Wayfair Inc. 2026 Annual Meeting of Stockholders and Incentive Award Plan Amendment

Wayfair Inc. held its 2026 Annual Meeting of Stockholders on May 21, 2026. The stockholders approved Amendment No. 1 to the Wayfair Inc. 2023 Incentive Award Plan, increasing the authorized shares by 20,000,000. The amendment, effective immediately, revises the share reserve to a total of 35,000,000 shares plus any shares from prior awards that become available. Stockholders also elected nine directors, ratified PricewaterhouseCoopers LLP as the independent auditor for fiscal 2026, and approved the compensation of named executive officers on a non-binding advisory basis. Voting was conducted with Class A common stock holders receiving one vote per share and Class B common stock holders receiving ten votes per share, with both classes voting together.