Wayfair (W) Proxy filing summary

Voting matters and shareholder proposals

• Nine directors are nominated for election, with board recommendation to vote for each nominee.

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

• Advisory vote on executive compensation (say-on-pay) is included, with board recommending approval.

• Approval of Amendment No. 1 to the 2023 Incentive Award Plan is proposed, with board support.

• Proxies may vote on other business that arises during the meeting.

Board of directors and corporate governance

• Nine individuals are nominated for the board, including Niraj Shah, Steven Conine, Diana Frost, Andrea Jung, Jeremy King, Michael Kumin, Harry A. Lawton III, Jeffrey Naylor, and Michael E. Sneed.

Executive compensation and say-on-pay

• A non-binding advisory resolution seeks shareholder approval of executive compensation practices.

• Amendment to the 2023 Incentive Award Plan is up for shareholder approval.