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Wayfair Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Wayfair Inc.’s Form 8-K, filed 2026-05-22 (Item 5.07 on EDGAR). Page generated 04 October 2026.

18Reported items
428Asset managers
5,011Fund votes
2026-05-21Meeting date

Proxy season: 2025-2026

Explore Wayfair Inc. in the interactive database Compare manager voting policies

Official 2025-2026 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 2026-05-22 (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 2026-05-21
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Niraj Shah	306,992,250	--	1,709,895	--	10,775,007	—
Elect Director: Steven Conine	307,455,531	--	1,246,614	--	10,775,007	—
Elect Director: Diana Frost	299,807,878	--	8,894,267	--	10,775,007	—
Elect Director: Andrea Jung	287,757,377	--	20,944,768	--	10,775,007	—
Elect Director: Jeremy King	299,321,924	--	9,380,221	--	10,775,007	—
Elect Director: Michael Kumin	273,900,950	--	34,801,195	--	10,775,007	—
Elect Director: Harry A. Lawton III	308,191,760	--	510,385	--	10,775,007	—
Elect Director: Jeffrey Naylor	307,845,412	--	856,733	--	10,775,007	—
Elect Director: Michael E. Sneed	287,758,079	--	20,944,066	--	10,775,007	—
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm	319,440,139	18,316	18,697	--	--	Majority: yes
Proposal 3: Non-Binding Advisory Vote to Approve Executive Compensation	247,755,435	60,925,156	21,554	--	10,775,007	Majority: yes
Proposal 4: Vote to Approve Amendment No	253,741,331	54,941,475	19,339	--	10,775,007	Majority: yes

Source: Wayfair Inc., Form 8-K, filed with the SEC on 2026-05-22 — read the filing on EDGAR.

How asset managers voted at the Wayfair Inc. 2025-2026 meeting

Each item below shows how the 428 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. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Wayfair Inc.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. A non-binding advisory resolution to approve executive compensation.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2026-05-21.

Combines 5 wordings of this item as funds reported it.

80% Majority: yes · of votes cast

FOR 80%AGAINST 20%

FOR: 247,755,435AGAINST: 60,925,156

Wayfair Inc.’s own tally for this item (“Proposal 3: Non-Binding Advisory Vote to Approve Executive Compensation”): 247,755,435 for, 60,925,156 against, per its Form 8-K filed 2026-05-22 (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. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 414 asset managers below cast 27% of the shares they voted on this item FOR (32,764,835 for, 86,487,550 against).

FOR 27%AGAINST 72%

FOR: 32,764,835 (27.3%)AGAINST: 86,487,550 (72.1%)ABSTAIN: 3,650 (0.0%)NOT VOTED: 750,130 (0.6%)UNKNOWN: 21 (0.0%)

Largest asset managers voting on “A non-binding advisory resolution to approve executive compensation.” at Wayfair Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Fidelity	0	27,640,479	0	Against
Capital Group	0	27,330,072	0	Against
Vanguard	6,304,486	5,377,277	0	For
Janus Henderson	7,374,312	4	25	For
BlackRock	12,685	3,214,647	0	Against
JANUS INVESTMENT FUND	2,902,566	0	0	For
GREAT HILL PARTNERS, L.P.	2,788,912	0	0	For
SPRUCE HOUSE INVESTMENT MANAGEMENT LLC	2,600,000	0	0	For
Prescott General Partners LLC	2,322,401	0	0	For
Charles Schwab	1,307	2,311,220	0	Against
GEODE CAPITAL MANAGEMENT, LLC	0	2,115,748	0	Against
BAILLIE GIFFORD OVERSEAS LTD	1,940,028	0	0	For
JPMorgan	1,768,053	0	0	For
Wellington	438,562	1,215,587	0	Against
State Street	863	1,450,701	0	Against
BAILLIE GIFFORD & CO LTD	1,074,561	0	0	For
American Century	0	1,005,204	0	Against
Atreides Management, LP	0	1,000,186	0	Against
Federated Hermes	0	943,420	0	Against
Artemis Investment Management LLP	0	836,024	0	Against
AQR	0	828,039	0	Against
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	0	756,082	0	Against
Donor Advised Charitable Giving, Inc.	0	0	0	Not Voted
CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM	0	694,335	0	Against
Clearbridge Investments, LLC	0	665,986	0	Against

Showing the 25 largest of 414 asset managers. See all 414 in the interactive database.

2. To approve Amendment No. 1 to the Wayfair Inc. 2023 Incentive Award Plan.

CAPITAL STRUCTUREMajority of the votes cast: yes

Meeting held 2026-05-21.

Combines 2 wordings of this item as funds reported it.

82% Majority: yes · of votes cast

FOR 82%AGAINST 18%

FOR: 253,741,331AGAINST: 54,941,475

Wayfair Inc.’s own tally for this item (“Proposal 4: Vote to Approve Amendment No”): 253,741,331 for, 54,941,475 against, per its Form 8-K filed 2026-05-22 (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. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 99 asset managers below cast 36% of the shares they voted on this item FOR (17,199,898 for, 30,474,658 against).

FOR 36%AGAINST 64%

FOR: 17,199,898 (36.1%)AGAINST: 30,474,658 (63.9%)ABSTAIN: 3,625 (0.0%)NOT VOTED: 89 (0.0%)UNKNOWN: 21 (0.0%)

Largest asset managers voting on “To approve Amendment No. 1 to the Wayfair Inc. 2023 Incentive Award Plan.” at Wayfair Inc., 2025-2026
Asset manager	For	Against	Vote
Capital Group	0	13,555,154	Against
Fidelity	0	11,397,879	Against
Vanguard	10,830,831	15,858	For
JANUS INVESTMENT FUND	2,902,566	0	For
JPMorgan	1,768,053	0	For
Charles Schwab	653	1,147,385	Against
BlackRock	0	1,106,623	Against
Transamerica	92,196	469,147	Against
American Century	0	463,264	Against
HENNESSY FUNDS TRUST	428,500	0	For
Federated Hermes	402,825	0	For
Legg Mason	0	312,400	Against
Dimensional	0	312,161	Against
TIAA	0	268,273	Against
Equitable	195,186	27,930	For
JANUS ASPEN SERIES	198,783	0	For
CHECK CAPITAL MANAGEMENT INC/CA	163,323	0	For
AIG/SunAmerica	0	144,242	Against
Neuberger Berman	0	137,130	Against
First Trust	0	132,252	Against
ADAMS DIVERSIFIED EQUITY FUND, INC.	0	116,700	Against
Columbia Threadneedle	101,743	0	For
T. Rowe Price	0	69,960	Against
MASTER INVESTMENT PORTFOLIO	0	63,330	Against
Nationwide	4,790	45,534	Against

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

3. Election of Nine Directors: Niraj Shah

DIRECTOR ELECTIONS

Meeting held 2026-05-21.

Combines 4 wordings of this item as funds reported it.

100% fund support · no official result

FOR 99.6%

The 95 asset managers below cast 100% of the shares they voted on this item FOR (47,382,838 for, 0 against).

FOR: 47,382,838 (99.7%)ABSTAIN: 155,362 (0.3%)NOT VOTED: 89 (0.0%)

Largest asset managers voting on “Election of Nine Directors: Niraj Shah” at Wayfair Inc., 2025-2026
Asset manager	For	Abstain	Vote
Capital Group	13,555,154	0	For
Fidelity	11,397,879	0	For
Vanguard	10,846,705	1	For
JANUS INVESTMENT FUND	2,902,566	0	For
JPMorgan	1,768,053	0	For
Charles Schwab	1,148,039	0	For
BlackRock	1,106,623	0	For
Transamerica	561,343	0	For
American Century	463,264	0	For
HENNESSY FUNDS TRUST	428,500	0	For
Federated Hermes	402,825	0	For
Legg Mason	312,400	0	For
Dimensional	312,161	0	For
TIAA	268,273	0	For
Equitable	223,116	0	For
JANUS ASPEN SERIES	198,783	0	For
AIG/SunAmerica	144,242	0	For
Neuberger Berman	137,130	0	For
First Trust	132,252	0	For
ADAMS DIVERSIFIED EQUITY FUND, INC.	116,700	0	For
Columbia Threadneedle	0	101,743	Abstain
T. Rowe Price	69,960	0	For
MASTER INVESTMENT PORTFOLIO	63,330	0	For
Nationwide	50,324	0	For
Jackson National	49,047	0	For

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

4. Election of Nine Directors: Steven Conine

DIRECTOR ELECTIONS

Meeting held 2026-05-21.

Combines 4 wordings of this item as funds reported it.

100% fund support · no official result

FOR 99.6%

The 95 asset managers below cast 100% of the shares they voted on this item FOR (47,355,764 for, 0 against).

FOR: 47,355,764 (99.6%)ABSTAIN: 182,435 (0.4%)NOT VOTED: 89 (0.0%)

Largest asset managers voting on “Election of Nine Directors: Steven Conine” at Wayfair Inc., 2025-2026
Asset manager	For	Abstain	Vote
Capital Group	13,555,154	0	For
Fidelity	11,397,879	0	For
Vanguard	10,841,221	5,485	For
JANUS INVESTMENT FUND	2,902,566	0	For
JPMorgan	1,768,053	0	For
Charles Schwab	1,148,039	0	For
BlackRock	1,106,623	0	For
Transamerica	561,343	0	For
American Century	463,264	0	For
HENNESSY FUNDS TRUST	428,500	0	For
Federated Hermes	402,825	0	For
Legg Mason	312,400	0	For
Dimensional	312,161	0	For
TIAA	268,273	0	For
Equitable	202,368	20,748	For
JANUS ASPEN SERIES	198,783	0	For
AIG/SunAmerica	144,242	0	For
Neuberger Berman	137,130	0	For
First Trust	132,252	0	For
ADAMS DIVERSIFIED EQUITY FUND, INC.	116,700	0	For
Columbia Threadneedle	0	101,743	Abstain
T. Rowe Price	69,960	0	For
MASTER INVESTMENT PORTFOLIO	63,330	0	For
Nationwide	50,324	0	For
Jackson National	49,047	0	For

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

5. Election of Nine Directors: Diana Frost

DIRECTOR ELECTIONS

Meeting held 2026-05-21.

Combines 4 wordings of this item as funds reported it.

100% fund support · no official result

FOR 97%

The 95 asset managers below cast 100% of the shares they voted on this item FOR (46,039,556 for, 0 against).

FOR: 46,039,556 (96.8%)ABSTAIN: 1,498,644 (3.2%)NOT VOTED: 89 (0.0%)

Largest asset managers voting on “Election of Nine Directors: Diana Frost” at Wayfair Inc., 2025-2026
Asset manager	For	Abstain	Vote
Capital Group	13,555,154	0	For
Fidelity	11,394,058	3,821	For
Vanguard	10,846,686	20	For
JANUS INVESTMENT FUND	2,902,566	0	For
JPMorgan	1,768,053	0	For
Charles Schwab	1,148,039	0	For
BlackRock	1,106,623	0	For
Transamerica	561,343	0	For
American Century	0	463,264	Abstain
HENNESSY FUNDS TRUST	428,500	0	For
Federated Hermes	402,825	0	For
Legg Mason	312,400	0	For
Dimensional	0	312,161	Abstain
TIAA	268,273	0	For
Equitable	202,368	20,748	For
JANUS ASPEN SERIES	198,783	0	For
AIG/SunAmerica	0	144,242	Abstain
Neuberger Berman	137,130	0	For
First Trust	0	132,252	Abstain
ADAMS DIVERSIFIED EQUITY FUND, INC.	116,700	0	For
Columbia Threadneedle	101,743	0	For
T. Rowe Price	69,960	0	For
MASTER INVESTMENT PORTFOLIO	63,330	0	For
Nationwide	4,790	45,534	Abstain
Jackson National	32,407	16,640	For

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

6. Election of Nine Directors: Andrea Jung

DIRECTOR ELECTIONS

Meeting held 2026-05-21.

Combines 4 wordings of this item as funds reported it.

100% fund support · no official result

FOR 77%ABSTAIN 23%

The 95 asset managers below cast 100% of the shares they voted on this item FOR (36,760,518 for, 0 against).

FOR: 36,760,518 (77.3%)ABSTAIN: 10,777,682 (22.7%)NOT VOTED: 89 (0.0%)

Largest asset managers voting on “Election of Nine Directors: Andrea Jung” at Wayfair Inc., 2025-2026
Asset manager	For	Abstain	Vote
Capital Group	13,555,154	0	For
Fidelity	1,837,259	9,560,620	Abstain
Vanguard	10,846,659	47	For
JANUS INVESTMENT FUND	2,902,566	0	For
JPMorgan	1,768,053	0	For
Charles Schwab	1,148,039	0	For
BlackRock	540,669	565,954	Abstain
Transamerica	561,343	0	For
American Century	463,264	0	For
HENNESSY FUNDS TRUST	428,500	0	For
Federated Hermes	0	402,825	Abstain
Legg Mason	312,400	0	For
Dimensional	312,161	0	For
TIAA	268,273	0	For
Equitable	195,186	27,930	For
JANUS ASPEN SERIES	198,783	0	For
AIG/SunAmerica	144,242	0	For
Neuberger Berman	137,130	0	For
First Trust	132,252	0	For
ADAMS DIVERSIFIED EQUITY FUND, INC.	116,700	0	For
Columbia Threadneedle	101,743	0	For
T. Rowe Price	69,960	0	For
MASTER INVESTMENT PORTFOLIO	1,808	61,522	Abstain
Nationwide	50,324	0	For
Jackson National	16,640	32,407	Abstain

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

7. Election of Nine Directors: Jeremy King

DIRECTOR ELECTIONS

Meeting held 2026-05-21.

Combines 4 wordings of this item as funds reported it.

100% fund support · no official result

FOR 97%

The 95 asset managers below cast 100% of the shares they voted on this item FOR (45,911,289 for, 0 against).

FOR: 45,911,289 (96.6%)ABSTAIN: 1,626,911 (3.4%)NOT VOTED: 89 (0.0%)

Largest asset managers voting on “Election of Nine Directors: Jeremy King” at Wayfair Inc., 2025-2026
Asset manager	For	Abstain	Vote
Capital Group	13,555,154	0	For
Fidelity	11,394,058	3,821	For
Vanguard	10,836,403	10,304	For
JANUS INVESTMENT FUND	2,902,566	0	For
JPMorgan	1,768,053	0	For
Charles Schwab	1,148,039	0	For
BlackRock	1,106,623	0	For
Transamerica	561,343	0	For
American Century	0	463,264	Abstain
HENNESSY FUNDS TRUST	428,500	0	For
Federated Hermes	402,825	0	For
Legg Mason	312,400	0	For
Dimensional	0	312,161	Abstain
TIAA	268,273	0	For
Equitable	202,368	20,748	For
JANUS ASPEN SERIES	198,783	0	For
AIG/SunAmerica	0	144,242	Abstain
Neuberger Berman	137,130	0	For
First Trust	0	132,252	Abstain
ADAMS DIVERSIFIED EQUITY FUND, INC.	116,700	0	For
Columbia Threadneedle	101,743	0	For
T. Rowe Price	69,960	0	For
MASTER INVESTMENT PORTFOLIO	63,330	0	For
Nationwide	4,790	45,534	Abstain
Jackson National	32,407	16,640	For

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

8. Election of Nine Directors: Michael Kumin

DIRECTOR ELECTIONS

Meeting held 2026-05-21.

Combines 4 wordings of this item as funds reported it.

100% fund support · no official result

FOR 66%ABSTAIN 34%

The 95 asset managers below cast 100% of the shares they voted on this item FOR (31,245,335 for, 0 against).

FOR: 31,245,335 (65.7%)ABSTAIN: 16,292,865 (34.3%)NOT VOTED: 89 (0.0%)

Largest asset managers voting on “Election of Nine Directors: Michael Kumin” at Wayfair Inc., 2025-2026
Asset manager	For	Abstain	Vote
Capital Group	13,555,154	0	For
Fidelity	0	11,397,879	Abstain
Vanguard	10,841,144	5,562	For
JANUS INVESTMENT FUND	2,902,566	0	For
JPMorgan	1,768,053	0	For
Charles Schwab	653	1,147,385	Abstain
BlackRock	0	1,106,623	Abstain
Transamerica	561,343	0	For
American Century	0	463,264	Abstain
HENNESSY FUNDS TRUST	428,500	0	For
Federated Hermes	0	402,825	Abstain
Legg Mason	312,400	0	For
Dimensional	0	312,161	Abstain
TIAA	0	268,273	Abstain
Equitable	195,186	27,930	For
JANUS ASPEN SERIES	198,783	0	For
AIG/SunAmerica	0	144,242	Abstain
Neuberger Berman	137,130	0	For
First Trust	0	132,252	Abstain
ADAMS DIVERSIFIED EQUITY FUND, INC.	116,700	0	For
Columbia Threadneedle	0	101,743	Abstain
T. Rowe Price	69,960	0	For
MASTER INVESTMENT PORTFOLIO	0	63,330	Abstain
Nationwide	4,790	45,534	Abstain
Jackson National	0	49,047	Abstain

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

9. Election of Nine Directors: Harry A. Lawton III

DIRECTOR ELECTIONS

Meeting held 2026-05-21.

Combines 6 wordings of this item as funds reported it.

100% fund support · no official result

FOR 99.9%

The 95 asset managers below cast 100% of the shares they voted on this item FOR (47,534,574 for, 0 against).

FOR: 47,534,574 (100.0%)ABSTAIN: 3,626 (0.0%)NOT VOTED: 89 (0.0%)

Largest asset managers voting on “Election of Nine Directors: Harry A. Lawton III” at Wayfair Inc., 2025-2026
Asset manager	For	Abstain	Vote
Capital Group	13,555,154	0	For
Fidelity	11,397,879	0	For
Vanguard	10,846,705	1	For
JANUS INVESTMENT FUND	2,902,566	0	For
JPMorgan	1,768,053	0	For
Charles Schwab	1,148,039	0	For
BlackRock	1,106,623	0	For
Transamerica	561,343	0	For
American Century	463,264	0	For
HENNESSY FUNDS TRUST	428,500	0	For
Federated Hermes	402,825	0	For
Legg Mason	312,400	0	For
Dimensional	312,161	0	For
TIAA	268,273	0	For
Equitable	223,116	0	For
JANUS ASPEN SERIES	198,783	0	For
AIG/SunAmerica	144,242	0	For
Neuberger Berman	137,130	0	For
First Trust	132,252	0	For
ADAMS DIVERSIFIED EQUITY FUND, INC.	116,700	0	For
Columbia Threadneedle	101,743	0	For
T. Rowe Price	69,960	0	For
MASTER INVESTMENT PORTFOLIO	63,330	0	For
Nationwide	50,324	0	For
Jackson National	49,047	0	For

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

10. Election of Nine Directors: Jeffrey Naylor

DIRECTOR ELECTIONS

Meeting held 2026-05-21.

Combines 4 wordings of this item as funds reported it.

100% fund support · no official result

FOR 99.8%

The 95 asset managers below cast 100% of the shares they voted on this item FOR (47,457,509 for, 0 against).

FOR: 47,457,509 (99.8%)ABSTAIN: 80,690 (0.2%)NOT VOTED: 89 (0.0%)

Largest asset managers voting on “Election of Nine Directors: Jeffrey Naylor” at Wayfair Inc., 2025-2026
Asset manager	For	Abstain	Vote
Capital Group	13,555,154	0	For
Fidelity	11,397,879	0	For
Vanguard	10,841,223	5,483	For
JANUS INVESTMENT FUND	2,902,566	0	For
JPMorgan	1,768,053	0	For
Charles Schwab	1,148,039	0	For
BlackRock	1,106,623	0	For
Transamerica	561,343	0	For
American Century	463,264	0	For
HENNESSY FUNDS TRUST	428,500	0	For
Federated Hermes	402,825	0	For
Legg Mason	312,400	0	For
Dimensional	312,161	0	For
TIAA	268,273	0	For
Equitable	202,368	20,748	For
JANUS ASPEN SERIES	198,783	0	For
AIG/SunAmerica	144,242	0	For
Neuberger Berman	137,130	0	For
First Trust	132,252	0	For
ADAMS DIVERSIFIED EQUITY FUND, INC.	116,700	0	For
Columbia Threadneedle	101,743	0	For
T. Rowe Price	69,960	0	For
MASTER INVESTMENT PORTFOLIO	63,330	0	For
Nationwide	50,324	0	For
Jackson National	49,047	0	For

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

11. Election of Nine Directors: Michael E. Sneed

DIRECTOR ELECTIONS

Meeting held 2026-05-21.

Combines 5 wordings of this item as funds reported it.

100% fund support · no official result

FOR 77%ABSTAIN 23%

The 95 asset managers below cast 100% of the shares they voted on this item FOR (36,760,518 for, 0 against).

FOR: 36,760,518 (77.3%)ABSTAIN: 10,777,682 (22.7%)NOT VOTED: 89 (0.0%)

Largest asset managers voting on “Election of Nine Directors: Michael E. Sneed” at Wayfair Inc., 2025-2026
Asset manager	For	Abstain	Vote
Capital Group	13,555,154	0	For
Fidelity	1,837,259	9,560,620	Abstain
Vanguard	10,846,659	47	For
JANUS INVESTMENT FUND	2,902,566	0	For
JPMorgan	1,768,053	0	For
Charles Schwab	1,148,039	0	For
BlackRock	540,669	565,954	Abstain
Transamerica	561,343	0	For
American Century	463,264	0	For
HENNESSY FUNDS TRUST	428,500	0	For
Federated Hermes	0	402,825	Abstain
Legg Mason	312,400	0	For
Dimensional	312,161	0	For
TIAA	268,273	0	For
Equitable	195,186	27,930	For
JANUS ASPEN SERIES	198,783	0	For
AIG/SunAmerica	144,242	0	For
Neuberger Berman	137,130	0	For
First Trust	132,252	0	For
ADAMS DIVERSIFIED EQUITY FUND, INC.	116,700	0	For
Columbia Threadneedle	101,743	0	For
T. Rowe Price	69,960	0	For
MASTER INVESTMENT PORTFOLIO	1,808	61,522	Abstain
Nationwide	50,324	0	For
Jackson National	16,640	32,407	Abstain

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

12. To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2026.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2026-05-21.

Combines 3 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%

FOR: 319,440,139AGAINST: 18,316

Wayfair Inc.’s own tally for this item (“Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm”): 319,440,139 for, 18,316 against, per its Form 8-K filed 2026-05-22 (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. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 94 asset managers below cast 100% of the shares they voted on this item FOR (47,507,251 for, 0 against).

FOR 99.9%

FOR: 47,507,251 (100.0%)ABSTAIN: 3,625 (0.0%)NOT VOTED: 89 (0.0%)

Largest asset managers voting on “To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public account” at Wayfair Inc., 2025-2026
Asset manager	For	Vote
Capital Group	13,555,154	For
Fidelity	11,397,879	For
Vanguard	10,846,706	For
JANUS INVESTMENT FUND	2,902,566	For
JPMorgan	1,768,053	For
Charles Schwab	1,148,039	For
BlackRock	1,106,623	For
Transamerica	561,343	For
American Century	463,264	For
HENNESSY FUNDS TRUST	428,500	For
Federated Hermes	402,825	For
Legg Mason	312,400	For
Dimensional	312,161	For
TIAA	268,273	For
Equitable	223,116	For
JANUS ASPEN SERIES	198,783	For
AIG/SunAmerica	144,242	For
Neuberger Berman	137,130	For
First Trust	132,252	For
ADAMS DIVERSIFIED EQUITY FUND, INC.	116,700	For
Columbia Threadneedle	101,743	For
T. Rowe Price	69,960	For
MASTER INVESTMENT PORTFOLIO	63,330	For
Nationwide	50,324	For
Jackson National	49,047	For

Showing the 25 largest of 94 asset managers. See all 94 in the interactive database.

13. Advisory Vote to Ratify Named Executive Officers' Compensation

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2026-05-21.

80% Majority: yes · of votes cast

FOR 80%AGAINST 20%

FOR: 247,755,435AGAINST: 60,925,156

The 11 asset managers below cast 10% of the shares they voted on this item FOR (18,255 for, 160,932 against).

10%AGAINST 88%

FOR: 18,255 (10.0%)AGAINST: 160,932 (88.1%)ABSTAIN: 3,466 (1.9%)

Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at Wayfair Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Panoramic Capital, LLC	0	89,811	0	Against
APG Asset Management US Inc.	0	34,619	0	Against
Empower	17,263	0	0	For
Hyperion Asset Management Ltd	0	14,900	0	Against
Lincoln Financial	0	10,061	0	Against
TD Waterhouse Canada Inc.	0	7,469	0	Against
BlackRock	0	3,755	0	Against
MANGROVE PARTNERS IM, LLC	0	0	3,466	Abstain
Convergence Investment Partners, LLC	992	0	0	For
Wilshire Advisors LLC	0	300	0	Against
Empirical Financial Services, LLC d.b.a. Empirical Wealth Ma	0	17	0	Against

14. A non-binding advisory resolution to approve executive compensation.

SECTION 14A SAY-ON-PAY VOTES

Reported under meeting date 2026-03-23; no official results on file for that date.

49.7% fund support · no official result

FOR 49.7%AGAINST 50.3%

The 2 asset managers below cast 49.7% of the shares they voted on this item FOR (4,617 for, 4,668 against).

FOR: 4,617 (49.7%)AGAINST: 4,668 (50.3%)

Largest asset managers voting on “A non-binding advisory resolution to approve executive compensation.” at Wayfair Inc., 2025-2026
Asset manager	For	Against	Abstain	Withheld	Vote
SCHRODER INVESTMENT MANAGEMENT GROUP	0	4,668	0	0	Against
Soviero Asset Management, LP	4,617	0	0	0	For

15. To Approve, By An Advisory Vote, The Compensation Of The Company's Named Executives

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2026-05-21.

0% fund support · no official result

AGAINST 100%

The 2 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 50 against).

AGAINST: 50 (100.0%)

Largest asset managers voting on “To Approve, By An Advisory Vote, The Compensation Of The Company's Named Executives” at Wayfair Inc., 2025-2026
Asset manager	For	Against	Abstain	Withheld	Vote
Modern Wealth Management, LLC	0	25	0	0	Against
Tandem Financial, LLC	0	25	0	0	Against

16. To hold an advisory vote to approve our executive compensation

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2026-05-21.

Combines 2 wordings of this item as funds reported it.

99.9% fund support · no official result

FOR 99.9%

The 2 asset managers below cast 99.9% of the shares they voted on this item FOR (273,044 for, 1 against).

FOR: 273,044 (100.0%)AGAINST: 1 (0.0%)

Largest asset managers voting on “To hold an advisory vote to approve our executive compensation” at Wayfair Inc., 2025-2026
Asset manager	For	Against	Abstain	Withheld	Vote
Rothschild & Co Wealth Management UK Ltd	273,044	0	0	0	For
Fiera Capital Corp	0	1	0	0	Against

17. Amend Omnibus Stock Plan

COMPENSATION

Meeting held 2026-05-21.

63% fund support · no official result

FOR 63%AGAINST 37%

The 2 asset managers below cast 63% of the shares they voted on this item FOR (17,263 for, 10,061 against).

FOR: 17,263 (63.2%)AGAINST: 10,061 (36.8%)

Largest asset managers voting on “Amend Omnibus Stock Plan” at Wayfair Inc., 2025-2026
Asset manager	For	Against	Abstain	Withheld	Vote
Empower	17,263	0	0	0	For
Lincoln Financial	0	10,061	0	0	Against

18. Ratify PricewaterhouseCoopers LLP as Auditors

AUDIT-RELATED

Meeting held 2026-05-21.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (27,324 for, 0 against).

FOR: 27,324 (100.0%)

Largest asset managers voting on “Ratify PricewaterhouseCoopers LLP as Auditors” at Wayfair Inc., 2025-2026
Asset manager	For	Against	Abstain	Withheld	Vote
Empower	17,263	0	0	0	For
Lincoln Financial	10,061	0	0	0	For

Largest Wayfair Inc. shareholders voting in 2025-2026

Ranked by the number of Wayfair Inc. shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 131,000,000 shares outstanding at the time of that meeting.

Top Wayfair Inc. shareholders by shares voted, 2025-2026
#	Asset manager	% of shares outstanding
1	Fidelity	21.10%
2	Capital Group	20.86%
3	Vanguard	8.92%
4	Janus Henderson	5.63%
5	BlackRock	2.46%
6	JANUS INVESTMENT FUND	2.22%
7	GREAT HILL PARTNERS, L.P.	2.13%
8	SPRUCE HOUSE INVESTMENT MANAGEMENT LLC	1.98%
9	Prescott General Partners LLC	1.77%
10	Charles Schwab	1.77%

Reported Wayfair Inc. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

Wayfair Inc. beneficial owners on record for the 2025-2026 proxy season
Holder	% outstanding	Disclosure
FMR (Fidelity)	12.43%	13F
FMR LLC	10.65%	DEF14A
Capital World Investors	8.53%	13G
Niraj Shah	7.42%	13G
Steven Conine	7.42%	13G
The Vanguard Group	6.19%	DEF14A
BlackRock	4.38%	13F
Renaissance Technologies	3.80%	13F
JPMorgan Chase	2.18%	13F
Two Sigma	1.91%	13F

Percentages above are of 131,000,000 shares outstanding, as reported by Wayfair Inc. on its Form 10-Q dated 2026-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, 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 2026-03-31. This page is a static snapshot rebuilt weekly on 04 October 2026; a live search always shows the current data.

At Wayfair Inc.'s shareholder meeting held 2026-05-21, in the 2025-2026 proxy season, 428 asset managers reported how they voted in their SEC Form N-PX filings, covering 5,011 separate fund positions. Their filings are grouped here into 18 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — A non-binding advisory resolution to approve executive compensation. — FOR was 80% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: Wayfair Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2026-05-22.

Wayfair Inc. proxy season coverage: 2025-2026 (this page).