Warby Parker (WRBY) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 8, 2026, with voting available online, by phone, or mail.

• Holders of Class A and Class B common stock as of April 16, 2026, are eligible to vote, with Class B shares carrying 10 votes each.

• Key 2025 results include double-digit revenue growth, first full year of positive net income, and expanded Adjusted EBITDA.

• The company opened 47 new stores, ended 2025 with 323 stores, and distributed its 25 millionth pair of glasses through its social impact program.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class II directors, ratifying Ernst & Young LLP as auditor for 2026, and approving executive compensation on an advisory basis.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by December 29, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board is divided into three staggered classes; nine directors serve, with a mix of founders and independent members.

• The board has adopted governance guidelines, a code of conduct, and committee charters.

• Ronald Williams serves as Lead Director, and the board regularly reviews its leadership structure.

• All directors attended at least 75% of meetings in 2025.