重大事件
即時報告
8-K
2026-07-13
Chewy 股東會全數通過四項議案 董事選舉及薪酬諮詢獲高票支持
AI 繁中摘要
Chewy 提交 8-K 報告，披露 2026 年 7 月 9 日舉行的年度股東大會投票結果 📋。四項議案全部獲得通過。
第一項：選舉 Class I 董事。Raymond Svider、Marco Castelli、Nat Goldhaber、James Nelson 及 Martin H. Nesbitt 均順利當選，任期至 2029 年股東大會。其中 Svider 得票約 17.99 億票贊成，1.36 億票反對；Castelli 得票約 18.76 億票贊成；其餘三位得票均超過 19.1 億票贊成。
第二項：批准聘任 Deloitte & Touche LLP 為截至 2027 年 1 月 31 日止財政年度的獨立註冊會計師事務所。贊成票約 19.67 億票，反對票僅 128 萬票，壓倒性通過 ✅。
第三項：對公司指定高管的薪酬進行非約束性諮詢投票（Say on Pay）。贊成約 17.98 億票，反對約 13.62 億票，議案通過。
第四項：就未來高管薪酬諮詢投票頻率的諮詢投票。選擇「每年一次」獲得約 19.32 億票，遠超「兩年」（29 萬票）及「三年」（229 萬票）。基於此結果，董事會決定每年繼續舉行 Say on Pay 諮詢投票，直至下一次頻率決議為止。
對投資者的潛在影響：所有議案均獲股東支持，顯示公司治理框架穩定，股東對現任董事會及核數師具信心。高票通過年度薪酬諮詢投票反映管理層薪酬方案獲得認可，短期內有助維持股價穩定性。
展開英文正文
8-K false 0001766502 0001766502 2026-07-09 2026-07-09 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 9, 2026 CHEWY, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38936 90-1020167 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 7700 West Sunrise Boulevard Plantation, Florida 33322 (Address of Principal Executive Offices) (Zip Code) (786) 320-7111 (Registrant’s Telephone Number, Including Area Code) N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, par value $0.01 per share CHWY New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.07. Submission of Matters to a Vote of Security Holders. On July 9, 2026, Chewy, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were (1) the election of Raymond Svider, Marco Castelli, Nat Goldhaber, James Nelson and Martin H. Nesbitt to the Company’s board of directors (the “Board”) as class I directors (the “Class I Directors”), each with a term expiring at the 2029 annual meeting of stockholders or until his or her successor is duly elected and qualified or, if sooner, until his or her earlier death, resignation, retirement, disqualification, or removal, (2) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027, (3) the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers (“Say on Pay”) and (4) the advisory vote on the frequency of future votes on named executive officer compensation. Based on the votes by holders of Class A common stock and Class B common stock voting together, the final results for each proposal presented for a vote of stockholders at the Annual Meeting are set forth below: 1. The election of Raymond Svider, Marco Castelli, Nat Goldhaber, James Nelson and Martin H. Nesbitt to the Board as Class I Directors: DIRECTOR NOMINEE VOTES FOR VOTES WITHHELD BROKER NON-VOTES Raymond Svider 1,798,685,213 135,936,031 33,593,560 Marco Castelli 1,876,429,481 58,191,763 33,593,560 Nat Goldhaber 1,923,510,477 11,110,767 33,593,560 James Nelson 1,914,955,104 19,666,140 33,593,560 Martin H. Nesbitt 1,916,619,542 18,001,702 33,593,560 2. The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 1,966,674,130 1,277,136 263,538 0 3. The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 1,798,089,225 136,154,944 377,075 33,593,560 4. The advisory vote on the frequency of future votes on named executive officer compensation: 1 YEAR 2 YEARS 3 YEARS ABSTENTIONS BROKER NON-VOTES 1,931,661,570 289,471 2,294,481 375,722 33,593,560 No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting. Based on the results set forth above, and consistent with the Board’s recommendation to stockholders, the Company will continue to include an advisory vote on Say on Pay in the Company’s proxy statement every year until the next required vote on the frequency of such votes. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CHEWY, INC. Date: July 13, 2026 By: /s/ Da-Wai Hu Da-Wai Hu General Counsel and Secretary