--- schema_version: "secwatch.filing_event.v1" accession: "0001766502-23-000031" form_type: "8-K" ticker: "CHWY" cik: "0001766502" company_name: "Chewy, Inc." filed_at: "2023-07-20T23:59:59+00:00" generated_at: "2026-06-13T05:42:05.598428+00:00" event_type: "leadership" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Chewy CFO Mario Marte to retire effective July 28; Stacy Bowman named interim CFO ## Summary - CFO Mario Marte to retire effective July 28, 2023; decision not due to any disagreement with the Company. - Stacy Bowman, Chief Accounting Officer, appointed interim CFO effective July 29, 2023. - Company continues search for a permanent CFO; Bowman will also remain CAO. - Stockholders approved charter amendment requiring federal courts for Securities Act claims. - All four Class I director nominees elected; Deloitte ratified as auditor; say-on-pay passed. ## SEC filing metadata - accession: 0001766502-23-000031 - form_type: 8-K - ticker: CHWY - cik: 0001766502 - company_name: Chewy, Inc. - filed_at: 2023-07-20T23:59:59+00:00 - event_type: leadership - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 3.03, 5.07, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1766502/000176650223000031/0001766502-23-000031-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1766502/000176650223000031/chwy-20230714.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001766502-23-000031 - JSON: https://secwatch.observer/filing/0001766502-23-000031.json - Plain text: https://secwatch.observer/filing/0001766502-23-000031.txt ## Key facts - Executive change Stacy Bowman was appointed as Chief Financial Officer (interim) at Chewy, Inc.. - Action: appointed - Role: Chief Financial Officer (interim) source text: On July 20, 2023, the Board of Directors of the Company (the “Board”) approved the appointment of Stacy Bowman as the Company’s CFO and principal financial officer on an interim basis, effective as of July 29, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1766502/000176650223000031/0001766502-23-000031-index.htm - Executive change Mario Marte retired as Chief Financial Officer at Chewy, Inc.. - Action: retired - Role: Chief Financial Officer source text: On July 17, 2023, Mr. Marte notified the Company of his decision to retire from his position effective as of July 28, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1766502/000176650223000031/0001766502-23-000031-index.htm - Governance Changes Chewy, Inc.: Approved and filed an amendment to the Amended and Restated Certificate of Incorporation to require that Securities Act claims be brought only in federal district courts (effective 2023-07-14). - Change: charter amendment - Effective: 2023-07-14 source text: On July 14, 2023, Chewy, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, as described below under Item 5.07, the stockholders of the Company, among other things, approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, to require that, to the fullest extent permitted by law, claims under the Securities Act of 1933, as amended (the “Securities Act”), be brought only in the federal district courts of the United States of America (the “Charter Amendment”). The Charter Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on July 14, 2023 (the “Certificate of Amendment”). evidence_url: https://www.sec.gov/Archives/edgar/data/1766502/000176650223000031/0001766502-23-000031-index.htm - Shareholder Votes Chewy, Inc. shareholders approved Ratification of appointment of Deloitte & Touche LLP as independent registered public accounting firm at the 2023-07-14 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-07-14 source text: 2. The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 28, 2024: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 3,211,507,480 437,456 101,409 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1766502/000176650223000031/0001766502-23-000031-index.htm - Shareholder Votes Chewy, Inc. shareholders approved Approval of Charter Amendment at the 2023-07-14 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-07-14 source text: 4. The approval of the Charter Amendment: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 3,170,098,788 19,143,118 112,189 22,692,250 evidence_url: https://www.sec.gov/Archives/edgar/data/1766502/000176650223000031/0001766502-23-000031-index.htm - Shareholder Votes Chewy, Inc. shareholders approved Election of Class I Directors: Marco Castelli, James Nelson, Martin H. Nesbitt, and Raymond Svider at the 2023-07-14 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-07-14 source text: 1. The election of Marco Castelli, James Nelson, Martin H. Nesbitt, and Raymond Svider to the Board as Class I Directors: DIRECTOR NOMINEE VOTES FOR VOTES WITHHELD BROKER NON-VOTES Marco Castelli 3,170,025,492 19,328,603 22,692,250 James Nelson 3,166,404,882 22,949,213 22,692,250 Martin H. Nesbitt 3,187,166,545 2,187,550 22,692,250 Raymond Svider 3,147,528,011 41,826,084 22,692,250 evidence_url: https://www.sec.gov/Archives/edgar/data/1766502/000176650223000031/0001766502-23-000031-index.htm - Shareholder Votes Chewy, Inc. shareholders approved Advisory vote on compensation of named executive officers at the 2023-07-14 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-07-14 source text: 3. The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 3,181,812,253 1,988,402 5,553,440 22,692,250 evidence_url: https://www.sec.gov/Archives/edgar/data/1766502/000176650223000031/0001766502-23-000031-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.