Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 21, 2020, the Board of Directors (the "Board") of Chewy, Inc. (the "Company") increased the size of the Board from eleven to twelve directors and filled the newly created vacancy by appointing Martin H. Nesbitt (the "New Director") as a Class I director, with a term expiring at the Company's annual meeting of stockholders in 2023. The Board has determined that Mr. Nesbitt is independent for purposes of serving on the Board under the applicable rules of the Securities and Exchange Commission (the "SEC") and the New York Stock Exchange ("NYSE").

Mr. Nesbitt currently serves as Co-Chief Executive Officer of The Vistria Group, LLC, a Chicago based investment firm focused on the education, healthcare and financial services industries. Before co-founding Vistria, Mr. Nesbitt co-founded and served as Chief Executive Officer of The Parking Spot. Prior to The Parking Spot, Mr. Nesbitt served as an officer of the Pritzker Realty Group, L.P. and as Investment Manager at LaSalle Partners. Mr. Nesbitt currently serves on the board of directors of Jones Lang LaSalle Incorporated (NYSE "JLL"), American Airlines Group Inc. (Nasdaq "AAL"), and CenterPoint Energy, Inc. (NYSE "CNP"). Mr. Nesbitt is also as a trustee of Chicago's Museum of Contemporary Art. Previously, Mr. Nesbitt held board membership positions with the Chicago Housing Authority, where he was Chairman of the Board, and the Chicago 2016 Olympic Committee.

The New Director is eligible to receive our standard annual compensation for non-affiliated directors as described in our most recent proxy statement filed with the SEC on May 26, 2020 under the heading "Director Compensation."

The Company also entered into an indemnification agreement with the New Director in connection with his appointment to the Board. The indemnification agreement is in substantially the same form as the indemnification agreement for the other directors of the Company that was filed as Exhibit 10.2 to the Company's Registration Statement on Form S-1, filed with the SEC on June 3, 2019. There are no other transactions with the New Director which would require disclosure under Item 404(a) of Regulation S-K.

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