Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 19, 2021, the board of directors (the "Board") of Chewy, Inc. (the
"Company") increased the size of the Board from twelve to thirteen directors and
filled the newly created vacancy by appointing Mr. James Nelson (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. Nelson 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. Nelson currently serves as Chief Executive Officer of Global Net Lease, Inc.
(NYSE "GNL"), a publicly-traded real estate investment trust, a position he has
held since July 2017, and has served, since March 2017, as a director of GNL.
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 and completion 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 in the
mutual fund sector. Mr. Nelson currently serves on the board of directors of
Xerox Holdings Corporation (NYSE "XRX") and as an independent director and
chairman of the audit committee for Roman DBDR Tech Acquisition Corp. (Nasdaq
"DBDR"), a special purpose acquisition company formed for the purpose of
effecting a business combination with one or more businesses with a focus on
companies in the technology, media and telecom industries. Mr. Nelson previously
served on the board of directors for other publicly traded companies including
Herbalife Nutrition Ltd. (NYSE "HLF") from 2014 to 2021, Caesars Entertainment
Corporation (Nasdaq "CZR") from 2019 to 2020, Icahn Enterprises G.P. Inc., the
general partner of Icahn Enterprises L.P. (Nasdaq "IEP") from 2001 to 2019, and
New York REIT, Inc. (NYSE "NYRT" - no longer listed) from 2015 to 2017.
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 27, 2021 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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