Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 13, 2022, Mr. James Kim resigned from the board of directors (the
"Board") of Chewy, Inc. (the "Company"), effective as of September 13, 2022. Mr.
Kim's resignation was not the result of any disagreement with the Company. The
Company thanks Mr. Kim for his service to the Company and its stockholders.
On September 14, 2022, the Board appointed Mr. Mathieu Bigand to fill the
vacancy on the Board created by the resignation of Mr. Kim. Mr. Bigand will
serve on the Board as a Class III director with a term expiring at the Company's
annual meeting of stockholders in 2025.
Mr. Bigand currently serves as a Principal at BC Partners. Before joining BC
Partners in 2019, Mr. Bigand served in the Investment Banking division at
Goldman Sachs Group, Inc. 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, LLC. Mr. Bigand holds a Master in Management
degree from HEC Paris and Bachelor in Mathematics degree from Paris 1
Panthéon-Sorbonne University.
Pursuant to the Investor Rights Agreement, dated June 13, 2019, among the
Company and holders of its Class B common stock (which are affiliates of BC
Partners), as long as such stockholders continue to hold a majority of the
combined voting power of the Company's securities entitled to vote generally in
the election of directors of the Company, such stockholders will be entitled to
nominate a majority of our Board.
The Company entered into an indemnification agreement with Mr. Bigand 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 Securities and Exchange
Commission on June 3, 2019. There are no other transactions with Mr. Bigand
which would require disclosure under Item 404(a) of Regulation S-K.
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