SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 16, 2018
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
4 Copley Place, 7th Floor
Boston, MA 02116
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 16, 2018, the Board of Directors (the “Board”) of Wayfair Inc. (the “Company”) elected Andrea Jung to the Board, effective immediately, to fill the vacancy created by Ian Lane's resignation. Ms. Jung will serve until the Company’s 2019 Annual Meeting of Stockholders, or until her successor has been duly elected and qualified. The Company did not appoint Ms. Jung to any Board committee.
The Board has determined that Ms. Jung is “independent” under the Corporate Governance Standards of the New York Stock Exchange and under the Company's Corporate Governance Guidelines. There are no transactions between Ms. Jung and the Company that would be reportable under Item 404(a) of Regulation S-K. Ms. Jung was not selected as a director pursuant to any arrangement or understanding between her and any other person.
In connection with her election to the Board, the Board intends to grant Ms. Jung a restricted stock unit award under the Company's 2014 Incentive Award Plan with a value of $200,000 as of the date of grant, subject to a three year vesting schedule. In addition, the Company entered into its standard form of indemnification agreement with Ms. Jung. The indemnification agreement, among other things, would require the Company to indemnify Ms. Jung for certain liabilities to which she may become subject as a result of her affiliation with the Company. A form of the indemnification agreement was previously filed by the Company as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 8, 2018.
A copy of the Company's press release regarding these events is being furnished as Exhibit 99.1 to this 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Company held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) on May 16, 2018. At the Annual Meeting:
The stockholders voted to elect each of the eight (8) nominees for director.
The stockholders voted to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2018.
Holders of the Company's Class A common stock are entitled to one vote per share and holders of the Company's Class B common stock are entitled to ten votes per share. Holders of Class A common stock and Class B common stock voted together as a single class on all matters submitted to a vote of stockholders at the Annual Meeting.
The Company's inspector of elections certified the following vote tabulations:
Proposal 1: Election of Directors
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 18, 2018
/s/ ENRIQUE COLBERT
General Counsel and Secretary