AGM 2020

Jul 14, 2020

Good morning, ladies and gentlemen, and welcome to the twenty twenty Annual Meeting of Stockholders of Chewy Inc. My name is Susan Helfrich. I am the company's General Counsel, and I will be hosting today's meeting. A copy of our agenda, rules of conduct and stockholder list are available in the virtual meeting room. Present today are the following members of our Board of Directors, Raymond Spyder, Chairman of the Board as well as Chairman of our Compensation Committee and our Nominating and Corporate Governance Committee. Sharon McCollum, Chairman of the Audit Committee. Sumit Singh, our Chief Executive Officer and Director. Fahim Ahmed, Michael Chang, James Kim, David Leland, Brian McAndrews, J. K. Simancic, Lisa Sybenek and James Starr. Also present are the following officers: Mario Marquet, our Chief Financial Officer Michael Morant, acting as Secretary. Also with us today are Ellen Basilico and Travis Childs from Deloitte and Touche, our independent registered public accounting firm and Michael Barbera from Broadridge Financial Services, our Inspector of Elections. The business to be conducted at this meeting is included in the agenda and is further described in our proxy materials. Questions from stockholders directly related to the business of this meeting will be addressed following adjournment of the official business and our Investor Relations will directly respond to other questions. If you submit questions or previously submitted questions, we ask that you include your name and email address so we may respond directly to you. Please note that various remarks we may make today about future expectations, plans or prospects about the company or our industry constitute forward looking statements for purposes of the Safe Harbor provisions under the Private Securities Litigation Reform Act of 1995. Such forward looking statements are subject to various risks and uncertainties as described in our periodic reports and actual results may differ materially than those indicated by these forward looking statements. In addition, these forward looking statements represent the company's expectations only as of today. While we may elect to update these forward looking statements, we specifically disclaim any obligation to do so. Any forward looking statements should not be relied upon as representing the company's estimates or views as of any date subsequent to today. The twenty twenty Annual Meeting of Stockholders is now called to order. Broward Financial Services has provided an affidavit of distribution certifying that the notice of availability of proxy materials was sent on 05/26/2020 to all stockholders of record as of the record date, 05/18/2020, and this affidavit will be filed with the minutes of this meeting. The inspector of elections has signed the oath of office, and that oath also will be filed with the minutes of this meeting. A list of stockholders as of the record date has been available at the company's principal executive office for at least ten days. Since our meeting notice has been properly sent and a quorum is present, this meeting is now duly convened for purposes of transacting business properly before it. It is now 10:04 a. M. And the polls for the four proposals are now open. Shareholders logged into this meeting using their 16 digit control number who have not voted or who have previously voted by proxy and wish to change their vote may do so now by clicking on the Vote Here button on the bottom right corner of the meeting screen. Please be reminded that if any stockholder has already sent us their proxy and does not wish to change their vote, no further action needs to be taken today. As your votes are being received, let me review the four items of business for consideration at this meeting. The first matter to be voted on today is the election of three class one directors to serve until the twenty twenty three Annual Meeting of Stockholders or until their successors are duly nominated and qualified. Raymond Spyder, Sharon McCollum and J. K. Semantic have each been nominated to serve as directors of the company. The second matter to be voted on today is ratification of the company's independent registered accounting firm for the current fiscal year. The Audit Committee has selected Deloitte and Touche LLP as the independent registered public accounting firm to audit the consolidated financial statements of the company and its subsidiaries for fiscal year ending 01/31/2021. The third matter to be voted on today is to approve on an advisory basis the compensation of our named executive officers, as described in the Compensation Discussion and Analysis section of the proxy materials and the related compensation tables. And the fourth matter to be voted on today is to prove on an advisory basis the frequency for future advisory votes on our named executive officer compensation. No other nominations or matters have been brought before the meeting in accordance with the company's bylaws. It is now 10:06 a. M. And the polls for each proposal are now closed. Based on preliminary results, I am pleased to share with you that each of the nominees for director have been elected and that each of the three other proposals have been approved. The final vote results will be included in the Form eight ks that will be filed with the SEC within four business days from this meeting. As this concludes the business of the meeting, we are officially adjourning the meeting. As there are no questions relevant to the business at hand, I will now conclude the meeting. On behalf of the Board of Directors, I would like to thank all our shareholders for their interest in our company and for joining us today. Thank you and stay safe. This now concludes the meeting. Thank you for joining, and have a pleasant day.