Wayfair shareholders approve 20M share increase for 2023 Incentive Award Plan

Wayfair Inc.

Shareholders approved Amendment No. 1 to add 20,000,000 shares to the 2023 Incentive Award Plan.
All nine director nominees elected, including co-founders Niraj Shah and Steven Conine.
Ratified PricewaterhouseCoopers LLP as independent auditor for fiscal 2026.
Advisory vote on executive compensation passed with 247.8M for, 60.9M against.
Plan amendment vote: 253.7M for, 54.9M against, 19.3K abstain (excluding broker non-votes).

item 5.02 item 5.07 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Wayfair Inc. shareholders approved Election of Directors.

Proposal: director election
Outcome: passed

Exact text from the filing

The stockholders voted to elect each of the nine (9) nominees for director.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Wayfair Inc. shareholders approved Ratification of Selection of Independent Registered Public Accounting Firm.

Proposal: auditor ratification
Outcome: passed

Exact text from the filing

The stockholders voted to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Wayfair Inc. shareholders approved Non-Binding Advisory Vote to Approve Executive Compensation.

Proposal: say on pay
Outcome: passed

Exact text from the filing

The stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Wayfair Inc. shareholders approved Vote to Approve Amendment No. 1 to the Wayfair Inc. 2023 Incentive Award Plan.

Proposal: equity plan
Outcome: passed

Exact text from the filing

The stockholders approved the Amendment to the 2023 Plan.

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Wayfair Inc. filing history →

Source: SEC EDGAR

accession 0001616707-26-000122

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