferred settlement on December 18, 2019, the date of our

underwriting lock-up expiration (“IPO RSUs”), and (2) Performance RSUs subject to a Service Condition and a Performance Condition. The Service Condition is satisfied 25% on the first anniversary of our IPO and an additional 12.5% each six-month period thereafter, subject to the NEO’s continued employment with us through the applicable vesting date. The Performance Condition is satisfied with respect to the percentage of Performance RSUs as and when the price per share of our Class A common stock specified below (each, a “Share Price Hurdle”) is achieved, on a weighted-average basis, on every trading day during a consecutive 45-trading day period completed prior to the fifth anniversary of the date of our IPO, subject to the NEO’s continued employment with us through the applicable vesting date.

Upon satisfaction of the Service Condition, the portion of the NEO’s Performance RSUs that will become vested is equal to the portion of the Performance RSUs with respect to which the Service Condition is then satisfied, multiplied by the Achievement Percentage as of such date. Upon achievement of a Share Price Hurdle, the portion of the NEO’s Performance RSUs that become vested is equal to the portion of the Performance RSUs with respect to which the Service Condition is satisfied, multiplied by the Achievement Percentage as of such date. Upon a “change in control” (as defined in our Plan), the Service Condition will be deemed satisfied and achievement of the Share Price Hurdle will be determined based on the price paid per share of Class A common stock in connection with the change in control.

Our NEOs are eligible to receive additional equity awards at the discretion of our Compensation Committee, but may or may not receive equity awards on an annual basis and, consequently, their compensation, as reported in the Summary Compensation Table below, may fluctuate materially from year to year depending on whether a grant was made in a particular year. Equity awards are subject to the provisions of any claw-back policy implemented by us to the extent set forth in such claw-back policy and/or in the applicable equity award agreement.

We have a 401(k) retirement savings plan for our employees, including our NEOs, who satisfy certain eligibility requirements. Under the 401(k) plan, eligible employees may defer receipt of portions of their eligible salaries, subject to certain limitations imposed by the Internal Revenue Code, by making contributions to the 401(k) plan. This plan provides for matching contributions made by us of 50% of the first 6% of an employee’s covered compensation. The employee becomes vested in our matching contribution ratably over a four-year period.

Our NEOs are eligible to receive the same employee benefits that are generally available to all of our full-time employees, subject to the satisfaction of certain eligibility requirements. This includes medical, dental, and vision benefits, flexible spending accounts, short-term and long-term disability insurance, life insurance, and accidental death and dismemberment insurance. Our employee benefits programs are designed to be affordable and competitive to the market in which we compete for talent.

We do not view perquisites or other personal benefits as a significant component of our executive compensation program. However, we have provided certain perquisites and other personal benefits in limited circumstances where we believe it is appropriate to assist a NEO in the performance of his or her duties, to make our NEOs more efficient and effective, for security purposes, and for recruitment, motivation, and retention purposes. During fiscal year 2019, none of our NEOs received material perquisites or other personal benefits that are not generally made available to all of our employees, with the exception of security services, which included a car and driver at times, periodically provided to our Chief Executive Officer, which we believe is necessary and appropriate.

Our NEOs did not participate in, or earn any benefits under, a non-qualified deferred compensation plan sponsored by us during fiscal year 2019.

Our NEOs did not participate in, or earn any benefits under, any defined benefit pension or retirement plan sponsored by us during fiscal year 2019 (other than the 401(k) plan as described above and in the Summary Compensation Table below).

Mr. Singh’s, Mr. Marte’s, and Ms. Helfrick’s respective employment agreements provide for certain severance benefits upon qualifying terminations. The compensation that Mr. Singh, Mr. Marte, or Ms. Helfrick could receive upon a qualifying termination or a change of control is described and quantified in the Potential Payments Upon Termination or Change of Control Table below. As of the end of fiscal year 2019, Mr. Mehta did not have an employment agreement. Other than as described above, our NEOs are not entitled to severance payments or benefits upon a termination of employment.

Our Company has not formally adopted a policy requiring minimum stock ownership by our NEOs since the majority of our NEO total compensation opportunity is stock-based compensation designed to link our focus on long-term performance with increasing stockholder value. Our Compensation Committee believes NEO compensation is aligned with the long-term interests of stockholders.

Under our Insider Trading Policy, our employees, including our NEOs and members of our Board, are prohibited from hedging or pledging our stock, engaging in short selling of our securities, trading in derivative securities of our Company, holding our securities in a margin account or otherwise pledging them as collateral for a loan.

Section 162(m) of the Internal Revenue Code places a limit of $1 million in compensation per year on the amount public companies may deduct with respect to certain executive officers. While the Tax Cuts and Jobs Act of 2017 reduces the amount of compensation companies may deduct under Section 162(m), our pay-for-performance philosophy remains central to our compensation program, even though some compensation awards could be non-deductible compensation expenses to our Company.

We follow ASC 718 for our stock-based compensation awards. ASC 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and independent members of our Board, including RSU awards, based on the grant date “fair value.” This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.

Our Compensation Committee has reviewed our compensation policies and practices to assess whether they encourage our NEOs to take inappropriate risk. Our Compensation Committee believes that the mix and design of the elements of executive compensation, individually or in their entirety, do not encourage NEOs to take inappropriate risks. The mix of fixed and variable compensation prevents undue focus on short-term results and is intended to align the long-term interests of our NEOs with those of our stockholders.

Our Compensation Committee has reviewed and discussed with management this Compensation Discussion and Analysis. Based on that review and discussion, we recommended to our Board that the CD&A be included in this Proxy Statement and incorporated into Chewy’s Annual Report on Form 10-K for the fiscal year ended February 2, 2020.

THE COMPENSATION COMMITTEE

Raymond Svider, Chair
Fahim Ahmed

The following table sets forth certain information with respect to outstanding equity awards as of February 2, 2020:

Mr. Singh, Mr. Marte, and Ms. Helfrick are each eligible for severance payments and benefits described in this section pursuant to their respective employment agreements. Mr. Singh entered into his employment agreement in May 2018, which was amended and restated in June 2019. Mr. Marte and Ms. Helfrick entered into their respective employment agreements in June 2019. All severance payments are contingent upon the executive’s timely execution and non-revocation of a general release of claims.

In the event the executive’s employment is terminated by us without “Cause” (as defined in the respective employment agreement) or, in the case of Mr. Singh, by him for “Good Reason” (as defined in his employment agreement) (each, a “qualifying termination”) not within three months before or twelve months following a “Change in Control” (as defined in the respective employment agreement), the executive is entitled to the following:

In the event Mr. Singh experiences a qualifying termination within three months before or 12 months following a “Change in Control,” Mr. Singh is entitled to the following:

In the event Mr. Marte or Ms. Helfrick experiences a qualifying termination within three months before or 12 months following a “Change in Control,” the executive is entitled to the following:

In the event Mr. Singh’s employment is terminated due to his death or “disability” (as defined in his employment agreement), Mr. Singh is entitled to 12 months of service credit with respect to any time- or service-based equity incentive awards (or if greater, service credit for 40% of the awards).

Mr. Singh’s, Mr. Marte’s, and Ms. Helfrick’s employment agreements also subject each of them to the following restrictive covenants: (i) during the “Restricted Period” (as defined in the respective employment agreement), a non-competition covenant, customer non-solicitation covenant, and an employee non-solicitation covenant and (ii) perpetual confidentiality and mutual non-disparagement covenants.

Each employment agreement includes an Internal Revenue Code Section 280G “best-net cutback” provision that provides in the event any payment or benefit provided under the employment agreement or any other arrangement with our Company or its affiliates constitutes “parachute payments” within the meaning of Section 280G of the Code, then such payments and/or benefits will either be (i) provided to the executive in full or (ii) be reduced to the extent necessary to avoid the excise tax imposed by Section 4999 of the Code, whichever results in the executive receiving a greater amount on an after-tax basis.

The following table discloses estimates of the potential payments and benefits, other than those available generally on a nondiscriminatory basis to all salaried employees, provided upon a Change in Control or termination of employment for each of the NEOs, calculated as if the Change in Control and/or termination of employment occurred on February 2, 2020.

As required by Section 14A of the Exchange Act, we are providing stockholders with the opportunity to approve, on an advisory basis, the compensation of our named executive officers as described in Compensation Discussion and Analysis and the Compensation Tables. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our executive compensation philosophy and practices, as discussed in this proxy statement. As discussed in those disclosures, our compensation programs are designed to align total executive compensation with Company performance while enabling us to attract, retain, and motivate executives who can achieve sustained long-term growth and strong financial performance for our stockholders. Our Compensation Committee continually reviews the compensation program for our named executive officers to ensure it achieves the desired goals of aligning our executive compensation structure with our stockholder interests.

Although the vote is nonbinding, our Board and Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for named executive officers.

The approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the voting power of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon (meaning that, of the shares represented at the meeting and entitled to vote, a majority of them must vote “For” the proposal for it to be approved). You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal, and, thus, will have the same effect as a vote “Against” this proposal. Broker non-votes will have no effect on the outcome of this proposal.

As required by Section 14A of the Exchange Act, we are providing stockholders with the opportunity to determine, on an advisory basis, the frequency with which they would like to provide an advisory vote on our named executive officer compensation. We are providing stockholders the option of selecting a frequency of one, two or three years. An annual advisory vote on named executive officer compensation will allow our stockholders to provide direct input on our compensation philosophy and practices as disclosed in the proxy statement every year. Therefore, our Board recommends that future votes on named executive officer compensation occur every year until the next frequency vote.

Although the vote is nonbinding, our Board and Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when determining how frequently we should conduct the named executive officer compensation vote going forward. However, because this vote is advisory and nonbinding, our Board may decide to hold an advisory vote on named executive officer compensation more or less frequently than the option approved by stockholders if it determines that such vote would be in the best interests of our Company and our stockholders.

The frequency, on an advisory basis, of the future votes on named executive officer compensation will be determined by a plurality of the votes of the shares present virtually or represented by proxy and entitled to vote thereon (meaning that the frequency receiving the highest number of votes cast for such frequency will be considered the frequency preferred by the stockholders). You may vote for “1-year,” “ 2-years,” “3-years,” or “Abstain.” You are not voting to approve or disapprove the Board’s recommendation on this proposal. If you vote to “Abstain,” your vote will not be counted and will have no effect on the outcome of this proposal. Broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the outcome of this proposal.

Our Company maintains a 52- or 53-week fiscal year, with our fiscal year ending each year on the Sunday that is closest to January 31 of that year. Our 2019 fiscal year ended February 2, 2020 and included 52 weeks (“Fiscal Year 2019”). Our 2018 fiscal year ended February 3, 2019 and included 53 weeks (“Fiscal Year 2018”).

To provide stockholders with additional information regarding our financial results, we disclose adjusted EBITDA, a non-GAAP financial measure that we calculate as net loss excluding depreciation and amortization; share based compensation expense and related taxes; income tax provision; interest income (expense), net; management fee expense; transaction and other costs. We have provided a reconciliation below of adjusted EBITDA to net loss, the most directly comparable GAAP financial measure.

We include adjusted EBITDA because it is a key measure used by our management and Board to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, the exclusion of certain expenses in calculating adjusted EBITDA facilitates operating performance comparability across reporting periods by removing the effect of noncash expenses and certain variable charges. Accordingly, we believe that adjusted EBITDA provides useful information to stockholders and others in understanding and evaluating our operating results in the same manner as our management and Board.

We believe it is useful to exclude non-cash charges, such as depreciation and amortization, share-based compensation expense and management fee expense from our adjusted EBITDA because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations. We believe it is useful to exclude income tax provision; interest income (expense), net; and transaction and other costs as these items are not components of our core business operations. Adjusted EBITDA has limitations as a financial measure, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

Because of these limitations, you should consider adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net loss and our other GAAP results.

The following table presents a reconciliation of net loss to adjusted EBITDA for each of the periods indicated.

We define adjusted EBITDA margin as adjusted EBITDA divided by net sales.

To provide stockholders with additional information regarding our financial results, we also disclose free cash flow, a non-GAAP financial measure that we calculate as net cash provided by (used in) operating activities less capital expenditures (which consist of purchases of property and equipment, including servers and networking equipment, capitalization of labor related to our website, mobile applications, and software development, and leasehold improvements). We have provided a reconciliation below of free cash flow to net cash provided by (used in) operating activities, the most directly comparable GAAP financial measure.

We include free cash flow because it is an important indicator of our liquidity as it measures the amount of cash we generate. Accordingly, we believe that free cash flow provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board.

Free cash flow has limitations as a financial measure, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. There are limitations to using non-GAAP financial measures, including that other companies, including companies in our industry, may calculate free cash flow differently. Because of these limitations, you should consider free cash flow alongside other financial performance measures, including net cash provided by (used in) operating activities, capital expenditures and our other GAAP results.

The following table presents a reconciliation of net cash provided by (used in) operating activities to free cash flow for each of the periods indicated.