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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 20, 2025
WAYFAIR INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | |
| Delaware | 001-36666 | 36-4791999 |
(State or other jurisdiction of
incorporation or organization) | (Commission
File Number) | (I.R.S. Employer
Identification No.) |
| 4 Copley Place | Boston | MA | 02116 |
| (Address of principal executive offices) | | | (Zip Code) |
(617) 532-6100
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, $0.001 par value per share | W | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 20, 2025, Wayfair Inc. (the “Company”) held its 2025 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 PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2025.
The Company’s inspector of elections certified the following vote tabulations:
Proposal 1: Election of Directors
| | | | | | | | | | | | | | | | | | | | |
| Nominee | | For | | Abstain | | Broker Non-Votes |
| Niraj Shah | | 324,143,530 | | 2,919,041 | | 14,153,533 |
| Steven Conine | | 324,433,433 | | 2,629,138 | | 14,153,533 |
| Diana Frost | | 326,840,840 | | 221,731 | | 14,153,533 |
| Andrea Jung | | 299,191,214 | | 27,871,357 | | 14,153,533 |
| Jeremy King | | 320,237,458 | | 6,825,113 | | 14,153,533 |
| Michael Kumin | | 316,534,619 | | 10,527,952 | | 14,153,533 |
| Jeffrey Naylor | | 326,649,003 | | 413,568 | | 14,153,533 |
| Michael E. Sneed | | 326,336,823 | | 725,748 | | 14,153,533 |
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 340,789,761 | | 375,494 | | 50,849 | | — |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| | WAYFAIR INC. |
| | |
| | |
| Date: May 22, 2025 | By: | /s/ ANDREW OLIVER |
| | Andrew Oliver |
| | | Deputy General Counsel and Assistant Secretary |