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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 14, 2024  
 
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 14, 2024, Wayfair Inc. (the “Company”) held its 2024 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 2024.

The Company’s inspector of elections certified the following vote tabulations:
Proposal 1: Election of Directors
Nominee For Abstain Broker Non-Votes
Niraj Shah 327,032,961 1,950,908 15,935,657
Steven Conine 328,247,120 736,749 15,935,657
Andrea Jung 319,157,505 9,826,364 15,935,657
Jeremy King 317,384,933 11,598,936 15,935,657
Michael Kumin 312,009,729 16,974,140 15,935,657
Jeffrey Naylor 326,910,731 2,073,138 15,935,657
Anke Schäferkordt 328,611,771 372,098 15,935,657
Michael E. Sneed 327,316,184 1,667,685 15,935,657
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm
For Against Abstain Broker Non-Votes
343,691,834 1,044,178 183,514



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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 15, 2024 By: /s/ ENRIQUE COLBERT
  Enrique Colbert
    General Counsel and Secretary

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