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

On October 13, 2022, the stockholders of Wayfair Inc. (the "Company"), upon the recommendation of the Company's Board of Directors, approved Amendment No. 1 (the "Amendment") to the Company's 2014 Incentive Award Plan (the "2014 Plan") to increase the aggregate number of shares of Class A common stock authorized for issuance under the 2014 Plan by 5,000,000 shares. The terms of the 2014 Plan and the Amendment, copies of which are filed as Annex A and Annex B, respectively, to the Company's Definitive Proxy Statement on Schedule 14A filed on August 29, 2022 (the "Proxy Statement"), and the description of the Amendment and the 2014 Plan contained in Proposal 1 of the Proxy Statement, are incorporated herein by reference in their entirety.

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

On October 13, 2022, the Company held a Special Meeting of Stockholders (the "Special Meeting"). At the Special Meeting, the stockholders approved a proposal to amend the 2014 Plan to increase the aggregate number of shares of Class A common stock authorized for issuance under the 2014 Plan by 5,000,000 shares.

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 to a vote of stockholders at the Special Meeting.

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

Proposal 1: Approval of Amendment No. 1 to the 2014 Incentive Plan



     For            Against         Abstain        Broker Non-Votes
 280,563,504       41,208,856       48,550                -




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