Item 5.07. Submission of Matters to a Vote of Security Holders. On May 11, 2021, Wayfair Inc. (the "Company") held its 2021 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting: 1.The stockholders voted to elect each of the eight (8) nominees for director. 2.The stockholders voted to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2021. 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              329,636,851        553,117           6,647,911
Steven Conine           329,874,768        315,200           6,647,911
Michael Choe            330,097,125        92,843            6,647,911
Andrea Jung             328,792,349       1,397,619          6,647,911
Michael Kumin           327,009,822       3,180,146          6,647,911
Jeffrey Naylor          329,815,337        374,631           6,647,911
Anke Schäferkordt       330,126,429        63,539            6,647,911
Michael E. Sneed        330,136,068        53,900            6,647,911


Proposal 2: Ratification of Selection of Independent Registered Public
Accounting Firm
     For            Against        Abstain        Broker Non-Votes
 336,581,761        205,836        50,282                -



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