Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2023 Annual Meeting of Stockholders (the "Annual Meeting") of
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
3.The stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers.
4.The stockholders approved 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 to a vote of stockholders 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 297,085,545 1,107,585 14,609,466 Steven Conine 297,125,114 1,068,016 14,609,466 Michael Choe 297,448,666 744,464 14,609,466 Andrea Jung 288,792,631 9,400,499 14,609,466 Jeremy King 291,581,535 6,611,595 14,609,466 Michael Kumin 282,344,827 15,848,303 14,609,466 Jeffrey Naylor 297,107,277 1,085,853 14,609,466 Anke Schäferkordt 297,812,108 381,022 14,609,466 Michael E. Sneed 294,413,234 3,779,896 14,609,466 Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm For Against Abstain Broker Non-Votes 312,558,390 196,768 47,438 - 2
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Proposal 3: Non-Binding Advisory Vote to Approve Executive Compensation
For Against Abstain Broker Non-Votes 274,044,439 24,101,321 47,370 14,609,466
Proposal 4: Vote to
For Against Abstain Broker Non-Votes 263,837,193 34,315,487 40,450 14,609,466
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1Wayfair Inc. 2023 Incentive Award Plan 104 Cover Page Interactive Data File (embedded within Inline XBRL document) 3
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