SEC Document


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 18, 2016 
 
 
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, 7th Floor
Boston, MA 02116
(Address of principal executive offices) (Zip Code)
 
(617) 532-6100
(Registrant’s telephone number, include area code)

N/A
(Former Name or Former Address, 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:
 
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 5.07. Submission of Matters to a Vote of Security Holders
On May 18, 2016, Wayfair Inc. (the “Company”) held its annual meeting of stockholders to consider and vote on the matters listed below. The proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 5, 2016. The final voting results from the meeting are set forth below.
Proposal No. 1
Votes regarding the election of eight directors to hold office until the next annual meeting of stockholders were as follows:
Nominee
 
For
 
Abstain
 
Broker Non-Votes
Neeraj Agrawal
 
405,353,577

 
27,781

 
6,749,712

Julie Bradley
 
405,247,649

 
133,709

 
6,749,712

Steven Conine
 
405,330,890

 
50,468

 
6,749,712

Robert Gamgort
 
405,353,703

 
27,655

 
6,749,712

Michael Kumin
 
405,243,703

 
137,655

 
6,749,712

Ian Lane
 
405,355,234

 
26,124

 
6,749,712

Romero Rodrigues
 
405,355,234

 
26,124

 
6,749,712

Niraj Shah
 
405,330,114

 
51,244

 
6,749,712

Proposal No. 2
Votes regarding the ratification of the selection by the audit committee of the Company’s board of directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016 were as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
411,877,427

 
17,542

 
236,101

 
—

Proposal No. 3
Advisory votes on the frequency of future executive compensation advisory votes were as follows:
 One Year
 
Two Years
 
Three Years
 
Abstain
 
Broker Non-Votes
16,346,438

 
407,509

 
388,580,770
 
46,641

 
6,749,712

Based on the recommendation of the Board of Directors in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 5, 2016 and the voting results from the annual meeting of stockholders, the Company will include an advisory vote on executive compensation in its proxy statement every three years.





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 
 
WAYFAIR INC.
 
 
 
 
Date: May 24, 2016
By:
/s/ NIRAJ SHAH
 
 
Niraj Shah
 
 
President and Chief Executive Officer