DEF 14A of Chewy, Inc., May 24, 2024

DEF 14A of Chewy, Inc.

Filed May 24, 2024 · FY20230001140361-24-027439

Open on EDGAR

  1. Board of Directors

    Board of Directors Our Board’s responsibility is to oversee, on behalf of our stockholders, 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 twelve directors, divided into three classes with staggered three-year terms. Each class consists 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 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 their earlier death, resignation, retirement, disqualification, or removal. Our Board believes that the Board should possess a combination of skills, experiences, and backgrounds that are relevant to the key strategic and operational issues that the Board will oversee. Our Board is composed of a diverse group of individuals, with complementary skills, backgrounds, experiences, and perspectives to serve and guide our Company. Our directors are evaluated and selected based on, among other things, their integrity and character, independent judgment, track record of accomplishment in leadership roles, as well as their professional and corporate expertise, skills, and experience. Our Board is composed of directors that have collective backgrounds in finance and accounting, business operations, e-commerce, strategy, growth and transformation, corporate governance and compliance, technology and cybersecurity, retail and customer service, customer engagement and marketing, risk management, human capital management, healthcare, and other relevant areas to oversee our key strategic and operational issues. Many of our directors have experience serving on boards and board committees of other public companies and have an understanding of corporate governance practices and trends and different business processes, challenges, and strategies. The following chart reflects our directors’ current service on board and board committees of other public companies as of May 20, 2024.

  2. Board of Directors

    | Director Name | Public Company | Public Company | | Fahim Ahmed | Appgate, Inc. | | | Martin H. Nesbitt | American Airlines, Inc.(1)(4) | CenterPoint Energy, Inc. | | Lisa Sibenac | Appgate, Inc. | | | Sumit Singh | Booking Holdings, Inc.(2) | | | James A. Star | Equity Commonwealth(2)(3) | | | Raymond Svider | Altice USA, Inc.(1)(2) | GFL Environmental Inc. |

  3. Board of Directors

    | (1) Audit Committee Member |

  4. Board of Directors

    | (2) Compensation Committee Member |

  5. Board of Directors

    | (3) Nominating and Corporate Governance Committee Member |

  6. Board of Directors

    | (4) Corporate Governance & Public Responsibility Committee Member |

  7. Board of Directors

    | 8 | |

  8. Board of Directors

    The following charts reflect our Board’s gender and ethnic diversity and age mix as of May 20, 2024.

  9. Board of Directors

    | Gender / Ethnic Diverse Directors | Age Mix | | | |

  10. Board of Directors

    The following table sets forth select director information as of May 20, 2024:

  11. Board of Directors

    | Name | Age | Class | Director Since | Current Term Expires | Position | Committee Membership | | | | | | | | | | AC | CC | NCGC | | Marco Castelli(1) | 42 | I | 2022 | 2026 | Director | | | | | James Nelson(2) | 74 | I | 2021 | 2026 | Director | ☆ | | | | Martin H. Nesbitt(3) | 61 | I | 2020 | 2026 | Director | | | | | Raymond Svider(4) | 61 | I | 2019 | 2026 | Chairperson | | ☆ | ☆ | | Fahim Ahmed(5) | 45 | II | 2019 | 2024 | Director | | ✓ | ✓ | | Michael Chang(6) | 47 | II | 2019 | 2024 | Director | | | ✓ | | Kristine Dickson(7) | 46 | II | 2021 | 2024 | Director | ✓ | | | | James A. Star(8) | 63 | II | 2019 | 2024 | Director | ✓ | | | | Mathieu Bigand(9) | 33 | III | 2022 | 2025 | Director | | | | | David Leland(10) | 49 | III | 2019 | 2025 | Director | | | | | Lisa Sibenac(11) | 43 | III | 2019 | 2025 | Director | | | | | Sumit Singh(12) | 44 | III | 2019 | 2025 | Director and CEO | | | | | Number of fiscal year 2023 meetings | | | | | | 4 | 4 | 2 |

  12. Board of Directors

    | AC: Audit Committee | ☆ Committee Chairperson |

  13. Board of Directors

    | CC: Compensation Committee | ✓ Committee Member |

  14. Board of Directors

    NCGC: Nominating and Corporate Governance Committee

  15. Board of Directors

    | (1) Elected to our Board effective May 23, 2022. |

  16. Board of Directors

    | (2) Elected to our Board effective July 19, 2021, and appointed as Chairperson of our Audit Committee effective September 8, 2021. |

  17. Board of Directors

    | (3) Elected to our Board effective September 21, 2020. |

  18. Board of Directors

    | (4) Elected as Chairperson of our Board effective April 29, 2019, and appointed as Chairperson of both our Compensation and Nominating and Corporate Governance Committees effective June 13, 2019. |

  19. Board of Directors

    | (5) Elected to our Board effective April 29, 2019, and appointed as member of both our Compensation and Nominating and Corporate Governance Committees effective June 13, 2019. |

  20. Board of Directors

    | (6) Elected to our Board effective April 29, 2019, and appointed as member of our Nominating and Corporate Governance Committee effective June 13, 2019. |

  21. Board of Directors

    | (7) Elected to our Board and as a member of our Audit Committee effective July 14, 2021. |

  22. Board of Directors

    | (8) Elected to our Board effective June 13, 2019, and appointed as a member of our Audit Committee effective May 29, 2020. |

  23. Board of Directors

    | (9) Elected to our Board effective September 14, 2022. |

  24. Board of Directors

    | | 9 |

  25. Board of Directors

    | (10) Elected to our Board effective September 10, 2019. |

  26. Board of Directors

    | (11) Elected to our Board effective April 29, 2019. |

  27. Board of Directors

    | (12) Elected to our Board effective April 29, 2019. |

  28. Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting

    Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting Fahim Ahmed. Mr. Ahmed currently serves as Partner at BC Partners, an international investment firm that specializes in the investment of assets under management in private equity, private debt, and real estate, where he also serves as the Chief Operating Officer and is a member of the Management Committee. Before joining BC Partners in 2006, Mr. Ahmed served as a consultant at Boston Consulting Group, a management consulting company, from 2004 to 2006 and from 2000 to 2002. Mr. Ahmed currently serves on the boards of Appgate, Inc. (“Appgate”), a technology company; Presidio Inc. (“Presidio”), an information technology services company; and PetSmart LLC (“PetSmart”), a pet products and services retailer. He previously served as a director of Cyxtera Technologies, Inc. (“Cyxtera Technologies”), a technology company, from 2021 to 2024; and Suddenlink Communications, a telecommunications company from November 2012 to June 2016. 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 extensive accounting, compensation, and finance experience, and in-depth knowledge of the retail, telecommunications, and technology industries. Michael Chang. Mr. Chang currently serves as Partner at BC Partners. Before joining BC Partners in 2009, Mr. Chang served as Principal of JLL Partners, LLC, a private equity firm, from 1999 to 2009. Mr. Chang currently serves on the boards of Zest Dental Solutions, a dental products manufacturer; Women’s Care Enterprises, LLC (“Women’s Care Enterprises”), a health services company; CeramTec GmbH, a manufacturer and supplier of technical ceramics; 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 extensive finance experience, and in-depth knowledge of the healthcare and retail industries. Kristine Dickson. Ms. Dickson currently serves as Chief Financial Officer of Lead Bank, a commercial bank, since September 2022. From 2016 to 2022, Ms. Dickson served as Chief Financial Officer of Lehman Brothers Holdings Inc. (“LBH”), a financial services company, and from 2012 to 2015, Ms. Dickson served as Chief Administrative Officer of LBH. From 2001 to 2012, Ms. Dickson served in roles of increasing responsibility at Willis Towers Watson PLC (“WTW”), a professional consulting and services company, including as Northeast Regional Financial Officer from 2008 to 2012, Director of Financial Planning & Analysis from 2006 to 2008, and Mergers & Acquisitions from 2001 to 2006. Prior to WTW, Ms. Dickson served in the Mergers & Acquisitions and Telecom Investment Banking groups at Citigroup, Inc. (“Citigroup”), a financial services company. Ms. Dickson holds a Bachelor of Science degree in computer systems engineering from Stanford University. Ms. Dickson’s individual qualifications and background as a director include knowledge of accounting, finance, human resources, risk management, and transactional experience, and in-depth knowledge of the financial services industry. James A. Star. Mr. Star previously served as Executive Chairman of Longview Asset Management LLC (“Longview”), a multi-strategy investment firm that invests on behalf of individuals, trusts, and charitable foundations from 2019 until his retirement in October 2023. From 2003 to 2019, he served as President and Chief Executive Officer of Longview. Mr. Star also served as Vice President of Henry Crown and Company, a private family office affiliated with Longview, from 1994 to October 2023. Mr. Star currently serves as a trustee of Equity Commonwealth, a publicly-traded real estate investment trust, where he chairs the nominating and governance committee and is a member of the compensation committee. He is a director of the Atreides Foundation Fund Ltd and V-Square Quantitative Management LLC, each an asset management firm. From 2016 to 2018, Mr. Star served as a director of Allison Transmissions Holdings Inc., a manufacturer for vehicle products, and from 2014 to 2019, as a director of the holding company of PetSmart. He 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

  29. Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting

    | 10 | |

  30. Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting

    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 extensive accounting, compliance, corporate governance, finance, and investment experience, and in-depth knowledge of the e-commerce and retail industries.

  31. Directors Continuing in Office Until the 2025 Annual Meeting

    Directors Continuing in Office Until the 2025 Annual Meeting Mathieu Bigand. Mr. Bigand currently serves as Director at BC Partners. Before joining BC Partners in 2019, Mr. Bigand served in the Investment Banking division at Goldman Sachs Group, Inc., a financial services company, from 2014 to 2019, where he focused on the technology, media, and telecommunications spaces. Mr. Bigand also currently serves on the board of Women's Care Enterprises and Presidio. Mr. Bigand holds a Master in Management degree from HEC Paris and Bachelor in Mathematics degree from Paris 1 Panthéon-Sorbonne University. Mr. Bigand’s individual qualifications and background as a director include extensive accounting, international, and venture capital experience, and experience with e-commerce, healthcare, and retail industries. David Leland. Mr. Leland currently serves as Partner 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 and from 2000 to 2018, Mr. Leland served at Citigroup with a focus on leveraged finance, most recently as Managing Director in the Capital Markets Originations Group. Mr. Leland also currently serves on the board of GardaWorld Corporation (“GardaWorld”), a security services company. 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 extensive accounting, compliance, and finance experience. Lisa Sibenac. Ms. Sibenac currently serves as Managing Director at BC Partners in Portfolio Operations. Before joining BC Partners in 2017, Ms. Sibenac served in various management positions at Amazon, Inc. (“Amazon”), an international retailer, from 2012 to 2017. Prior to that, she served in technical and commercial leadership roles at Lockheed Martin Corporation, a security and aerospace company, from 2003 to 2010. Ms. Sibenac currently serves on the board of Appgate since May 2022 and Madison Logic, Inc. (“Madison Logic”), a digital marketing company, since November 2023, and previously served on the board of GFL Environmental Inc. (“GFL Environmental”), a waste management company, from 2018 to 2020. 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 knowledge of business operations, customer engagement, and technology, and in-depth knowledge of the e-commerce and retail industries. Sumit Singh. Mr. Singh currently serves as Chief Executive Officer of Chewy since March 2018 and as director since April 2019. He also served as Chief Operating Officer of Chewy from September 2017 to March 2018. In 2020, he was inducted into the Bloomberg 50 List of Global Leaders. Prior to joining Chewy, Mr. Singh held senior leadership positions at Amazon from 2013 to 2017. Prior to Amazon, Mr. Singh served in senior management positions at Dell Technologies, Inc., a technology company. Mr. Singh has served on the board of directors of Booking Holdings Inc., a provider of online travel and related services, since April 2022 and on its compensation committee since June 2023. Mr. Singh holds a Bachelor of Technology degree from Punjab Technical University and a Master degree in Engineering from the University of Texas at Austin, where he was inducted into the Academy of Distinguished Alumni for outstanding achievement in 2019, and now serves on the University of Texas Engineering Advisory Board. He also holds 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 in-depth knowledge of our challenges and opportunities, the e-commerce and retail sectors, and extensive operational and strategic experience.

  32. Directors Continuing in Office Until the 2025 Annual Meeting

    | | 11 |

  33. Directors Continuing in Office Until the 2026 Annual Meeting

    Directors Continuing in Office Until the 2026 Annual Meeting Marco Castelli. Mr. Castelli currently serves as Partner at BC Partners. Before joining BC Partners in 2006, Mr. Castelli served as a management consultant at Bain & Company, a management consulting company, from January 2005 to August 2006. Mr. Castelli currently serves on the boards of Forno d’Asolo S.p.A., a manufacturing company; DentalPro, a dental care and services company; and Cigierre – Compagnia Generale Ristorazione S.p.A., a restaurant developer. Mr. Castelli holds a Master of Business Administration degree from the University of Chicago, Booth School of Business and a degree in Business Administration from Bocconi University in Italy. Mr. Castelli’s individual qualifications and background as a director include extensive finance, investments, and venture capital experience. James Nelson. Mr. Nelson currently serves as Senior Advisor of MGM Resorts International, an entertainment and hospitality company since March 2024. He previously served as Chief Executive Officer of Global Net Lease, Inc. (“GNL”), a publicly-traded real estate investment trust, from July 2017 to March 2024, where he also served as a director of GNL from March 2017 to March 2024. 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 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. From 2021 to 2023, Mr. Nelson served as a director of Xerox Holdings Corporation (“Xerox”), a technology product and services company, and as Chairman of Xerox from 2022 to 2023. Mr. Nelson previously served on the board of directors of other publicly-traded companies including Roman DBDR Tech Acquisition Corp, a special purpose acquisition company, from 2020 to 2021; Herbalife Nutrition Ltd., a nutritional products retailer, from 2014 to 2021; Caesars Entertainment, Inc., a hotel and casino entertainment company, from 2019 to 2020; Icahn Enterprises G.P. Inc., the general partner of Icahn Enterprises L.P., a diversified holding company, from 2001 to 2019; and New York REIT, Inc., a real estate investment trust, from 2015 to 2017. Mr. Nelson’s individual qualifications and background as a director include public company board experience and extensive accounting, compliance, environmental, finance, risk management, technology, and operational and strategic experience as chief executive officer of various companies. Martin H. Nesbitt. Mr. Nesbitt currently serves as Co-Chief Executive Officer of The Vistria Group, LLC (“Vistria”), an investment firm focused on the education, healthcare, and financial services industries, a position he has held since 2012. From 1996 to 2012, Mr. Nesbitt was cofounder and Chief Executive Officer of TPS Parking Management, LLC (“TPS Parking”), an owner and operator of off-airport parking facilities. Prior to TPS Parking, Mr. Nesbitt served as an officer of the Pritzker Realty Group, L.P. and as Investment Manager at LaSalle Partners, each a commercial real estate firm. Mr. Nesbitt currently serves on the board of directors of American Airlines Group Inc., a network air carrier that provides air transportation for passengers and cargo, since 2015 (where he serves as a member of the audit committee and the corporate governance and public responsibility committee); and CenterPoint Energy, Inc., an electric and natural gas utility, since 2018. From 2011 to 2021, Mr. Nesbitt served as a director of Jones Lang LaSalle Incorporated, a commercial real estate services company; and from 2013 to 2018, he was a director of Norfolk Southern Corp., a transportation company. Mr. Nesbitt currently serves as a trustee of Chicago Museum of Contemporary Art and is the former chairman of the board of the Chicago Housing Authority and a former board member of the Chicago 2016 Olympic Committee. Mr. Nesbitt holds a Master of Business Administration degree from the University of Chicago, Booth School of Business, and a Bachelor of Science degree and honorary doctorate from Albion College. Mr. Nesbitt’s individual qualifications and background as a director include public company board experience and extensive accounting, compliance, environmental, finance, risk management, and operational and strategic experience as chief executive officer and founder of various companies. Raymond Svider. Mr. Svider currently serves as Partner and Chairman of BC Partners and as Chairman of the Executive Committee of BC Partners. Since Mr. Svider joined BC Partners in 1992, he has led investments in various sectors, including consumer and retail, technology, media and telecom,

  34. Directors Continuing in Office Until the 2026 Annual Meeting

    | 12 | |

  35. Directors Continuing in Office Until the 2026 Annual Meeting

    healthcare, industrials, and business services. He currently holds the role of Non-Executive Chairman of PetSmart since March 2015; Chairman of the board of Valtech SE, a technology company, since October 2021; Chairman of the board of Keter Group Holding Sarl, a resin-based outdoor furniture manufacturing company, since November 2022; and Chairman of the of the board of Madison Logic, since December 2022. He serves on the boards of Altice USA, Inc., a technology company, since 2017 (where he chairs the compensation committee and is a member of the audit committee); EAB Global, Inc., an educational technology company, since June 2017; GardaWorld since October 2019; GFL Environmental since 2020; NAVEX Global, Inc., a technology company, since May 2018; and the board of the holding company of Presidio since December 2019. Mr. Svider previously served as a director of Appgate; Intelsat S.A.; Accudyne Industries LLC; Cyxtera Technologies; 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, Booth School of Business, 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 business acumen and leadership experience and make him particularly well-suited for the roles of Chairperson of our Board and Chairperson of our Compensation and Nominating and Corporate Governance Committees.

  36. Compensation Committee

    | (ii) reviewing director compensation and benefits for service on our Board, and making recommendations for modification; |

  37. Director Compensation

    Director Compensation We annually review the amount of annual compensation for Board and committee service for our independent directors. Pursuant to our Director Compensation and Educational Expense Reimbursement Policy, the amount of annual compensation for our independent directors is as follows:

  38. Director Compensation

    | • | $250,000 for service as a Board member payable 25% in cash and 75% in time-based restricted stock units (“Director RSUs”); |

  39. Director Compensation

    | • | $20,000 for service as a committee chairperson, payable in cash; and |

  40. Director Compensation

    | • | $10,000 for service as a committee member, payable in cash. |

  41. Director Compensation

    Each independent director who serves as the chairperson of a committee receives an annual service fee as a committee member and as the chairperson. Fees paid in cash are generally paid in arrears. Director RSUs are granted to each independent director after our Company’s annual stockholder meeting and vest the earlier of (i) the date of our next annual stockholder meeting or (ii) one year from the date of grant, each subject to the independent director’s continued service as a director on our Board through the vesting date. Directors that join our Board on a date other than our annual stockholder meeting receive a pro-rated amount of the annual cash compensation and Director RSUs. The Board occasionally establishes committees of limited duration for special purposes. When a special committee is established, the Board will determine whether to provide non-employee directors with additional compensation for service on such committee based on the expected duties of the committee, the anticipated number and length of any committee meetings, and other factors the Board may deem relevant. We reimburse our directors for reasonable travel expenses relating to Board meetings and up to $7,000 for director educational expenses for each twelve-month period between annual stockholder meetings. We also extend our employee discount to our directors, allowing them to receive a 20% discount on most Chewy orders. Our Director Compensation and Educational Expense Reimbursement Policy was designed to attract and retain high quality independent directors and is periodically reviewed by our Compensation Committee and Nominating and Corporate Governance Committee. Our independent directors are subject to stock ownership requirements as set forth below under section entitled “Stock Ownership Guidelines.”

  42. 2023 Director Compensation

    2023 Director Compensation The following table provides information regarding compensation of our independent directors for their service as a director for Fiscal Year 2023. Non-independent directors received no compensation for their service as a director. Mr. Singh serves as a director and as Chief Executive Officer of the Company. His compensation is shown in the table entitled “Summary Compensation Table” and the related tables under the section entitled “Compensation Tables”.

  43. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Kristine Dickson(3) | 122,500 | 184,952 | 307,452 | | James Nelson(4) | 292,500 | 184,952 | 477,452 | | Martin H. Nesbitt(5) | 112,500 | 184,952 | 297,452 | | James A. Star(6) | 72,500 | 184,952 | 257,452 |

  44. 2023 Director Compensation

    | (1) The amounts reflected in this column represent the grant date fair value of the awards made in Fiscal Year 2023, as computed in accordance with Topic 718, Compensation—Stock Compensation, of the Accounting Standards Codification of the Financial Accounting Standards Board (“ASC 718”). For a discussion of the assumptions used in the calculation of the grant date fair value, refer to Part II, Item 8 “Financial Statements and Supplementary Data–Note 11 – Share-Based Compensation” of our Annual Report on Form 10-K for Fiscal Year 2023. |

  45. 2023 Director Compensation

    | 18 | |

  46. 2023 Director Compensation

    | (2) Amounts shown do not reflect compensation actually received by the director, and there can be no assurance that these amounts will ever be realized by the director. Each independent director received a grant of Director RSUs in an amount equal to 75% of their annual retainer divided by the 20-day average closing price of the Company’s Class A common stock for the 20 trading days immediately preceding the grant date, rounded to the nearest whole share. |

  47. 2023 Director Compensation

    | (3) Ms. Dickson was granted 4,880 Director RSUs in Fiscal Year 2023, settlement of which will be deferred until the first to occur of (i) her termination of service, (ii) her death or disability, or (iii) a Change in Control, as defined in our 2022 Omnibus Incentive Plan (the “2022 Plan”). The Director RSUs vest on the date of the Annual Meeting, subject to her continued service with the Company. Ms. Dickson received a cash fee of $50,000 for her service on a special committee. |

  48. 2023 Director Compensation

    | (4) Mr. Nelson was granted 4,880 Director RSUs in Fiscal Year 2023. The Director RSUs vest on the date of the Annual Meeting, subject to his continued service with the Company. Mr. Nelson received a cash fee of $200,000 for his service on a special committee. |

  49. 2023 Director Compensation

    | (5) Mr. Nesbitt was granted 4,880 Director RSUs in Fiscal Year 2023. The Director RSUs vest on the date of the Annual Meeting, subject to his continued service with the Company. Mr. Nesbitt received a cash fee of $50,000 for his service on a special committee. |

  50. 2023 Director Compensation

    | (6) Mr. Star was granted 4,880 Director RSUs in Fiscal Year 2023. The Director RSUs vest on the date of the Annual Meeting, subject to his continued service with the Company. |

  51. PROPOSAL 1: Election of Directors

    PROPOSAL 1: Election of Directors There are four directors in class II with terms of office expiring at our Annual Meeting. Our Nominating and Corporate Governance Committee has recommended, and our Board has approved, Fahim Ahmed, Michael Chang, Kristine Dickson, and James A. Star as nominees for election as directors at the Annual Meeting. Each of the nominees possesses the qualifications, qualities, skills, and other expertise necessary to serve on our Board. If elected at the Annual Meeting, each of these nominees would serve until the 2027 annual meeting of stockholders or until their successor has been duly elected and qualified, or, if sooner, until their earlier death, resignation, retirement, disqualification, or removal. Mr. Ahmed, Mr. Chang, Ms. Dickson, and Mr. Star are currently directors of Chewy, and each of them was appointed by our Board. Additional information regarding these nominees is set forth above under the heading Board of Directors. 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 four 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.

  52. PROPOSAL 1: Election of Directors

    | FOR ✔ | OUR BOARD, UPON RECOMMENDATION OF OUR NOMINATING AND CORPORATE GOVERNANCE COMMITTEE, RECOMMENDS A VOTE “FOR” ALL OF THE NOMINEES NAMED ABOVE. |

  53. PROPOSAL 1: Election of Directors

    | 24 | |

  54. Compensation Discussion and Analysis

    Compensation Discussion and Analysis This Compensation Discussion and Analysis (“CD&A”) describes the material elements of our executive compensation program for Fiscal Year 2023 and provides an overview of our compensation philosophy and objectives for our named executive officers (“NEOs”). Our executive compensation program is designed to align total compensation with Company performance, while enabling us to attract, retain, and motivate individuals who can achieve sustained long-term growth and strong financial performance for our stockholders. Our executive compensation program (i) provides our NEOs with total compensation to avoid the disruption and expense associated with unintended departures, (ii) motivates and rewards our NEOs for our success in dynamic and competitive markets, and (iii) aligns the interests of our NEOs with those of our stockholders. Our pay-for-performance compensation philosophy and practices are intended to increase stockholder value. As a result, NEO compensation is heavily weighted towards providing equity awards that incentivize long-term stock price appreciation. Our long-term incentive (“LTI”) plan provides equity awards that may be subject to a service-based vesting condition (the “Service Condition”), a performance-based vesting condition (the “Performance Condition”), or both a Performance Condition and Service Condition to promote long-term stockholder value creation (equity awards subject to a Service Condition, “Service RSUs” and equity awards subject to a Performance Condition and Service Condition, “Performance RSUs”). Our STI program focuses on annual strategic metrics to grow sales and improve profitability. Two of our NEOs who facilitated our IPO retired in Fiscal Year 2023 and our executive compensation program contributed to executive succession planning. Our executive compensation for Fiscal Year 2023 was determined in the first quarter of 2023, with the exception of the CEO’s compensation, which was determined in January 2024. Our NEOs for Fiscal Year 2023 were the following:

  55. Peer Group

    Peer Group The Compensation Committee reviews publicly available compensation information from peer companies when establishing compensation levels for our NEOs. In developing our peer group compensation decisions, we seek to include organizations that are similarly positioned as Chewy, with an emphasis on e-commerce, retail, and technology organizations. The peer group companies are selected using certain criteria including, maintaining operations in the United States, trading equity on a stock exchange, and maintaining revenue within 50% to 200% of Chewy. The following companies comprised our peer group for purposes of setting our executive compensation for Fiscal Year 2023:

  56. Peer Group

    | Airbnb, Inc. | Expedia Group, Inc. | | Bath & Body Works, Inc. | Netflix, Inc. | | Best Buy Co., Inc. | Spotify Technology S.A. | | Booking Holdings, Inc. | Tractor Supply Company | | Carvana Co. | ULTA Beauty, Inc. | | DICK’s Sporting Goods, Inc. | Wayfair Inc. | | DoorDash, Inc. | Zoom Video Communications, Inc. | | eBay Inc. | |

  57. Role of Compensation Consultant

    Role of Compensation Consultant Management has engaged Willis Towers Watson PLC (“WTW”) as its independent compensation consultant to provide advice regarding compensation decisions for our executive officers. WTW assists management in evaluating our compensation objectives, obtaining market information, and designing various aspects of our compensation program. Specific responsibilities for 2023 included benchmarking NEO positions, assistance setting 2023 STI program and LTI plan metrics based on competitive market practices, and validation of Chewy’s peer group. Management has the sole authority to appoint, retain, or replace the independent compensation consultant. In Fiscal Year 2023, WTW was paid approximately $270,000 in aggregate fees for all services provided. WTW’s engagement does not raise any conflict of interest pursuant to SEC rules and the NYSE listing standards.

  58. Annual Short-Term Incentive

    Annual Short-Term Incentive In Fiscal Year 2023, we continued our annual STI program for our NEOs that is intended to establish a strong link between pay and performance by rewarding the achievement of annual financial and strategic objectives. 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 goals related to net sales and adjusted EBITDA margin. These performance metrics were selected because they provide a balance of both top-line and bottom-line financial goals while also incenting responsible cash utilization. Our NEOs participate in the STI program at a target payout of 75% to 150% of eligible earnings, with a threshold payout of 50% and maximum payout of 200% of target to provide an additional incentive to meet or exceed the maximum threshold and to align our practice with the prevailing market practice. In Fiscal Year 2023, we changed the target payout for certain of our NEOs. This change consisted of a target payout of 150% for Mr. Singh (from 100%) and 75% for Ms. Bowman (from 45%) to better align their targets in their roles with market competitive levels. No STI payment is made if achievement of all performance goals is less than the threshold. In Fiscal Year 2023, we removed free cash flow as a performance metric as recommended by our compensation consultant. The following table shows weighting, achievement level, weighted achievement with respect to each metric, and the total weighted achievement for the Fiscal Year 2023 STI program:

  59. Annual Short-Term Incentive

    | Metric | Weighting | Achievement (% of Target) | Weighted Achievement | | Net Sales Growth | 50% | 62% | 31% | | Adjusted EBITDA Margin | 50% | 200% | 100% | | Total | 100% | | 131% |

  60. Annual Short-Term Incentive

    | 34 | |

  61. Annual Short-Term Incentive

    Mr. Marte, Ms. Helfrick, and Mr. Morant did not receive a STI payment in Fiscal Year 2023 because of their departures during Fiscal Year 2023. Based on a total weighted achievement of 131% of target, our NEOs received the following STI payments for Fiscal Year 2023:

  62. Annual Short-Term Incentive

    | NEO | Eligible Earnings(1) | Target % of Eligible Earnings | Award at Target | Achievement | Payout | | Sumit Singh | $1,200,000 | 150% | $1,800,000 | 131% | $2,358,000 | | Mario Marte | $595,000 | 100% | $595,000 | —% | $0 | | Stacy Bowman | $400,000 | 75% | $300,000 | 131% | $393,000 | | Satish Mehta | $475,000 | 100% | $475,000 | 131% | $622,250 | | Susan Helfrick | $450,000 | 100% | $450,000 | —% | $0 | | Michael Morant | $450,000 | 100% | $450,000 | —% | $0 |

  63. Annual Short-Term Incentive

    | (1) Eligible Earnings means the portion of the NEO’s base salary earned while in a STI eligible position and excludes any one-off bonus or other types of compensation. For Fiscal Year 2023, Eligible Earnings for our NEOs equaled their respective base salary. NEOs that departed the Company during Fiscal Year 2023 did not receive a STI payment. |

  64. Annual Short-Term Incentive

    STI payments for Fiscal Year 2023 were determined and paid to the NEOs during Fiscal Year 2024 and are included in the Non-Equity Incentive Plan Compensation column of the 2023 Summary Compensation Table.

  65. Long-Term Equity Incentives

    Long-Term Equity Incentives We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. As such, most of the total compensation for our NEOs 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. As a variable and at-risk component of compensation, the amount realized from equity compensation will vary based on the long-term performance of the Company. Performance RSUs are only earned if the Performance Condition is achieved over the applicable performance periods and Service RSUs are only earned if the NEO satisfies the Service Condition. The Performance RSUs for our NEOs include goals related to net sales, adjusted EBITDA margin, and free cash flow, each with a threshold payment of 50%. The amount of the Performance RSUs are weighted 50% for net sales, 30% for adjusted EBITDA margin, and 20% for free cash flow. In connection with the consummation of our IPO, some of our NEOs received equity awards including Performance RSUs. The Service Condition was satisfied with respect to 25% of the Performance RSUs on the first anniversary of our IPO and was satisfied on a continuing basis with respect to an additional 12.5% of the Performance RSUs on each six-month anniversary thereafter, subject to the NEO’s continued employment with the Company through the applicable vesting date. The Performance Condition has been satisfied in full based on the achievement of share price hurdles set at the time of grant. Upon satisfaction of the Service Condition, the portion of the NEO’s Performance RSUs that vested was equal to the portion of the Performance RSUs with respect to which the Service Condition was satisfied. These equity awards fully vested in Fiscal Year 2023. Outlined below are additional equity awards received by our NEOs in Fiscal Year 2023 and Fiscal Year 2024 prior to the Record Date. In January 2024, Mr. Singh was granted 1,342,314 RSUs and 268,078 PRSUs in connection with performance awards and retention purposes. With respect to 1,074,236 RSUs, 41% vested on February 1, 2024, 11% vested on May 1, 2024, 11% will vest on December 1, 2024, 34% will vest on February 1, 2025, and 3% will vest on February 1, 2026. With respect to 268,078 RSUs, 25% vested on February 1, 2024, and 12.5% will vest on each six-month anniversary thereafter, subject to Mr. Singh’s continued employment with the Company through the applicable vesting date. The PRSUs granted in January 2024 will vest on February 1, 2026, subject to the satisfaction of certain Company performance

  66. Long-Term Equity Incentives

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  67. Long-Term Equity Incentives

    conditions and Mr. Singh’s continued employment through the vesting date. Mr. Singh will be eligible to receive between 0% and 200% of the target PRSUs, depending on the extent to which certain Company Performance Conditions are met during Fiscal Year 2023. In April 2024, Mr. Singh was granted 829,793 RSUs and 628,661 PRSUs in connection with performance awards and retention purposes. With respect to the RSUs, 18.94% will vest on February 1, 2025, 16.85% will vest on May 1, 2025, 4.74% will vest on August 1, 2025, 4.74% will vest on November 1, 2025, 12.12% will vest on December 1, 2025, 4.74% will vest on February 1, 2026, and 4.74% will vest on each three-month anniversary thereafter, subject to Mr. Singh’s continued employment with the Company through the applicable vesting date. The PRSUs granted in April 2024 will vest on February 1, 2027, subject to the satisfaction of certain Company performance conditions and Mr. Singh’s continued employment through the vesting date. Mr. Singh will be eligible to receive between 0% and 200% of the target PRSUs, depending on the extent to which certain Company Performance Conditions are met during Fiscal Year 2024. In April 2023, Mr. Mehta was granted 223,206 RSUs and 54,109 PRSUs in connection with performance awards for retention purposes. With respect to 54,109 of the RSUs, 25% vested on February 1, 2024 and 12.5% will vest on each six-month anniversary thereafter, subject to Mr. Mehta’s continued employment with the Company through the applicable vesting date. With respect to 169,097 of the RSUs, 52% vested on February 1, 2024, 44% will vest on February 1, 2025, and 4% will vest on February 1, 2026, subject to Mr. Mehta’s continued employment with the company through the applicable vesting date. The PRSUs granted in April 2023 vest on February 1, 2026, subject to the satisfaction of certain Company performance conditions and Mr. Mehta’s continued employment through the vesting date. Mr. Mehta will be eligible to receive between 0% and 200% of the target PRSUs, depending on the extent to which certain Company Performance Conditions are met during Fiscal Year 2023. In January 2024, Mr. Mehta was granted 41,110 RSUs in connection with retention purposes. 50% of the RSUs will vest on May 1, 2024 and 50% will vest on December 1, 2024. In April 2024, Mr. Mehta was granted 156,744 RSUs and 126,889 PRSUs in connection with performance awards and retention purposes. With respect to the RSUs, 20.24% will vest on February 1, 2025, 14.58% will vest on May 1, 2025, 5.06% will vest on August 1, 2025, 5.06% will vest on November 1, 2025, 9.52% will vest on December 1, 2025, 5.06% will vest on February 1, 2026 and 5.06% will vest on each three-month anniversary thereafter, subject to Mr. Mehta’s continued employment with the Company through the applicable vesting date. The PRSUs granted in April 2024 vest on February 1, 2027, subject to the satisfaction of certain Company performance conditions and Mr. Mehta’s continued employment through the vesting date. Mr. Mehta will be eligible to receive between 0% and 200% of the target PRSUs, depending on the extent to which certain Company Performance Conditions are met during Fiscal Year 2024. In April 2023, Mr. Morant was granted 10,885 RSUs and 2,288 PRSUs in connection with performance awards and retention purposes. With respect to 6,865 RSUs, 25% were scheduled to vest on February 1, 2024 and 12.5% were scheduled to vest on each six-month anniversary thereafter, subject to Mr. Morant’s continued employment with the Company through the applicable vesting date. With respect to 4,020 RSUs, 50% were scheduled to vest on each of February 1, 2024 and February 1, 2025. The PRSUs granted in April 2023 were scheduled to vest on February 1, 2026, subject to the satisfaction of certain Company performance conditions and Mr. Morant’s continued employment through the vesting date. Mr. Morant was eligible to receive between 0% and 200% of the target PRSUs, depending on the extent to which certain Company performance-based vesting conditions are met during Fiscal Year 2023. In July 2023, Mr. Morant was awarded 95,604 RSUs in connection with his promotion to General Counsel and Secretary. As a result of Mr. Morant’s passing, the Board of Directors approved the acceleration of 51,966 RSUs which vested on August 25, 2023. The remaining 77,695 RSUs were forfeited. In April 2023, Ms. Bowman was granted 42,616 RSUs and 3,484 PRSUs in connection with performance awards and retention purposes. With respect to 10,453 RSUs 25% vested on February 1, 2024 and 12.5% will vest on each six-month anniversary thereafter, subject to Ms. Bowman’s continued employment with the

  68. Long-Term Equity Incentives

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  69. Long-Term Equity Incentives

    Company through the applicable vesting date. With respect to 32,163 RSUs, 100% vested on April 1, 2024. The PRSUs granted in April 2023 vest on February 1, 2026, subject to the satisfaction of certain Company performance conditions and Ms. Bowman’s continued employment through the vesting date. Ms. Bowman will be eligible to receive between 0% and 200% of the target PRSUs, depending on the extent to which certain Company Performance Conditions are met during Fiscal Year 2023. In April 2024, Ms. Bowman was granted 24,518 RSUs and 8,173 PRSUs in connection with performance awards and retention purposes. With respect to the RSUs, 25% will vest on February 1, 2025 and 6.25% will vest on each three-month anniversary thereafter, subject to Ms. Bowman’s continued employment with the Company through the applicable vesting date. The PRSUs granted in April 2024 vest on February 1, 2027, subject to the satisfaction of certain Company performance conditions and Ms. Bowman’s continued employment through the vesting date. Ms. Bowman will be eligible to receive between 0% and 200% of the target PRSUs, depending on the extent to which certain Company Performance Conditions are met during Fiscal Year 2024. Mr. Marte and Ms. Helfrick retired in Fiscal Year 2023 and did not receive any additional equity awards. 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 2023 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 the Company’s Clawback Policy and other policies implemented by the Company and/or in the applicable equity award agreement.

  70. Non-qualified Deferred Compensation

    Non-qualified Deferred Compensation We introduced a non-qualified deferred compensation plan (the “NQDCP”) in Fiscal Year 2023 and provide eligible employees the opportunity to defer compensation into the NQDCP. There are no employer contributions to the NQDCP. The NQDCP permits eligible employees to defer up to 50% of base salary and up to 80% of STI on a tax-advantaged basis. Amounts contributed by eligible employees to the NQDCP are fully vested at the time of contribution. As part of the NQDCP deferral election, the

  71. Non-qualified Deferred Compensation

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  72. Non-qualified Deferred Compensation

    participant decides whether to receive distributions at a set date or upon the earliest of the participant’s death, disability, retirement, or separation from service or a change in control. Distributions from the participant’s account may generally be made either in a lump sum or consecutive annual installments over a period that may be between two years and ten years (or up to fifteen years for retirement-related distributions). The NQDCP is administered by our 401(k) Plan Administrative Committee. Although not legally required, we have chosen to fund the NQDCP liability by means of a rabbi trust. Mr. Mehta participated in the NQDCP in Fiscal Year 2023.

  73. Pension Benefits

    Pension Benefits Our NEOs did not participate in, or earn any benefits under, any defined benefit pension or retirement plan sponsored by us during Fiscal Year 2023 (other than the 401(k) Plan as described above and in the 2023 Summary Compensation Table below).

  74. Severance Benefits

    Severance Benefits Mr. Singh’s, Mr. Marte’s, and Ms. Helfrick’s respective employment agreements provide for certain severance benefits upon qualifying terminations. As of the end of Fiscal Year 2023, none of the other NEOs had an employment agreement. The compensation that our NEOs could receive upon a qualifying termination or a change in control is described and quantified in the Potential Payments Upon Termination or Change in Control section below. Other than as described above and in the Employment Agreements and Potential Payments Upon Termination or Change in Control section, our NEOs are not entitled to severance payments or benefits upon a termination of employment.

  75. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table provides information with respect to the compensation of our NEOs for the fiscal years indicated:

  76. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Sumit Singh Chief Executive Officer | FY23 | 1,200,000 | 31,048,358 | 2,358,000 | 579,837 | 35,186,195 | | | FY22 | 1,200,000 | — | 900,000 | 381,735 | 2,481,735 | | | FY21 | 1,200,000 | 10,106,250 | 900,000 | 244,088 | 12,450,338 | | Mario Marte Former Chief Financial Officer | FY23 | 320,385 | — | — | 5,498 | 325,883 | | | FY22 | 595,000 | — | 446,250 | 11,850 | 1,053,100 | | | FY21 | 595,000 | 2,425,500 | 446,250 | 7,461 | 3,474,211 | | Stacy Bowman Former Chief Financial Officer and Current Chief Accounting Officer | FY23 | 400,000 | 1,753,183 | 393,000 | 9,248 | 2,555,431 | | Satish Mehta Chief Technology Officer | FY23 | 475,000 | 10,556,862 | 622,250 | 8,532 | 11,662,644 | | | FY22 | 475,000 | — | 356,250 | 9,150 | 840,400 | | | FY21 | 475,000 | 1,617,000 | 356,250 | 8,700 | 2,456,950 | | Susan Helfrick Former General Counsel & Secretary | FY23 | 193,846 | — | — | 3,825 | 197,671 | | | FY22 | 450,000 | — | 337,500 | 9,150 | 796,650 | | | FY21 | 450,000 | — | 337,500 | 8,585 | 796,085 | | Michael Morant Former General Counsel & Secretary | FY23 | 247,054 | 4,114,800 | — | 4,486 | 4,366,340 |

  77. 2023 Summary Compensation Table

    | (1) These amounts reflect the actual salary earned by each NEO during fiscal years 2021, 2022, and 2023. |

  78. 2023 Summary Compensation Table

    | (2) These amounts reflect the aggregate grant date fair value of the RSUs, as computed in accordance with ASC 718. For a discussion of the assumptions used in the calculation of the grant date fair value, refer to Part II, Item 8 “Financial Statements and Supplementary Data–Note 11 – Share-Based Compensation” of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. |

  79. 2023 Summary Compensation Table

    | (3) For Fiscal Year 2023, these amounts reflect payouts for performance under our 2023 STI program. For additional information regarding these amounts refer to Annual Short-Term Incentive in the Elements of NEO Compensation section above. |

  80. 2023 Summary Compensation Table

    | (4) The amounts disclosed for Fiscal Year 2023 reflect the following for each NEO: For Mr. Singh, $4,089 of Company matching contributions made to his account under the 401(k) Plan and $545,344 for the value of certain personal security-related services, which included home security, security employees (including meals and incidentals for the security employees), and certain other security-related services (such as threat and risk monitoring), and $30,404 for two automobiles. For Mr. Marte, $5,498 of Company matching contributions made to his account under the 401(k) Plan. For Ms. Bowman, $9,248 of Company matching contributions made to her account under the 401(k) Plan. For Mr. Mehta, $8,532 of Company matching contributions made to his account under the 401(k) Plan. For Ms. Helfrick, $3,825 of Company matching contributions made to her account under the 401(k) Plan. For Mr. Morant, $4,486 of Company matching contributions made to his account under the 401(k) Plan. A portion of the Company 401(k) match made to each of the NEOs during Fiscal Year 2023 was refunded in March 2024 due to the 401(k) Plan failing nondiscrimination testing, resulting in the Company matching contributions previously described. |

  81. 2023 Summary Compensation Table

    | 40 | |

  82. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table provides certain information with respect to grants of plan-based awards to our NEOs during Fiscal Year 2023.

  83. 2023 Grants of Plan-Based Awards

    | Name | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value of Stock Awards(4) | | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (#) | ($) | | Sumit Singh | — | $450,000 | $1,800,000 | $3,600,000 | — | — | — | — | — | | | 1/18/2024 | — | — | — | — | — | — | 268,078 | $5,168,544 | | | 1/18/2024 | — | — | — | 26,808 | 268,078 | 536,156 | — | $5,168,544 | | | 1/18/2024 | — | — | — | — | — | — | 1,074,236 | $20,711,270 | | Mario Marte | — | $148,750 | $595,000 | $1,190,000 | — | — | — | — | — | | Stacy Bowman | — | $75,000 | $300,000 | $600,000 | — | — | — | — | — | | | 4/6/2023 | — | — | — | — | — | — | 10,453 | $397,528 | | | 4/6/2023 | — | — | — | 348 | 3,484 | 6,968 | — | $132,497 | | | 4/6/2023 | — | — | — | — | — | — | 32,163 | $1,223,158 | | Satish Mehta | — | $118,750 | $475,000 | $950,000 | — | — | — | — | — | | | 4/6/2023 | — | — | — | — | — | — | 54,109 | $1,905,178 | | | 4/6/2023 | — | — | — | 5,411 | 54,109 | 108,218 | — | $1,905,178 | | | 4/6/2023 | — | — | — | — | — | — | 169,097 | $5,953,905 | | | 1/18/2024 | — | — | — | — | — | — | 41,110 | $792,601 | | Susan Helfrick | — | $112,500 | $450,000 | $900,000 | — | — | — | — | — | | Michael Morant | — | $105,033 | $420,131 | $840,262 | — | — | — | — | — | | | 4/6/2023 | — | — | — | — | — | — | 4,020 | $152,881 | | | 4/6/2023 | — | — | — | 229 | 2,288 | 4,576 | — | $87,013 | | | 4/6/2023 | — | — | — | — | — | — | 6,865 | $261,076 | | | 7/5/2023 | — | — | — | — | — | — | 95,604 | $3,613,830 |

  84. 2023 Grants of Plan-Based Awards

    | (1) These amounts reflect the threshold, target, and maximum payouts under our 2023 STI program. For amounts actually earned by each NEO pursuant to our STI program for Fiscal Year 2023, refer to the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table above. The amounts are based on a percentage of expected eligible earnings at the beginning of Fiscal Year 2023 or, in the case of Ms. Bowman and Mr. Morant, when the individual became a NEO. Mr. Marte, Ms. Helfrick, and Mr. Morant did not receive a STI payment in Fiscal Year 2023 because of their departures during Fiscal Year 2023. For additional information regarding these amounts, refer to Annual Short-Term Incentive in the Elements of NEO Compensation section above. |

  85. 2023 Grants of Plan-Based Awards

    | (2) These amounts reflect the threshold, target, and maximum payouts of Performance RSUs under our LTI plan, depending on whether specific performance goals are achieved. Earned awards can range from 0% to 200% of the target grant. For additional information regarding these amounts, refer to Long Term Equity Incentives in the Elements of NEO Compensation section above. |

  86. 2023 Grants of Plan-Based Awards

    | (3) These amounts reflect the Service RSUs granted in Fiscal Year 2023. |

  87. 2023 Grants of Plan-Based Awards

    | (4) These amounts reflect the aggregate grant date fair value of the RSUs and the PRSUs, as computed in accordance with ASC 718. For Ms. Bowman and for those awards for Mr. Morant granted on April 6, 2023, these amounts are computed using the fair value as of June 26, 2023 as the ASC 718 conditions were satisfied on that date. For a discussion of the assumptions used in the calculation of the grant date fair value, refer to Part II, Item 8 “Financial Statements and Supplementary Data–Note 11 – Share-Based Compensation” of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. |

  88. 2023 Grants of Plan-Based Awards

    | | 41 |

  89. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides certain information with respect to outstanding equity awards as of January 28, 2024:

  90. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares of Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Sumit Singh | 1,342,314(4) | $36,205,348 | 268,078(5) | $12,183,450 | | Mario Marte | 0 | $— | 0 | $— | | Stacy Bowman | 54,236(6) | $870,491 | 3,484(7) | $158,393 | | Satish Mehta | 264,316(8) | $7,053,913 | 54,109(9) | $2,459,109 | | Susan Helfrick | 0 | $— | 0 | $— | | Michael Morant | 0 | $— | 0 | $— |

  91. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) These amounts reflect (i) Performance RSUs that have met the Performance Condition and are subject to the Service Condition, and (ii) Service RSUs, each as described in the Long-Term Equity Incentives in the Elements of NEO Compensation section above. |

  92. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) These amounts reflect the closing price of our Class A common stock on the NYSE on January 26, 2024 (the last trading day of Fiscal Year 2023), which was $19.38. |

  93. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) These amounts reflect Performance RSUs as described in the Long-Term Equity Incentives in the Elements of NEO Compensation section above. |

  94. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) Consists of (i) 1,074,236 Service RSUs that vest 41% on February 1, 2024, 11% on May 1, 2024, 11% on December 1, 2024, 34% on February 1, 2025, and 3% on February 1, 2026, (ii) 268,078 Service RSUs that vest 25% on February 1, 2024, and 12.5% on each six-month anniversary thereafter, each subject to Mr. Singh’s continued employment through the applicable vesting date. |

  95. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) Consists of 268,078 Performance RSUs that vest on February 1, 2026 contingent on the achievement of the Performance Condition and Mr. Singh’s continued employment through the vesting date. |

  96. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) Consists of (i) 778 Performance RSUs that vest on March 1, 2024, (ii) 2,267 Performance RSUs that vest on February 1, 2025, (iii) 32,163 Service RSUs that vest on April 1, 2024, (iv) 524 Service RSUs that vest on March 1, 2024, (v) 2,383 Service RSUs that vest 50% on March 1, 2024, 25% on September 1, 2024, and 25% on March 1, 2025, (vi) 5,668 Service RSUs that vest 20% on February 1, 2024 and on each six-month anniversary thereafter, (vii) 10,453 Service RSUs that vest 25% on February 1, 2024 and 12.5% on each six-month anniversary thereafter, each subject to Ms. Bowman’s continued employment through the applicable vesting date. |

  97. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) Consists of 3,484 Performance RSUs that vest on February 1, 2026 contingent on the achievement of the Performance Condition and Ms. Bowman’s continued employment through the vesting date. |

  98. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (8) Consists of (i) 41,110 Service RSUs that vest 50% on May 1, 2024 and 50% on December 1, 2024, (ii) 54,109 Service RSUs that vest 25% on February 1, 2024 and 12.5% on each six-month anniversary thereafter, and (iii) 169,097 Service RSUs that vest 52% on February 1, 2024, 44% on February 1, 2025 , and 4% on February 1, 2026, each subject to Mr. Mehta’s continued employment through the applicable vesting date. |

  99. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (9) Consists of 54,109 Performance RSUs that vest on February 1, 2026 contingent on the achievement of the Performance Condition and Mr. Mehta’s continued employment through the vesting date. |

  100. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 42 | |

  101. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table provides certain information with respect to shares acquired by our NEOs upon the vesting of stock awards in Fiscal Year 2023:

  102. 2023 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Sumit Singh | 435,917 | 17,266,032 | | Mario Marte | 194,240 | 7,694,589 | | Stacy Bowman | 77,477 | 3,043,930 | | Satish Mehta | 144,430 | 5,721,517 | | Susan Helfrick | 89,620 | 3,550,744 | | Michael Morant | 70,077 | 2,061,237 |

  103. 2023 Option Exercises and Stock Vested

    | (1) These amounts reflect Performance RSUs and Service RSUs as described in the Long-Term Equity Incentives in the Elements of NEO Compensation section above. |

  104. 2023 Option Exercises and Stock Vested

    | (2) The value realized upon vesting has been calculated by multiplying the gross number of shares acquired on vesting by the closing price of our Class A common stock on the NYSE on the vesting date. Therefore, the amounts shown in this column do not represent the actual amounts paid to or realized by the NEO during Fiscal Year 2023. |

  105. 2023 Non-Qualified Deferred Compensation

    2023 Non-Qualified Deferred Compensation The following table provides certain information with respect to contributions and earnings credited to the accounts of our NEOs under the non-qualified deferred compensation plan in Fiscal Year 2023:

  106. 2023 Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Balance at Last FYE ($) | | Sumit Singh | 0 | 0 | 0 | | Mario Marte | 0 | 0 | 0 | | Stacy Bowman | 0 | 0 | 0 | | Satish Mehta | 228,366 | 18,582 | 256,152 | | Susan Helfrick | 0 | 0 | 0 | | Michael Morant | 0 | 0 | 0 |

  107. 2023 Non-Qualified Deferred Compensation

    | (1) These amounts are included in the Fiscal Year 2023 compensation in the “Salary” column of the Summary Compensation Table. |

  108. 2023 Non-Qualified Deferred Compensation

    | (2) None of these amounts are included in the Summary Compensation Table because earnings were not above-market or preferential, as credited earnings on NQDCP contributions are tied to changes in the value of publicly traded investment funds. |

  109. 2023 Non-Qualified Deferred Compensation

    | | 43 |

  110. Employment Agreements and Potential Payments Upon Termination or Change in Control

    Employment Agreements and Potential Payments Upon Termination or Change in Control Mr. Singh is eligible for severance payments and benefits described in this section pursuant to his employment agreement. Mr. Singh entered into his employment agreement in May 2018, which was amended and restated in June 2019. Mr. Marte and Ms. Helfrick were each eligible for severance payments and benefits pursuant to their employment agreements and entered into their respective employment agreements in June 2019. Mr. Marte and Ms. Helfrick resigned from the Company in Fiscal Year 2023 and did not receive any severance payments or benefits related to their employment agreements. As of the end of Fiscal Year 2023, each of Ms. Bowman, Mr. Mehta, and Mr. Morant did not have an employment agreement. All severance payments are contingent upon the executive’s timely execution and non-revocation of a general release of claims.

  111. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table 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 January 28, 2024. Mr. Marte and Ms. Helfrick are not included because neither received any payments or benefits following their departure from the Company during Fiscal Year 2023. Mr. Morant did not receive any payments or benefits, other than the acceleration of 30,593 RSUs which vested on August 25, 2023. The value of these RSUs was $788,076.

  112. Potential Payments Upon Termination or Change in Control Table

    | Name | Involuntary Termination (not for Cause; Good Reason w/ no Change in Control ($)(1) | Change in Control no Termination ($)(2) | Involuntary Termination (not for Cause) in Connection with a Change in Control ($)(3) | Death or Disability ($)(4) | | Sumit Singh | | | | | | Cash Payments | 2,411,853 | 0 | 4,815,804 | 0 | | Accelerated Equity Vesting | 12,773,920 | 31,209,397 | 31,209,397 | 15,063,977 | | Total | 15,185,773 | 31,209,397 | 36,025,201 | 15,063,977 | | Stacy Bowman | | | | | | Cash Payments | 0 | 0 | 0 | 0 | | Accelerated Equity Vesting | 0 | 1,118,614 | 1,118,614 | 0 | | Total | 0 | 1,118,614 | 1,118,614 | 0 | | Satish Mehta | | | | | | Cash Payments | 0 | 0 | 0 | 0 | | Accelerated Equity Vesting | 0 | 6,171,077 | 6,171,077 | 0 | | Total | 0 | 6,171,077 | 6,171,077 | 0 |

  113. Potential Payments Upon Termination or Change in Control Table

    All equity amounts in the above table reflect full vesting and a closing stock price of $19.38 as of January 26, 2024 (the last trading day of Fiscal Year 2023).

  114. Potential Payments Upon Termination or Change in Control Table

    | (1) For Mr. Singh, this amount includes (i) cash payments and (ii) partial accelerated vesting of the Service Condition for Performance RSUs, both as outlined in Involuntary Termination of Employment Not Involving a Change in Control in the Employment Agreements and Potential Payments Upon Termination or Change in Control section above. |

  115. Potential Payments Upon Termination or Change in Control Table

    | (2) These amounts reflect accelerated vesting of the Service Condition upon a Change in Control for each NEO’s respective Performance RSUs as described in Long-Term Equity Incentives in the Elements of NEO Compensation section above. These amounts are single-trigger. |

  116. Potential Payments Upon Termination or Change in Control Table

    | (3) For Mr. Singh, this amount includes (i) double-trigger cash payments for termination of employment without cause or for good reason within three (3) months before or twelve (12) months following a “Change in Control,” as described in Involuntary Termination of Employment Not Involving a Change in Control in the Employment Agreements and Potential Payments Upon Termination or Change in Control section above, and (ii) single-trigger accelerated vesting of the Service Condition upon a Change in Control for Performance RSUs as described in Long-Term Equity Incentives in the Elements of NEO Compensation section above. For Ms. Bowman and Mr. Mehta, this amount includes single-trigger accelerated vesting of the Service Condition upon a Change in Control for Performance RSUs as described in Long-Term Equity Incentives in the Elements of NEO Compensation section above. |

  117. Potential Payments Upon Termination or Change in Control Table

    | (4) These amounts reflect partial accelerated vesting of the Service Condition for Mr. Singh’s Performance RSUs as described in Death or Disability and Restrictive Covenants in the Employment Agreements and Potential Payments Upon Termination or Change in Control section above. |

  118. Potential Payments Upon Termination or Change in Control Table

    | | 47 |

  119. CEO Pay Ratio

    CEO Pay Ratio The Company is providing the information below to comply with Item 402(u) of Regulation S-K.

  120. Supplemental CEO Pay Ratio

    Supplemental CEO Pay Ratio In order to give additional context to the Fiscal Year 2023 CEO pay ratio reported above and our Chief Executive Officer's annual total compensation for Fiscal Year 2023, we are providing a supplemental pay ratio that compares Mr. Singh’s annual total compensation for Fiscal Year 2023, excluding the Fiscal Year 2023 award granted to him under Chewy’s long-term incentive plan, to the Median Employee’s annual total compensation. For a discussion about this award, refer to the Long Term Equity Incentives in the Elements of NEO Compensation section above. After excluding the value of this award as reported in the Summary Compensation Table, Mr. Singh’s annual total compensation was $4,137,837. The resulting supplemental pay ratio is 110:1.

  121. Evaluating the CEO Pay Ratio Disclosure

    Evaluating the CEO Pay Ratio Disclosure Similar to other organizations with sizable distribution and customer service workforces, as well as the flexibility allowed by the SEC in calculating these ratios, Chewy’s ratios may not be comparable to ratios of other companies.

  122. Evaluating the CEO Pay Ratio Disclosure

    | 48 | |

  123. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following pay versus performance table to illustrate the relationship between executive compensation actually paid and certain of the Company’s financial performance measures. For information regarding the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with its performance, refer to the Compensation Discussion and Analysis section above.

  124. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year (a) | Summary Compensation Table (“SCT”) Total for Principal Executive Officer (“PEO”) (b)(1) | Compensation Actually Paid (“CAP”) to PEO (c)(2) | Average SCT Total for non-PEO NEOs (d)(1) | Average CAP to non-PEO NEOs (e)(2) | Total Shareholder Return (“TSR”) (f)(3) | Peer Group TSR (g)(4) | Net Income (Loss)(7) (in thousands) (h)(5) | Net Sales(7) (in thousands) (i)(6) | | 2023 | $35,186,195 | $32,600,316 | $3,821,594 | $1,288,780 | $73.10 | $145.07 | $39,580 | $11,147,720 | | 2022 | $2,481,735 | $(2,550,628) | $896,717 | $(984,632) | $173.18 | $76.96 | $49,899 | $10,119,000 | | 2021 | $12,450,338 | $(85,796,398) | $2,242,415 | $(32,080,908) | $165.79 | $84.41 | $(75,207) | $8,967,407 | | 2020 | $3,027,525 | $181,666,232 | $1,274,216 | $65,584,171 | $384.08 | $168.83 | $(92,486) | $7,146,264 |

  125. Pay Versus Performance

    | (1) Included in column (b) are the total compensation amounts reported in the Summary Compensation Table for Mr. Singh, our PEO for each of the fiscal years presented. Included in column (d) are the average total compensation amounts for non-PEO NEOs reported in the Summary Compensation Table. Our non-PEO NEOs for each of the fiscal years presented consist of Mr. Marte, Mr. Mehta, and Ms. Helfrick. Our non-PEO NEOs for Fiscal Year 2023 also include Ms. Bowman and Mr. Morant. |

  126. Pay Versus Performance

    | (2) Included in columns (c) and (e) are CAP and average CAP to the PEO and the non-PEO NEOs, respectively, for each of the fiscal years presented. To calculate CAP and average CAP, amounts in columns (b) and (d) are adjusted in accordance with Item 402(v) of Regulation S-K requirements and are presented in the tables below. These amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our non-PEO NEOs for each of the fiscal years presented. |

  127. Pay Versus Performance

    | PEO SCT to CAP Reconciliation | | | | | | | Fiscal Year | | | | | | 2023 | 2022 | 2021 | 2020 | | SCT Total | $35,186,195 | $2,481,735 | $12,450,338 | $3,027,525 | | Less value of Stock Awards reported in SCT | (31,048,358) | — | (10,106,250) | — | | Plus year-end fair value of outstanding and unvested equity awards granted in the year | 31,209,397 | — | 5,493,750 | — | | (Less) plus year over year change in fair value of outstanding and unvested equity awards granted in prior years | — | 854,397 | (64,828,925) | 140,610,021 | | (Less) plus year over year change in fair value of equity awards granted in prior years that vested in the year | (2,746,918) | (5,886,760) | (28,805,311) | 38,028,686 | | CAP Total | $32,600,316 | $(2,550,628) | $(85,796,398) | $181,666,232 |

  128. Pay Versus Performance

    | 50 | |

  129. Pay Versus Performance

    | Average of Non-PEO NEOs SCT to CAP Reconciliation | | | | | | | Fiscal Year | | | | | | 2023 | 2022 | 2021 | 2020 | | SCT Total | $3,821,594 | $896,717 | $2,242,415 | $1,274,216 | | Less value of Stock Awards reported in SCT | (3,284,969) | — | (1,347,500) | — | | Plus year-end fair value of outstanding and unvested equity awards granted in the year | 1,412,899 | — | 732,500 | — | | (Less) plus year over year change in fair value of outstanding and unvested equity awards granted in prior years | (61,656) | 279,816 | (23,338,392) | 50,619,617 | | (Less) plus year over year change in fair value of equity awards granted in prior years that vested in the year | (723,564) | (2,161,165) | (10,369,931) | 13,690,338 | | Plus fair value as of vesting date of equity awards granted and vested in the year | 173,563 | — | — | — | | Less prior year-end fair value for any equity awards forfeited in the year | (49,087) | — | — | — | | CAP Total | $1,288,780 | $(984,632) | $(32,080,908) | $65,584,171 |

  130. Pay Versus Performance

    | (3) Based on an initial fixed investment of $100 on January 29, 2021, the last business day of our 2020 fiscal year. |

  131. Pay Versus Performance

    | (4) Represents the Dow Jones Internet Commerce Index, which we consider to be our peer group under Regulation S-K Item 201(e), as presented in our 2023 Annual Report. Based on an initial fixed investment of $100 on January 29, 2021, the last business day of our 2020 fiscal year. TSR is weighted according to each peer company’s stock market capitalization at the beginning of each period for which a return is indicated. |

  132. Pay Versus Performance

    | (5) Represents our net income (loss) amounts for each of the years presented as reported in the respective annual report on Form 10-K. |

  133. Pay Versus Performance

    | (6) We have selected net sales as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link the CAP of our NEOs to company performance for Fiscal Year 2023. |

  134. Pay Versus Performance

    | (7) Consistent with the Company’s Annual Report on Form 10-K for Fiscal Year 2023, the Company has updated historical comparative periods to reflect the operations of Chewy Pharmacy KY beginning with the Company’s 2021 Fiscal Year. Any historical comparatives prior to Fiscal Year 2021 are consistent with previously reported financial information. |

  135. Pay Versus Performance

    | | 51 |

  136. Pay Versus Performance Comparative Disclosure

    Pay Versus Performance Comparative Disclosure The following graphs illustrate the relationship between CAP as disclosed in the Pay Versus Performance table and (i) the Company’s cumulative TSR, (ii) the peer group’s cumulative TSR, (iii) the Company’s net income (loss), and (iv) net sales. CAP reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, grant and vesting date fair values, and projected performance modifiers, but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price volatility and varying levels of projected and actual achievement of performance goals.

  137. Compensation Actually Paid versus Company TSR and Peer Group TSR

    Compensation Actually Paid versus Company TSR and Peer Group TSR

  138. Compensation Actually Paid versus Company TSR and Peer Group TSR

    | 52 | |

  139. Compensation Actually Paid and Net Income (Loss)

    Compensation Actually Paid and Net Income (Loss)

  140. Compensation Actually Paid and Net Sales

    Compensation Actually Paid and Net Sales

  141. Compensation Actually Paid and Net Sales

    | | 53 |

  142. Non-Employee Director Compensation Limits

    Non-Employee Director Compensation Limits The sum of the grant date fair value of the Awards and the amount of any cash-based payments that may be granted to a Participant of the 2024 Plan who is eligible to participate in the 2024 Plan solely by virtue of service as a non-employee member of the Board during any calendar year may not exceed $1,000,000.

  143. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  144. BOARD OF DIRECTORS

    | A. | Except as otherwise provided in this Amended and Restated Certificate of Incorporation or the DGCL, the business and affairs of the Company shall be managed by or under the direction of the Board. Except as otherwise provided for or fixed pursuant to the provisions of Article IV hereof (including any certificate of designation with respect to any series of Preferred Stock) and this Article VI relating to the rights of the holders of any series of Preferred Stock to elect additional directors, the total number of directors shall be determined from time to time by resolution adopted by the Board or the stockholders of the Company. The directors (other than those directors elected by the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series, as the case may be) shall be divided into three classes designated Class I, Class II and Class III. Each class shall consist, as nearly as possible, of one-third of the total number of such directors. Class I directors shall initially serve for a term expiring at the first annual meeting of stockholders following the date the Common Stock is first publicly traded (the “IPO Date”), Class II directors shall initially serve for a term expiring at the second annual meeting of stockholders following the IPO Date and Class III directors shall initially serve for a term expiring at the third annual meeting of stockholders following the IPO Date. At each succeeding annual meeting, successors to the class of directors whose term expires at that annual meeting shall be elected for a term expiring at the third succeeding annual meeting of stockholders. If the number of such directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any such additional director of any class elected to fill a newly created directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors remove or shorten the term of any incumbent director. Any such director shall hold office until the annual meeting at which his or her term expires and until his or her successor shall be elected and qualified, or his or her death, resignation, retirement, disqualification or removal from office. The Board is authorized to assign members of the Board to their respective class. |

  145. BOARD OF DIRECTORS

    | B. | Subject to the rights granted to the holders of any one or more series of Preferred Stock then outstanding, any newly-created directorship on the Board that results from an increase in the number of directors and any vacancy occurring in the Board (whether by death, resignation, retirement, disqualification, removal or other cause) shall be filled by a majority of the directors then in office, even if less than a quorum, by a sole remaining director or by the stockholders; provided, however, that after the date on which the outstanding shares of Class B Common Stock represent less than 50% of the combined voting power of Class A Common Stock and Class B Common Stock, any newly-created directorship on the Board that results from an increase in the number of directors and any vacancy occurring on the Board shall be filled only by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director (and not by the stockholders). Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal. |

  146. BOARD OF DIRECTORS

    | C. | Any or all of the directors (other than the directors elected by the holders of any series of Preferred Stock of the Company, voting separately as a series or together with one or more other such series, as the case may be) may be removed at any time either with or without cause by the affirmative vote of a majority in voting power of all outstanding shares of Common Stock entitled to vote thereon, voting as a single class; provided, however, that after the date on which the outstanding shares of Class B Common Stock represent less than 50% of the combined voting power of Class A Common |

  147. BOARD OF DIRECTORS

    | | C-7 |

  148. BOARD OF DIRECTORS

    Stock and Class B Common Stock, any such director or all such directors may be removed only for cause and only by the affirmative vote of the holders of at least 66(2)/3% in voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class.

  149. BOARD OF DIRECTORS

    | D. | Elections of directors need not be by written ballot unless the Bylaws shall so provide. |

  150. BOARD OF DIRECTORS

    | E. | During any period when the holders of any series of Preferred Stock, voting separately as a series or together with one or more series, have the right to elect additional directors, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Company shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or her earlier death, resignation, retirement, disqualification or removal. Except as otherwise provided by the Board in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Company shall be reduced accordingly. |