---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-071219"
form_type: "8-K"
ticker: "WRBY"
cik: "0001504776"
company_name: "Warby Parker Inc."
filed_at: "2023-06-14T23:59:59+00:00"
generated_at: "2026-06-14T01:09:43.171897+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Warby Parker stockholders elect three directors, ratify EY as auditor, support one-year say-on-pay frequency

## Summary
- Dave Gilboa, Youngme Moon, Ronald Williams elected as Class II directors for terms expiring 2026.
- Ratification of Ernst & Young as independent auditor for FY2023 approved with ~281M votes for.
- Non-binding advisory vote favors one-year frequency for future say-on-pay votes; board adopts annual frequency.
- Combined voting power represented at meeting was approximately 95.79%.

## SEC filing metadata
- accession: 0001104659-23-071219
- form_type: 8-K
- ticker: WRBY
- cik: 0001504776
- company_name: Warby Parker Inc.
- filed_at: 2023-06-14T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1504776/000110465923071219/0001104659-23-071219-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1504776/000110465923071219/tm2318655d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-071219
- JSON: https://secwatch.observer/filing/0001104659-23-071219.json
- Plain text: https://secwatch.observer/filing/0001104659-23-071219.txt

## Key facts
- Shareholder Votes
  Warby Parker Inc. shareholders approved Election of three Class II directors for a term of office expiring on the date of the annual meeting of stockholders in 2026 at the 2023-06-08 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-08
  source text: The stockholders elected each of the three persons named below as Class II directors to serve until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified. The results of such vote were: Votes FOR Votes WITHHELD Broker Non-Votes Dave Gilboa 265,807,689 3,129,423 12,139,300 Youngme Moon 259,759,795 9,177,317 12,139,300 Ronald Williams 259,720,664 9,216,448 12,139,300
  evidence_url: https://www.sec.gov/Archives/edgar/data/1504776/000110465923071219/0001104659-23-071219-index.htm
- Shareholder Votes
  Warby Parker Inc. shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-06-08 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-08
  source text: The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of such vote were: Votes FOR Votes AGAINST Votes ABSTAINED Broker Non- Votes 281,015,593 29,792 31,027 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1504776/000110465923071219/0001104659-23-071219-index.htm
- Shareholder Votes
  Warby Parker Inc. shareholders approved Approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of our named executive officers at the 2023-06-08 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-06-08
  source text: The stockholders’ preferred frequency of future advisory votes on the compensation of the Company’s named executive officers was “one year.” The results of such vote were: Votes for One Year Votes for Two Years Votes for Three Years Votes Abstained Broker Non-Votes 268,637,177 208,010 85,082 6,843 12,139,300
  evidence_url: https://www.sec.gov/Archives/edgar/data/1504776/000110465923071219/0001104659-23-071219-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.