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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