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

On May 24, 2022, Wayfair Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). 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 Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2022.

3.The stockholders approved, on a non-binding, advisory basis, a proposal to include an advisory vote on executive compensation in its proxy statement every three (3) years.

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              321,830,260        795,309           7,139,863
Steven Conine           321,917,788        707,781           7,139,863
Michael Choe            322,186,974        438,595           7,139,863
Andrea Jung             321,388,868       1,236,701          7,139,863
Jeremy King             322,415,734        209,835           7,139,863
Michael Kumin           319,667,083       2,958,486          7,139,863
Jeffrey Naylor          322,121,311        504,258           7,139,863
Anke Schäferkordt       322,233,620        391,949           7,139,863
Michael E. Sneed        322,046,170        579,399           7,139,863


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

     For            Against        Abstain        Broker Non-Votes
 329,652,323        95,992         17,117                -


Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive
Compensation

  One Year       Two Years      Three Years        Abstain        Broker Non-Votes
 37,161,159       42,525        285,331,439        90,446            7,139,863

Based on the recommendation of the Board of Directors in the Company's Proxy Statement for the Annual Meeting and the voting results from Proposal 3, the Company will include an advisory vote on executive compensation in its proxy statement (say-on-pay vote) every three years until the next required vote on the frequency of a say-on-pay vote.




                                       2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses