CHEWY INC CLASS A (CHWY)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
CHEWY INC CLASS A · Meeting: July 9, 2026
Directors FOR
1
Directors AGAINST
4
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Svider has served as Board Chairperson since 2019 and bears full accountability for the period during which Chewy's stock fell roughly 39% over three years while the company's own compensation peer group rose a median of 48%, a gap of about 87 percentage points that far exceeds the 20-percentage-point trigger for directors whose stock has declined in absolute terms; the five-year record is even worse at a roughly 97-percentage-point gap, so the longer-term check provides no relief, and a vote against is warranted.
Mr. Castelli joined the board in May 2022, which is more than 24 months before the proxy filing date and gives him full overlap with the three-year underperformance period; Chewy's stock declined roughly 39% over three years while peers rose a median of 48%, a gap of 87 percentage points that exceeds the 20-point trigger, and the five-year data does not provide a mitigating longer track record.
Mr. Nelson has served on the board since July 2021, giving him nearly four years of tenure and full overlap with the three-year underperformance window; Chewy's stock fell roughly 39% over three years while its peer group median rose about 48%, a gap of approximately 87 percentage points well above the 20-point threshold, and the five-year record shows an even larger gap of roughly 98 percentage points, so no longer-term mitigant applies.
Mr. Nesbitt joined the board in September 2020 and has been a director throughout the entire three-year underperformance period; Chewy's shares dropped roughly 39% over that span while the company's peer group median gained about 48%, producing an 87-percentage-point gap that far exceeds the 20-point trigger, and the five-year record is similarly poor with no mitigating effect.
For Analysis
Dr. Goldhaber was elected to the board in April 2025, which is less than 24 months before the annual meeting date of July 9, 2026, so he is exempt from the TSR underperformance trigger under the policy; no other disqualifying factors are present.
Of the five Class I nominees, four (Svider, Castelli, Nelson, Nesbitt) are voted AGAINST because they each served on the board for more than 24 months and bear accountability for Chewy's severe stock underperformance: the stock fell about 39% over three years while the company's own disclosed peer group rose a median of 48%, a gap of roughly 87 percentage points that far exceeds the 20-point trigger applicable when absolute returns are negative. The five-year record (roughly minus 71% vs. peers plus 27%) provides no relief. Nat Goldhaber, who joined in April 2025, is exempt from the TSR trigger as a new director within 24 months and receives a FOR vote.
Say on Pay
✗ AGAINSTCEO
Sumit Singh
Total Comp
$25,721,751
Prior Support
overwhelmingly in favor%
CEO Sumit Singh received total compensation of approximately $25.7 million in fiscal year 2025, which is significantly above what a CEO at an $8.6 billion consumer discretionary company would typically be benchmarked at, driven largely by a large equity award of $20 million; while the pay mix is appropriately weighted toward variable compensation (roughly 95% of total pay is non-salary), the pay-for-performance alignment fails because above-benchmark incentive pay was delivered during a period when Chewy's stock fell roughly 39% over three years while the company's own compensation peer group rose a median of 48% — a gap of approximately 87 percentage points. The prior say-on-pay vote was overwhelmingly supportive, so no prior-year response concern applies, but the extreme disconnect between shareholder experience (a 53% stock decline over the past year and nearly 39% over three years) and executive pay levels warrants a vote against.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
9 yrs
Audit Fees
$3,098,824
Non-Audit Fees
$0
Deloitte has audited Chewy since 2017 (approximately nine years), well below the 25-year tenure threshold that would raise concern; non-audit fees are zero, so there is no independence issue from consulting or advisory work; and there are no disclosed restatements or auditor adequacy concerns for this large-cap company using a Big 4 firm.
Overall Assessment
The 2026 Chewy annual meeting presents a challenging ballot: four of five director nominees receive AGAINST votes due to severe stock underperformance (Chewy's shares fell roughly 39% over three years against a peer-group median gain of 48%), and the Say on Pay vote receives an AGAINST recommendation because CEO compensation of $25.7 million is misaligned with a shareholder experience of deeply negative returns over three and five years; the auditor ratification is straightforward and receives a FOR vote as Deloitte has served for only nine years with zero non-audit fees.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing