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WARBY PARKER INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and WARBY PARKER INC.’s Form 8-K, filed June 12, 2024 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 5Ballot items
  • 210Asset managers
  • 1,224Fund votes
  • June 7, 2024Meeting date

Results at a glance

Meeting of June 7, 2024: 5 items on WARBY PARKER INC.’s Form 8-K, filed June 12, 2024: 3 elected · 2 approved.

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 WARBY PARKER INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by WARBY PARKER INC.

These tallies are WARBY PARKER INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 12, 2024 (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.

WARBY PARKER INC. — official shareholder meeting results, meeting held June 7, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Neil Blumenthal 273,008,570---- 1,593,1859,703,557 99.4%Elected—
Elect Director: Andrew Hunt 255,818,660---- 18,783,0959,703,557 93%Elected—
Elect Director: Gabrielle Sulzberger 256,094,319---- 18,507,4369,703,557 93%Elected—
2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 284,203,79846,78654,728 --0 99.9%Approved—
3. Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers 274,202,643332,08067,032 --9,703,557 99.8%Approved—

Source: WARBY PARKER INC., Form 8-K, filed with the SEC on June 12, 2024 — read the filing on EDGAR.

How asset managers voted at the WARBY PARKER INC. 2023-2024 meeting

Each item below shows how the 210 asset managers that disclosed a WARBY PARKER 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: Andrew Hunt

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 255,818,660WITHHELD: 18,783,095
Details: description as filed, official tally, votes by 60 asset managers

Description as filed by funds: Election of Directors: Andrew Hunt

WARBY PARKER INC.’s own tally for this item (“Elect Director: Andrew Hunt”): 255,818,660 for, 18,783,095 withheld, per its Form 8-K filed June 12, 2024 (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: Elected, in the filing’s own words: “The stockholders elected each of the three persons named below as Class III directors to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified.”
Support: 93% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 59 asset managers voting on “Election of Directors: Andrew Hunt” at WARBY PARKER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Fidelity8,805,6330 0523,992Mixed
Vanguard8,462,2740 00For
T. Rowe Price00 02,585,510Withhold
BlackRock00 01,775,864Withhold
TIAA1,635,8020 00For
Charles Schwab628,2200 00For
State Street3000 0551,308Withhold
Natixis00 510,8850Abstain
Dimensional00 0497,255Withhold
NORTHERN LIGHTS FUND TRUST II383,4990 00For
Principal00 0367,997Withhold
Goldman Sachs00 0249,988Withhold
Equitable00 0215,346Withhold
Russell Investments212,2570 00For
FundVantage Trust00 0168,342Withhold
GuideStone00 0162,670Withhold
QUANTITATIVE MASTER SERIES LLC00 0160,499Withhold
BNY Mellon00 0132,116Withhold
AMG FUNDS120,9100 00For
Nationwide66,9430 045,036Mixed
TRUST FOR PROFESSIONAL MANAGERS00 111,5850Abstain
First Trust00 099,502Withhold
Prudential/PGIM93,1490 00For
Lazard00 087,284Withhold
Lincoln Financial00 079,175Withhold

Fund voting reports, all 59 managers: 20,477,550 for, 8,176,955 withheld, 733,374 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 1 asset manager voting on “Election of Directors: Andrew Hunt” at WARBY PARKER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
TimesSquare Capital Management, LLC1,520,3860 00For

Institutional-manager reports, all 1 managers: 1,520,386 for.

2. Elect Director: Gabrielle Sulzberger

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 256,094,319WITHHELD: 18,507,436
Details: description as filed, official tally, votes by 60 asset managers

Description as filed by funds: Election of Directors: Gabrielle Sulzberger

WARBY PARKER INC.’s own tally for this item (“Elect Director: Gabrielle Sulzberger”): 256,094,319 for, 18,507,436 withheld, per its Form 8-K filed June 12, 2024 (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: Elected, in the filing’s own words: “The stockholders elected each of the three persons named below as Class III directors to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified.”
Support: 93% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 59 asset managers voting on “Election of Directors: Gabrielle Sulzberger” at WARBY PARKER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Fidelity7,287,1960 02,042,429Mixed
Vanguard8,462,2740 00For
T. Rowe Price5,7210 02,579,789Withhold
BlackRock1,775,8640 00For
TIAA00 01,635,802Withhold
Charles Schwab00 0628,220Withhold
State Street550,9160 0692For
Natixis00 510,8850Abstain
Dimensional00 0497,255Withhold
NORTHERN LIGHTS FUND TRUST II00 0383,499Withhold
Principal00 0367,997Withhold
Goldman Sachs00 0249,988Withhold
Equitable133,1460 082,200Mixed
Russell Investments00 0212,257Withhold
FundVantage Trust00 0168,342Withhold
GuideStone00 0162,670Withhold
QUANTITATIVE MASTER SERIES LLC160,4990 00For
BNY Mellon00 0132,116Withhold
AMG FUNDS120,9100 00For
Nationwide00 0111,979Withhold
TRUST FOR PROFESSIONAL MANAGERS00 111,5850Abstain
First Trust00 099,502Withhold
Prudential/PGIM00 093,149Withhold
Lazard00 087,284Withhold
Lincoln Financial71,7000 07,475Mixed

Fund voting reports, all 59 managers: 18,753,164 for, 9,962,279 withheld, 672,436 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 1 asset manager voting on “Election of Directors: Gabrielle Sulzberger” at WARBY PARKER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
TimesSquare Capital Management, LLC1,520,3860 00For

Institutional-manager reports, all 1 managers: 1,520,386 for.

3. Elect Director: Neil Blumenthal

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 273,008,570WITHHELD: 1,593,185
Details: description as filed, official tally, votes by 60 asset managers

Description as filed by funds: Election of Directors: Neil Blumenthal

WARBY PARKER INC.’s own tally for this item (“Elect Director: Neil Blumenthal”): 273,008,570 for, 1,593,185 withheld, per its Form 8-K filed June 12, 2024 (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: Elected, in the filing’s own words: “The stockholders elected each of the three persons named below as Class III directors to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified.”
Support: 99.4% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 59 asset managers voting on “Election of Directors: Neil Blumenthal” at WARBY PARKER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Fidelity9,329,6250 00For
Vanguard8,462,2740 00For
T. Rowe Price2,585,5100 00For
BlackRock1,775,8640 00For
TIAA1,635,8020 00For
Charles Schwab628,2200 00For
State Street551,4690 0139For
Natixis510,8850 00For
Dimensional00 0497,255Withhold
NORTHERN LIGHTS FUND TRUST II383,4990 00For
Principal367,9970 00For
Goldman Sachs249,9880 00For
Equitable215,3460 00For
Russell Investments212,2570 00For
FundVantage Trust168,3420 00For
GuideStone162,6700 00For
QUANTITATIVE MASTER SERIES LLC160,4990 00For
BNY Mellon132,1160 00For
AMG FUNDS120,9100 00For
Nationwide111,9790 00For
TRUST FOR PROFESSIONAL MANAGERS111,5850 00For
First Trust99,5020 00For
Prudential/PGIM93,1490 00For
Lazard87,2840 00For
Lincoln Financial71,7000 07,475Mixed

Fund voting reports, all 59 managers: 28,811,775 for, 560,593 withheld, 15,511 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 1 asset manager voting on “Election of Directors: Neil Blumenthal” at WARBY PARKER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
TimesSquare Capital Management, LLC1,520,3860 00For

Institutional-manager reports, all 1 managers: 1,520,386 for.

4. 3. Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 10 wordings of this item as funds reported it.

99.8% Approved · of votes cast

FOR 99.8%
FOR: 274,202,643AGAINST: 332,080
Details: description as filed, official tally, votes by 210 asset managers

Description as filed by funds: Approval, on an advisory (non- binding) basis, of the compensation of the Company's named executive officers.

WARBY PARKER INC.’s own tally for this item (“3. Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers”): 274,202,643 for, 332,080 against — passed, per its Form 8-K filed June 12, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The compensation of the Company's named executive officers was approved on an advisory (non-binding) basis.”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 59 asset managers voting on “Approval, on an advisory (non- binding) basis, of the compensation of the Company's named executive officers.” at WARBY PARKER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Fidelity9,329,6250 00For
Vanguard8,462,2740 00For
T. Rowe Price2,585,5100 00For
BlackRock1,775,8640 00For
TIAA1,635,8020 00For
Charles Schwab628,2200 00For
State Street551,6080 00For
Natixis510,8850 00For
Dimensional497,2550 00For
NORTHERN LIGHTS FUND TRUST II383,4990 00For
Principal367,9970 00For
Goldman Sachs249,9880 00For
Equitable215,3460 00For
Russell Investments212,2570 00For
FundVantage Trust168,3420 00For
GuideStone162,6700 00For
QUANTITATIVE MASTER SERIES LLC160,4990 00For
BNY Mellon132,1160 00For
AMG FUNDS120,9100 00For
Nationwide111,9790 00For
TRUST FOR PROFESSIONAL MANAGERS111,5850 00For
First Trust99,5020 00For
Prudential/PGIM93,1490 00For
Lazard87,2840 00For
Lincoln Financial79,1750 00For

Fund voting reports, all 59 managers: 29,369,167 for, 18,712 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 174 asset managers voting on “Approval, on an advisory (non- binding) basis, of the compensation of the Company's named executive officers.” at WARBY PARKER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
D1 Capital Partners L.P.14,653,4670 00For
Fidelity9,018,2990 00For
BAILLIE GIFFORD & CO LTD5,646,2150 00For
Durable Capital Partners LP3,987,3790 00For
T. Rowe Price3,745,8780 00For
State Street2,077,0040 00For
BlackRock1,972,4730 00For
VAUGHAN NELSON INVESTMENT MANAGEMENT, L.P.1,806,5350 00For
GEODE CAPITAL MANAGEMENT, LLC1,670,5680 00For
Nuveen1,639,6730 00For
TimesSquare Capital Management, LLC1,520,3860 00For
Portolan Capital Management, LLC993,9360 00For
JENNISON ASSOCIATES LLC754,1620 00For
Charles Schwab628,2200 00For
ARMISTICE CAPITAL, LLC498,4370 00For
Invenomic Capital Management LP414,8330 00For
Northern Trust412,5290 00For
POLEN CAPITAL MANAGEMENT LLC412,0140 00For
Natixis384,2110 00For
Polar Asset Management Partners Inc.376,6000 00For
DRIEHAUS CAPITAL MANAGEMENT LLC362,8440 00For
Newton Investment Management North America, LLC315,8560 00For
Renaissance277,6470 00For
Goldman Sachs243,4880 00For
Woodline Partners LP230,1080 00For

Institutional-manager reports, all 174 managers: 57,323,019 for, 229,911 against, 10 withheld, 20,068 abstained. Showing the 25 largest; see all in the interactive database.

5. 2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm…

Official resultFund totals may overlapAUDIT-RELATEDReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

99.9% Approved · of votes cast

FOR 99.9%
FOR: 284,203,798AGAINST: 46,786
Details: description as filed, official tally, votes by 60 asset managers

Description as filed by funds: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.

WARBY PARKER INC.’s own tally for this item (“2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024”): 284,203,798 for, 46,786 against — passed, per its Form 8-K filed June 12, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 59 asset managers voting on “RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING” at WARBY PARKER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Fidelity9,329,6250 00For
Vanguard8,462,2740 00For
T. Rowe Price2,585,5100 00For
BlackRock1,775,8640 00For
TIAA1,635,8020 00For
Charles Schwab628,2200 00For
State Street551,53672 00For
Natixis510,8850 00For
Dimensional497,2550 00For
NORTHERN LIGHTS FUND TRUST II383,4990 00For
Principal367,9970 00For
Goldman Sachs249,9880 00For
Equitable215,3460 00For
Russell Investments212,2570 00For
FundVantage Trust168,3420 00For
GuideStone162,6700 00For
QUANTITATIVE MASTER SERIES LLC160,4990 00For
BNY Mellon132,1160 00For
AMG FUNDS120,9100 00For
Nationwide111,9790 00For
TRUST FOR PROFESSIONAL MANAGERS111,5850 00For
First Trust99,5020 00For
Prudential/PGIM93,1490 00For
Lazard87,2840 00For
Lincoln Financial79,1750 00For

Fund voting reports, all 59 managers: 29,368,804 for, 363 against, 18,712 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 1 asset manager voting on “RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING” at WARBY PARKER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
TimesSquare Capital Management, LLC1,520,3860 00For

Institutional-manager reports, all 1 managers: 1,520,386 for.

Largest WARBY PARKER INC. shareholders voting in 2023-2024

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 119,143,534 shares outstanding at the time of that meeting.

Fund voting reports: top WARBY PARKER INC. shareholders by shares voted on “Approval, on an advisory (non- binding) basis, of the compensation of the Company's named…”, 2023-2024
#Asset manager % of shares outstanding
1Fidelity 7.83%
2Vanguard 7.10%
3T. Rowe Price 2.17%
4BlackRock 1.49%
5TIAA 1.37%
6Charles Schwab 0.53%
7State Street 0.46%
8Natixis 0.43%
9Dimensional 0.42%
10NORTHERN LIGHTS FUND TRUST II 0.32%
Institutional-manager reports: top WARBY PARKER INC. shareholders by shares voted on “Approval, on an advisory (non- binding) basis, of the compensation of the Company's named…”, 2023-2024
#Asset manager % of shares outstanding
1D1 Capital Partners L.P. 12.30%
2Fidelity 7.57%
3BAILLIE GIFFORD & CO LTD 4.74%
4Durable Capital Partners LP 3.35%
5T. Rowe Price 3.14%
6State Street 1.74%
7BlackRock 1.66%
8VAUGHAN NELSON INVESTMENT MANAGEMENT, L.P. 1.52%
9GEODE CAPITAL MANAGEMENT, LLC 1.40%
10Nuveen 1.38%

Reported WARBY PARKER 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.

WARBY PARKER INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
D1 Capital Partners L.P. and affiliates 12.57% DEF14A
Vanguard Group 8.95% 13F
FMR LLC 7.78% DEF14A
FMR (Fidelity) 7.37% 13F
BlackRock 7.02% 13F
JPMorgan Chase 6.13% 13F
Baillie Gifford & Co 5.40% DEF14A
Durable Capital Partners LP 5.38% DEF14A
General Catalyst and affiliates 4.89% DEF14A
Joel Cutler 4.89% DEF14A

Percentages above are of 119,143,534 shares outstanding, as reported by WARBY PARKER INC. on its Form 10-Q dated March 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

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 WARBY PARKER INC.’s 10-Q dated March 31, 2024. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At WARBY PARKER INC.'s shareholder meeting held June 7, 2024, in the 2023-2024 proxy season, 210 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 1,224 separate fund positions. On the most widely held item on that ballot — Approval, on an advisory (non- binding) basis, of the compensation of the Company's named… — WARBY PARKER INC.'s filing reports the proposal as approved, with 99.8% support 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). Source: WARBY PARKER INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 12, 2024.

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

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