W Wayfair Inc. - 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21, 2026, Wayfair Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved Amendment No. 1 (the “Amendment”) to the Wayfair Inc. 2023 Incentive Award Plan (the “2023 Plan”), to increase the number of shares of Class A common stock authorized for issuance under the 2023 Plan by 20,000,000 shares. The terms and descriptions of the 2023 Plan and the Amendment, which are included in the Company’s Definitive Proxy Statement on Schedule 14A filed on March 31, 2026 (the “Proxy Statement”), and the text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, are incorporated herein by reference in their entirety.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting:

1. The stockholders voted to elect each of the nine (9) nominees for director.

2. The stockholders voted to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026.

3. The stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers.

4. The stockholders approved the Amendment to the 2023 Plan.

Holders of the Company’s Class A common stock are entitled to one (1) vote per share and holders of the Company’s Class B common stock are entitled to ten (10) votes per share. Holders of Class A common stock and Class B common stock voted together as a single class on all matters submitted at the Annual Meeting.

The Company’s inspector of elections certified the following vote tabulations:

Proposal 1: Election of Directors

Nominee

For

Abstain

Broker Non-Votes

Niraj Shah

306,992,250

1,709,895

10,775,007

Steven Conine

307,455,531

1,246,614

10,775,007

Diana Frost

299,807,878

8,894,267

10,775,007

Andrea Jung

287,757,377

20,944,768

10,775,007

Jeremy King

299,321,924

9,380,221

10,775,007

Michael Kumin

273,900,950

34,801,195

10,775,007

Harry A. Lawton III

308,191,760

510,385

10,775,007

Jeffrey Naylor

307,845,412

856,733

10,775,007

Michael E. Sneed

287,758,079

20,944,066

10,775,007

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm

For

Against

Abstain

Broker Non-Votes

319,440,139

18,316

18,697

—

Proposal 3: Non-Binding Advisory Vote to Approve Executive Compensation

For

Against

Abstain

Broker Non-Votes

247,755,435

60,925,156

21,554

10,775,007

2

Proposal 4: Vote to Approve Amendment No. 1 to the Wayfair Inc. 2023 Incentive Award Plan.

For

Against

Abstain

Broker Non-Votes

253,741,331

54,941,475

19,339

10,775,007

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

10.1

Amendment No. 1 to the Wayfair Inc. 2023 Incentive Award Plan

104

Cover Page Interactive Data File (embedded within Inline XBRL document)

3