Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 11, 2020, the Board of Directors (the "Board") of Wayfair Inc. (the
"Company") elected Michael E. Sneed to the Board, effective immediately, to fill
the existing vacancy on the Board.
The Board has determined that Mr. Sneed is "independent" under the rules and
regulations of the New York Stock Exchange and the Securities and Exchange
Commission. There are no transactions between Mr. Sneed and the Company that
would be reportable under Item 404(a) of Regulation S-K. Mr. Sneed was not
selected as a director pursuant to any arrangement or understanding between him
and any other person.
In connection with his election to the Board, the Board granted Mr. Sneed a
restricted stock unit award under the Company's 2014 Incentive Award Plan with a
value of $200,000 as of the date of grant, subject to a three year vesting
schedule. In addition, the Company entered into its standard form of
indemnification agreement with Mr. Sneed. Under the indemnification agreement,
the Company agrees to indemnify Mr. Sneed to the fullest extent permitted by
Delaware law for certain liabilities to which he may become subject as a result
of his service as a director of the Company. A copy of the Company's form of
indemnification agreement is filed as Exhibit 10.1 to the Company's Current
Report on Form 8-K dated January 8, 2018.
A copy of the Company's press release regarding these events is being furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release issued on November 1 3 , 2020
104 Inline XBRL for the cover page of this Current Report on Form 8-K
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