Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2023 Annual Meeting of Stockholders (the "Annual Meeting") of Wayfair Inc. (the "Company") held on April 25, 2023 (the "Effective Date"), stockholders of the Company approved the Wayfair Inc. 2023 Incentive Award Plan (the "2023 Plan"). The 2023 Plan is an equity incentive plan pursuant to which awards, including stock options, restricted stock, restricted stock units, performance awards, dividend equivalent rights, stock payments, stock appreciation rights and substitute awards, may be granted to officers, including executive officers, employees, consultants and non-employee directors of the Company and its subsidiaries. The 2023 Plan was adopted principally to serve as a successor plan to the Wayfair Inc. 2014 Incentive Award Plan, as amended (the "2014 Plan"). The maximum number of shares of Class A common stock that may be issued under the 2023 Plan is the sum of: (i) 15,000,000 shares of Class A common stock, (ii) any shares of Class A common stock available for grant under the 2014 Plan as of the Effective Date and (iii) any shares of Class A common stock which are subject to 2014 Plan awards and become available for issuance under the 2023 Plan after the Effective Date of the 2023 Plan. It is not possible to determine the specific amounts and types of awards that may be granted to eligible participants under the 2023 Plan subsequent to the Annual Meeting because the grant and payment of such awards is subject to the discretion of the Compensation Committee of the Company's Board of Directors (the "Board"). The 2023 Plan will remain in effect until it is terminated by the Board or the Compensation Committee. The foregoing description of the 2023 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2023 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

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 2023.

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

4.The stockholders approved the 2023 Plan.

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              297,085,545       1,107,585           14,609,466
Steven Conine           297,125,114       1,068,016           14,609,466
Michael Choe            297,448,666        744,464            14,609,466
Andrea Jung             288,792,631       9,400,499           14,609,466
Jeremy King             291,581,535       6,611,595           14,609,466
Michael Kumin           282,344,827       15,848,303          14,609,466
Jeffrey Naylor          297,107,277       1,085,853           14,609,466
Anke Schäferkordt       297,812,108        381,022            14,609,466
Michael E. Sneed        294,413,234       3,779,896           14,609,466


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

     For            Against        Abstain        Broker Non-Votes
 312,558,390        196,768        47,438                -


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Proposal 3: Non-Binding Advisory Vote to Approve Executive Compensation



     For            Against         Abstain        Broker Non-Votes
 274,044,439       24,101,321       47,370            14,609,466

Proposal 4: Vote to Approve Wayfair Inc. 2023 Plan.



     For            Against         Abstain        Broker Non-Votes
 263,837,193       34,315,487       40,450            14,609,466

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

Exhibit
No.                                                   Description
    10.1              Wayfair Inc. 2023 Incentive Award Plan
     104            Cover Page Interactive Data File (embedded within Inline XBRL document)


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