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Home › Companies › WAYFAIR INC. › 2024-2025

WAYFAIR INC. 2024-2025 Proxy Voting Records

At WAYFAIR INC.'s shareholder meeting held May 20, 2025, in the 2024-2025 proxy season, 71 asset managers reported how they voted on 9 ballot items in their SEC Form N-PX filings, covering 1,933 separate fund positions. WAYFAIR INC.'s own Form 8-K tally for this meeting is published below, but no row in it could be matched to the most widely held item, so this page states no certified outcome for that item. On that item — Election of Eight Directors: Niraj Shah — the reporting funds cast 100% of the shares they voted in favour (FOR divided by FOR plus AGAINST plus WITHHELD; abstained and unvoted shares are excluded because neither took a side). That is the aggregate of those managers' own N-PX disclosures, not the company's certified result, and the funds are a subset of all shareholders.

Download data (CSV): ballot items · votes by manager · column guide.

Compiled from SEC Form N-PX filings and WAYFAIR INC.’s Form 8-K, filed May 22, 2025 (Item 5.07 on EDGAR). Page generated November 8, 2026.

  • 9Ballot items
  • 71Asset managers
  • 1,933Fund votes
  • May 20, 2025Meeting date

Results at a glance

Meeting of May 20, 2025: 9 items on WAYFAIR INC.’s Form 8-K, filed May 22, 2025: 9 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore WAYFAIR INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by WAYFAIR INC.

These tallies are WAYFAIR INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 22, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

WAYFAIR INC. — official shareholder meeting results, meeting held May 20, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Niraj Shah 324,143,530--2,919,041 --14,153,533 —Not verified—
Elect Director: Steven Conine 324,433,433--2,629,138 --14,153,533 —Not verified—
Elect Director: Diana Frost 326,840,840--221,731 --14,153,533 —Not verified—
Elect Director: Andrea Jung 299,191,214--27,871,357 --14,153,533 —Not verified—
Elect Director: Jeremy King 320,237,458--6,825,113 --14,153,533 —Not verified—
Elect Director: Michael Kumin 316,534,619--10,527,952 --14,153,533 —Not verified—
Elect Director: Jeffrey Naylor 326,649,003--413,568 --14,153,533 —Not verified—
Elect Director: Michael E. Sneed 326,336,823--725,748 --14,153,533 —Not verified—
2. Ratification of Selection of Independent Registered Public Accounting Firm 340,789,761375,49450,849 ---- 99.8%Not verified—

Source: WAYFAIR INC., Form 8-K, filed with the SEC on May 22, 2025 — read the filing on EDGAR.

How asset managers voted at the WAYFAIR INC. 2024-2025 meeting

Each item below shows how the 71 asset managers that disclosed a WAYFAIR INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Niraj Shah

Outcome not verifiedDIRECTOR ELECTIONS

Combines 4 wordings of this item as funds reported it.

100% of fund votes cast · no official result

FOR
Details: description as filed, votes by 71 asset managers

Description as filed by funds: Election of Eight Directors: Niraj Shah

The 71 asset managers below reported 37,514,008 for, 234,622 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 37,514,008ABSTAIN: 234,622
Largest asset managers voting on “Election of Eight Directors: Niraj Shah” at WAYFAIR INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard11,096,9210 00For
Capital Group10,481,9660 00For
Fidelity8,033,2890 00For
JANUS INVESTMENT FUND4,088,9470 00For
Charles Schwab1,010,2780 00For
BlackRock625,5210 00For
JPMorgan523,5150 00For
Goldman Sachs296,9520 00For
JANUS ASPEN SERIES223,1990 00For
DWS130,4220 00For
Amplify ETF Trust00 111,6650Abstain
Hartford102,4300 00For
AQR98,7450 00For
Northwestern Mutual86,0250 00For
HEARTLAND GROUP INC80,0000 00For
Morgan Stanley77,1530 00For
ProShares74,9310 00For
Equitable71,1060 00For
Columbia Threadneedle00 66,4340Abstain
Nuveen54,5950 00For
ALGER FUNDS47,8190 00For
John Hancock1,5780 42,5920Abstain
Global X34,7670 00For
MASTER INVESTMENT PORTFOLIO34,7510 00For
ALGER PORTFOLIOS28,6710 00For

Showing the 25 largest of 71 asset managers. All 71 are in the interactive database (link above).

2. Elect Director: Steven Conine

Outcome not verifiedDIRECTOR ELECTIONS

Combines 4 wordings of this item as funds reported it.

100% of fund votes cast · no official result

FOR
Details: description as filed, votes by 71 asset managers

Description as filed by funds: Election of Eight Directors: Steven Conine

The 71 asset managers below reported 37,627,104 for, 121,526 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 37,627,104ABSTAIN: 121,526
Largest asset managers voting on “Election of Eight Directors: Steven Conine” at WAYFAIR INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard11,096,9210 00For
Capital Group10,481,9660 00For
Fidelity8,033,2890 00For
JANUS INVESTMENT FUND4,088,9470 00For
Charles Schwab1,010,2780 00For
BlackRock625,5210 00For
JPMorgan523,5150 00For
Goldman Sachs296,9520 00For
JANUS ASPEN SERIES223,1990 00For
DWS130,4220 00For
Amplify ETF Trust111,6650 00For
Hartford102,4300 00For
AQR98,7450 00For
Northwestern Mutual86,0250 00For
HEARTLAND GROUP INC80,0000 00For
Morgan Stanley77,1530 00For
ProShares74,9310 00For
Equitable71,1060 00For
Columbia Threadneedle00 66,4340Abstain
Nuveen54,5950 00For
ALGER FUNDS47,8190 00For
John Hancock1,5780 42,5920Abstain
Global X34,7670 00For
MASTER INVESTMENT PORTFOLIO34,7510 00For
ALGER PORTFOLIOS28,6710 00For

Showing the 25 largest of 71 asset managers. All 71 are in the interactive database (link above).

3. Elect Director: Diana Frost

Outcome not verifiedDIRECTOR ELECTIONS

Combines 4 wordings of this item as funds reported it.

100% of fund votes cast · no official result

FOR
Details: description as filed, votes by 71 asset managers

Description as filed by funds: Election of Eight Directors: Diana Frost

The 71 asset managers below reported 37,743,073 for, 5,557 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 37,743,073ABSTAIN: 5,557
Largest asset managers voting on “Election of Eight Directors: Diana Frost” at WAYFAIR INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard11,096,9210 00For
Capital Group10,481,9660 00For
Fidelity8,033,2890 00For
JANUS INVESTMENT FUND4,088,9470 00For
Charles Schwab1,010,2780 00For
BlackRock625,5210 00For
JPMorgan523,5150 00For
Goldman Sachs296,9520 00For
JANUS ASPEN SERIES223,1990 00For
DWS130,4220 00For
Amplify ETF Trust111,6650 00For
Hartford102,4300 00For
AQR98,7450 00For
Northwestern Mutual86,0250 00For
HEARTLAND GROUP INC80,0000 00For
Morgan Stanley77,1530 00For
ProShares74,9310 00For
Equitable71,1060 00For
Columbia Threadneedle66,4340 00For
Nuveen54,5950 00For
ALGER FUNDS47,8190 00For
John Hancock44,1700 00For
Global X34,7670 00For
MASTER INVESTMENT PORTFOLIO34,7510 00For
ALGER PORTFOLIOS28,6710 00For

Showing the 25 largest of 71 asset managers. All 71 are in the interactive database (link above).

4. Elect Director: Andrea Jung

Outcome not verifiedDIRECTOR ELECTIONS

Combines 4 wordings of this item as funds reported it.

100% of fund votes cast · no official result

FORABSTAIN
Details: description as filed, votes by 71 asset managers

Description as filed by funds: Election of Eight Directors: Andrea Jung

The 71 asset managers below reported 24,736,804 for, 13,011,826 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 24,736,804ABSTAIN: 13,011,826
Largest asset managers voting on “Election of Eight Directors: Andrea Jung” at WAYFAIR INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,464,2020 8,632,7190Mixed
Capital Group10,481,9660 00For
Fidelity7,307,7860 725,5030Mixed
JANUS INVESTMENT FUND4,088,9470 00For
Charles Schwab00 1,010,2780Abstain
BlackRock00 625,5210Abstain
JPMorgan00 523,5150Abstain
Goldman Sachs00 296,9520Abstain
JANUS ASPEN SERIES223,1990 00For
DWS00 130,4220Abstain
Amplify ETF Trust00 111,6650Abstain
Hartford00 102,4300Abstain
AQR00 98,7450Abstain
Northwestern Mutual00 86,0250Abstain
HEARTLAND GROUP INC00 80,0000Abstain
Morgan Stanley77,1530 00For
ProShares00 74,9310Abstain
Equitable40,1260 30,9800Mixed
Columbia Threadneedle00 66,4340Abstain
Nuveen00 54,5950Abstain
ALGER FUNDS00 47,8190Abstain
John Hancock00 44,1700Abstain
Global X00 34,7670Abstain
MASTER INVESTMENT PORTFOLIO00 34,7510Abstain
ALGER PORTFOLIOS00 28,6710Abstain

Showing the 25 largest of 71 asset managers. All 71 are in the interactive database (link above).

5. Elect Director: Jeremy King

Outcome not verifiedDIRECTOR ELECTIONS

Combines 4 wordings of this item as funds reported it.

100% of fund votes cast · no official result

FOR
Details: description as filed, votes by 71 asset managers

Description as filed by funds: Election of Eight Directors: Jeremy King

The 71 asset managers below reported 37,030,026 for, 718,604 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 37,030,026ABSTAIN: 718,604
Largest asset managers voting on “Election of Eight Directors: Jeremy King” at WAYFAIR INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard11,096,1860 7350For
Capital Group10,481,9660 00For
Fidelity8,033,2890 00For
JANUS INVESTMENT FUND4,088,9470 00For
Charles Schwab1,010,2780 00For
BlackRock625,5210 00For
JPMorgan523,5150 00For
Goldman Sachs00 296,9520Abstain
JANUS ASPEN SERIES223,1990 00For
DWS130,4220 00For
Amplify ETF Trust111,6650 00For
Hartford102,4300 00For
AQR00 98,7450Abstain
Northwestern Mutual86,0250 00For
HEARTLAND GROUP INC80,0000 00For
Morgan Stanley77,1530 00For
ProShares00 74,9310Abstain
Equitable44,9090 26,1970Mixed
Columbia Threadneedle66,4340 00For
Nuveen54,5950 00For
ALGER FUNDS00 47,8190Abstain
John Hancock00 44,1700Abstain
Global X34,7670 00For
MASTER INVESTMENT PORTFOLIO34,7510 00For
ALGER PORTFOLIOS00 28,6710Abstain

Showing the 25 largest of 71 asset managers. All 71 are in the interactive database (link above).

6. Elect Director: Michael Kumin

Outcome not verifiedDIRECTOR ELECTIONS

Combines 4 wordings of this item as funds reported it.

100% of fund votes cast · no official result

FOR
Details: description as filed, votes by 71 asset managers

Description as filed by funds: Election of Eight Directors: Michael Kumin

The 71 asset managers below reported 35,842,322 for, 1,906,308 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 35,842,322ABSTAIN: 1,906,308
Largest asset managers voting on “Election of Eight Directors: Michael Kumin” at WAYFAIR INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard11,096,1860 7350For
Capital Group10,481,9660 00For
Fidelity7,355,5160 677,7730Mixed
JANUS INVESTMENT FUND4,088,9470 00For
Charles Schwab1,010,2780 00For
BlackRock625,5210 00For
JPMorgan523,5150 00For
Goldman Sachs00 296,9520Abstain
JANUS ASPEN SERIES223,1990 00For
DWS130,4220 00For
Amplify ETF Trust00 111,6650Abstain
Hartford00 102,4300Abstain
AQR00 98,7450Abstain
Northwestern Mutual00 86,0250Abstain
HEARTLAND GROUP INC00 80,0000Abstain
Morgan Stanley77,1530 00For
ProShares00 74,9310Abstain
Equitable44,9090 26,1970Mixed
Columbia Threadneedle66,4340 00For
Nuveen00 54,5950Abstain
ALGER FUNDS00 47,8190Abstain
John Hancock00 44,1700Abstain
Global X00 34,7670Abstain
MASTER INVESTMENT PORTFOLIO34,7510 00For
ALGER PORTFOLIOS00 28,6710Abstain

Showing the 25 largest of 71 asset managers. All 71 are in the interactive database (link above).

7. Elect Director: Jeffrey Naylor

Outcome not verifiedDIRECTOR ELECTIONS

Combines 4 wordings of this item as funds reported it.

100% of fund votes cast · no official result

FOR
Details: description as filed, votes by 71 asset managers

Description as filed by funds: Election of Eight Directors: Jeffrey Naylor

The 71 asset managers below reported 37,725,998 for, 22,632 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 37,725,998ABSTAIN: 22,632
Largest asset managers voting on “Election of Eight Directors: Jeffrey Naylor” at WAYFAIR INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard11,096,9210 00For
Capital Group10,481,9660 00For
Fidelity8,033,2890 00For
JANUS INVESTMENT FUND4,088,9470 00For
Charles Schwab1,010,2780 00For
BlackRock625,5210 00For
JPMorgan523,5150 00For
Goldman Sachs296,9520 00For
JANUS ASPEN SERIES223,1990 00For
DWS130,4220 00For
Amplify ETF Trust111,6650 00For
Hartford102,4300 00For
AQR98,7450 00For
Northwestern Mutual86,0250 00For
HEARTLAND GROUP INC80,0000 00For
Morgan Stanley77,1530 00For
ProShares74,9310 00For
Equitable60,5830 10,5230Mixed
Columbia Threadneedle66,4340 00For
Nuveen54,5950 00For
ALGER FUNDS47,8190 00For
John Hancock44,1700 00For
Global X34,7670 00For
MASTER INVESTMENT PORTFOLIO34,7510 00For
ALGER PORTFOLIOS28,6710 00For

Showing the 25 largest of 71 asset managers. All 71 are in the interactive database (link above).

8. Elect Director: Michael E. Sneed

Outcome not verifiedDIRECTOR ELECTIONS

Combines 4 wordings of this item as funds reported it.

100% of fund votes cast · no official result

FOR
Details: description as filed, votes by 71 asset managers

Description as filed by funds: Election of Eight Directors: Michael E. Sneed

The 71 asset managers below reported 37,609,543 for, 139,087 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 37,609,543ABSTAIN: 139,087
Largest asset managers voting on “Election of Eight Directors: Michael E. Sneed” at WAYFAIR INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard11,096,9210 00For
Capital Group10,481,9660 00For
Fidelity8,033,2890 00For
JANUS INVESTMENT FUND4,088,9470 00For
Charles Schwab1,010,2780 00For
BlackRock625,5210 00For
JPMorgan523,5150 00For
Goldman Sachs296,9520 00For
JANUS ASPEN SERIES223,1990 00For
DWS130,4220 00For
Amplify ETF Trust00 111,6650Abstain
Hartford102,4300 00For
AQR98,7450 00For
Northwestern Mutual86,0250 00For
HEARTLAND GROUP INC80,0000 00For
Morgan Stanley77,1530 00For
ProShares74,9310 00For
Equitable60,5830 10,5230Mixed
Columbia Threadneedle66,4340 00For
Nuveen54,5950 00For
ALGER FUNDS47,8190 00For
John Hancock44,1700 00For
Global X34,7670 00For
MASTER INVESTMENT PORTFOLIO34,7510 00For
ALGER PORTFOLIOS28,6710 00For

Showing the 25 largest of 71 asset managers. All 71 are in the interactive database (link above).

9. Ratification of Selection of Independent Registered Public Accounting Firm

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%
FOR: 340,789,761AGAINST: 375,494
Details: description as filed, official tally, votes by 70 asset managers

Description as filed by funds: To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2025.

WAYFAIR INC.’s own tally for this item (“2. Ratification of Selection of Independent Registered Public Accounting Firm”): 340,789,761 for, 375,494 against, per its Form 8-K filed May 22, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 70 asset managers below reported 37,630,950 for, 113,487 against, 2,589 abstained.

FOR
FOR: 37,630,950AGAINST: 113,487ABSTAIN: 2,589
Largest asset managers voting on “To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public account” at WAYFAIR INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard11,096,9210 00For
Capital Group10,481,9660 00For
Fidelity8,033,2890 00For
JANUS INVESTMENT FUND4,088,9470 00For
Charles Schwab1,010,2780 00For
BlackRock625,5210 00For
JPMorgan523,5150 00For
Goldman Sachs296,9520 00For
JANUS ASPEN SERIES223,1990 00For
DWS130,4220 00For
Amplify ETF Trust0111,665 00Against
Hartford102,4300 00For
AQR98,7450 00For
Northwestern Mutual86,0250 00For
HEARTLAND GROUP INC80,0000 00For
Morgan Stanley77,1530 00For
ProShares74,9310 00For
Equitable71,1060 00For
Columbia Threadneedle66,4340 00For
Nuveen54,5950 00For
ALGER FUNDS47,8190 00For
John Hancock44,1700 00For
Global X34,7670 00For
MASTER INVESTMENT PORTFOLIO34,7510 00For
ALGER PORTFOLIOS28,6710 00For

Showing the 25 largest of 70 asset managers. All 70 are in the interactive database (link above).

Largest WAYFAIR INC. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 127,000,000 shares outstanding at the time of that meeting.

Fund voting reports: top WAYFAIR INC. shareholders by shares voted on “Election of Eight Directors: Niraj Shah”, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 8.74%
2Capital Group 8.25%
3Fidelity 6.33%
4JANUS INVESTMENT FUND 3.22%
5Charles Schwab 0.80%
6BlackRock 0.49%
7JPMorgan 0.41%
8Goldman Sachs 0.23%
9JANUS ASPEN SERIES 0.18%
10DWS 0.10%

Reported WAYFAIR INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

WAYFAIR INC. holdings and ownership disclosed for the 2024-2025 proxy season
Holder % outstanding Disclosure
FMR (Fidelity) 12.05% 13F
FMR LLC 10.98% DEF14A
Capital World Investors 10.53% 13G
Niraj Shah 7.66% 13G
Steven Conine 7.66% 13G
Vanguard Group 7.01% 13F
Vanguard Capital Management 4.31% 13G
Citadel Advisors 3.58% 13F
BlackRock 3.50% 13F
Renaissance Technologies 3.41% 13F

Percentages above are of 127,000,000 shares outstanding, as reported by WAYFAIR INC. on its Form 10-Q dated March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

Related

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from WAYFAIR INC.’s 10-Q dated March 31, 2025. This page is a static snapshot rebuilt weekly on November 8, 2026; a live search always shows the current data.

WAYFAIR INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.

Cite this page

proxyvotesnow.com, “WAYFAIR (W) 2025 Annual Meeting: Shareholder Vote Results & Fund Votes”, https://proxyvotesnow.com/company/wayfair-inc/2025 (version of November 8, 2026). Derived from SEC Form N-PX and Form 8-K filings; tables licensed CC BY 4.0. Licence: CC BY 4.0.