Wayfair (W) investor relations material

Opening remarks and agenda

• Meeting conducted virtually via live audio webcast, allowing real-time voting and question submission.

• Inspector of Elections from Broadridge Financial Solutions appointed and present.

• Introduction of key executives, board members, and independent auditors.

• Notice of meeting and proxy materials made available electronically and at company offices.

• Quorum confirmed, meeting officially convened.

Shareholder proposals

• Election of nine directors to serve until the next annual meeting.

• Ratification of PricewaterhouseCoopers LLP as independent auditors for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation for fiscal 2025 (Say on Pay).

• Approval sought for amendment to 2023 Incentive Award Plan, increasing shares available by 20 million.

Overview of voting outcomes

• Board recommended a vote for all proposals presented.

• Polls opened for live voting; most votes already submitted via proxy or electronic means.

• Polls officially closed after all had the opportunity to vote.

• Inspector to certify results, which will be reported in Form 8-K within four business days.