Wayfair (W) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 21, 2026, with four main proposals up for shareholder vote, including director elections, auditor ratification, executive compensation, and an amendment to the 2023 Incentive Award Plan.

• Only holders of Class A and Class B common stock as of March 23, 2026, may vote, with Class B shares carrying ten votes per share.

• The board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

• Forward-looking statements address compensation programs, corporate responsibility goals, and risk factors such as macroeconomic conditions, workforce challenges, and cybersecurity.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, ratifying PwC as auditor, an advisory say-on-pay vote, and increasing shares under the 2023 Incentive Award Plan.

• Shareholder proposals for the 2027 meeting must be submitted by December 1, 2026, for proxy inclusion, or by February 20, 2027, for other business or nominations.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of nine members with diverse backgrounds in technology, retail, finance, and leadership; four directors self-identify as nationally, ethnically, or racially diverse, and two are women.

• All directors except the co-founders are independent; the board is co-chaired by the CEO and co-founder, with a lead independent director.

• Annual board and committee self-evaluations are conducted, and all directors attended at least 75% of meetings in 2025.

• Three standing committees: audit, compensation, and nominating/corporate governance, all comprised of independent directors.

• Non-employee directors receive RSU awards valued at $250,000 annually; no cash retainers or additional benefits.