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Compiled from SEC Form N-PX filings and Wayfair Inc.’s Form 8-K, filed May 22, 2026 (Item 5.07 on EDGAR). Page generated October 25, 2026.
Meeting of May 21, 2026: 12 items on Wayfair Inc.’s Form 8-K, filed May 22, 2026: 12 without a stated outcome.
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: 2025-2026
Explore Wayfair Inc. in the interactive database Compare manager voting policies
These tallies are Wayfair Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 22, 2026 (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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Niraj Shah | 306,992,250 | -- | 1,709,895 | -- | 10,775,007 | — | Not verified | — |
| Elect Director: Steven Conine | 307,455,531 | -- | 1,246,614 | -- | 10,775,007 | — | Not verified | — |
| Elect Director: Diana Frost | 299,807,878 | -- | 8,894,267 | -- | 10,775,007 | — | Not verified | — |
| Elect Director: Andrea Jung | 287,757,377 | -- | 20,944,768 | -- | 10,775,007 | — | Not verified | — |
| Elect Director: Jeremy King | 299,321,924 | -- | 9,380,221 | -- | 10,775,007 | — | Not verified | — |
| Elect Director: Michael Kumin | 273,900,950 | -- | 34,801,195 | -- | 10,775,007 | — | Not verified | — |
| Elect Director: Harry A. Lawton III | 308,191,760 | -- | 510,385 | -- | 10,775,007 | — | Not verified | — |
| Elect Director: Jeffrey Naylor | 307,845,412 | -- | 856,733 | -- | 10,775,007 | — | Not verified | — |
| Elect Director: Michael E. Sneed | 287,758,079 | -- | 20,944,066 | -- | 10,775,007 | — | Not verified | — |
| 2. Ratification of Selection of Independent Registered Public Accounting Firm | 319,440,139 | 18,316 | 18,697 | -- | -- | 99.9% | Not verified | — |
| 3. Non-Binding Advisory Vote to Approve Executive Compensation | 247,755,435 | 60,925,156 | 21,554 | -- | 10,775,007 | 80% | Not verified | — |
| 4. Vote to Approve Amendment No | 253,741,331 | 54,941,475 | 19,339 | -- | 10,775,007 | 82% | Not verified | — |
Source: Wayfair Inc., Form 8-K, filed with the SEC on May 22, 2026 — read the filing on EDGAR.
Each item below shows how the 423 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.
Combines 4 wordings of this item as funds reported it.
100% of fund votes cast · no official result
Description as filed by funds: Election of Nine Directors: Niraj Shah
The 95 asset managers below reported 47,383,929 for, 155,362 abstained, 89 not voted. 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Capital Group | 13,555,154 | 0 | 0 | 0 | For |
| Fidelity | 11,397,879 | 0 | 0 | 0 | For |
| Vanguard | 10,846,705 | 0 | 1 | 0 | For |
| JANUS INVESTMENT FUND | 2,902,566 | 0 | 0 | 0 | For |
| JPMorgan | 1,768,053 | 0 | 0 | 0 | For |
| Charles Schwab | 1,148,039 | 0 | 0 | 0 | For |
| BlackRock | 1,106,623 | 0 | 0 | 0 | For |
| Transamerica | 561,343 | 0 | 0 | 0 | For |
| American Century | 463,264 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 428,500 | 0 | 0 | 0 | For |
| Federated Hermes | 402,825 | 0 | 0 | 0 | For |
| Legg Mason | 312,400 | 0 | 0 | 0 | For |
| Dimensional | 312,161 | 0 | 0 | 0 | For |
| TIAA | 268,273 | 0 | 0 | 0 | For |
| Equitable | 223,116 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 198,783 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 144,242 | 0 | 0 | 0 | For |
| Neuberger Berman | 137,130 | 0 | 0 | 0 | For |
| First Trust | 132,252 | 0 | 0 | 0 | For |
| ADAMS DIVERSIFIED EQUITY FUND, INC. | 116,700 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 0 | 0 | 101,743 | 0 | Abstain |
| T. Rowe Price | 69,960 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 63,330 | 0 | 0 | 0 | For |
| Nationwide | 50,324 | 0 | 0 | 0 | For |
| Jackson National | 49,047 | 0 | 0 | 0 | For |
Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.
Combines 4 wordings of this item as funds reported it.
100% of fund votes cast · no official result
Description as filed by funds: Election of Nine Directors: Steven Conine
The 95 asset managers below reported 47,356,855 for, 182,435 abstained, 89 not voted. 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Capital Group | 13,555,154 | 0 | 0 | 0 | For |
| Fidelity | 11,397,879 | 0 | 0 | 0 | For |
| Vanguard | 10,841,221 | 0 | 5,485 | 0 | For |
| JANUS INVESTMENT FUND | 2,902,566 | 0 | 0 | 0 | For |
| JPMorgan | 1,768,053 | 0 | 0 | 0 | For |
| Charles Schwab | 1,148,039 | 0 | 0 | 0 | For |
| BlackRock | 1,106,623 | 0 | 0 | 0 | For |
| Transamerica | 561,343 | 0 | 0 | 0 | For |
| American Century | 463,264 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 428,500 | 0 | 0 | 0 | For |
| Federated Hermes | 402,825 | 0 | 0 | 0 | For |
| Legg Mason | 312,400 | 0 | 0 | 0 | For |
| Dimensional | 312,161 | 0 | 0 | 0 | For |
| TIAA | 268,273 | 0 | 0 | 0 | For |
| Equitable | 202,368 | 0 | 20,748 | 0 | Mixed |
| JANUS ASPEN SERIES | 198,783 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 144,242 | 0 | 0 | 0 | For |
| Neuberger Berman | 137,130 | 0 | 0 | 0 | For |
| First Trust | 132,252 | 0 | 0 | 0 | For |
| ADAMS DIVERSIFIED EQUITY FUND, INC. | 116,700 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 0 | 0 | 101,743 | 0 | Abstain |
| T. Rowe Price | 69,960 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 63,330 | 0 | 0 | 0 | For |
| Nationwide | 50,324 | 0 | 0 | 0 | For |
| Jackson National | 49,047 | 0 | 0 | 0 | For |
Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.
Combines 4 wordings of this item as funds reported it.
100% of fund votes cast · no official result
Description as filed by funds: Election of Nine Directors: Diana Frost
The 95 asset managers below reported 46,039,556 for, 1,499,735 abstained, 89 not voted. 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Capital Group | 13,555,154 | 0 | 0 | 0 | For |
| Fidelity | 11,394,058 | 0 | 3,821 | 0 | For |
| Vanguard | 10,846,686 | 0 | 20 | 0 | For |
| JANUS INVESTMENT FUND | 2,902,566 | 0 | 0 | 0 | For |
| JPMorgan | 1,768,053 | 0 | 0 | 0 | For |
| Charles Schwab | 1,148,039 | 0 | 0 | 0 | For |
| BlackRock | 1,106,623 | 0 | 0 | 0 | For |
| Transamerica | 561,343 | 0 | 0 | 0 | For |
| American Century | 0 | 0 | 463,264 | 0 | Abstain |
| HENNESSY FUNDS TRUST | 428,500 | 0 | 0 | 0 | For |
| Federated Hermes | 402,825 | 0 | 0 | 0 | For |
| Legg Mason | 312,400 | 0 | 0 | 0 | For |
| Dimensional | 0 | 0 | 312,161 | 0 | Abstain |
| TIAA | 268,273 | 0 | 0 | 0 | For |
| Equitable | 202,368 | 0 | 20,748 | 0 | Mixed |
| JANUS ASPEN SERIES | 198,783 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 0 | 0 | 144,242 | 0 | Abstain |
| Neuberger Berman | 137,130 | 0 | 0 | 0 | For |
| First Trust | 0 | 0 | 132,252 | 0 | Abstain |
| ADAMS DIVERSIFIED EQUITY FUND, INC. | 116,700 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 101,743 | 0 | 0 | 0 | For |
| T. Rowe Price | 69,960 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 63,330 | 0 | 0 | 0 | For |
| Nationwide | 4,790 | 0 | 45,534 | 0 | Mixed |
| Jackson National | 32,407 | 0 | 16,640 | 0 | Mixed |
Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.
Combines 4 wordings of this item as funds reported it.
100% of fund votes cast · no official result
Description as filed by funds: Election of Nine Directors: Andrea Jung
The 95 asset managers below reported 36,761,609 for, 10,777,682 abstained, 89 not voted. 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Capital Group | 13,555,154 | 0 | 0 | 0 | For |
| Fidelity | 1,837,259 | 0 | 9,560,620 | 0 | Mixed |
| Vanguard | 10,846,659 | 0 | 47 | 0 | For |
| JANUS INVESTMENT FUND | 2,902,566 | 0 | 0 | 0 | For |
| JPMorgan | 1,768,053 | 0 | 0 | 0 | For |
| Charles Schwab | 1,148,039 | 0 | 0 | 0 | For |
| BlackRock | 540,669 | 0 | 565,954 | 0 | Mixed |
| Transamerica | 561,343 | 0 | 0 | 0 | For |
| American Century | 463,264 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 428,500 | 0 | 0 | 0 | For |
| Federated Hermes | 0 | 0 | 402,825 | 0 | Abstain |
| Legg Mason | 312,400 | 0 | 0 | 0 | For |
| Dimensional | 312,161 | 0 | 0 | 0 | For |
| TIAA | 268,273 | 0 | 0 | 0 | For |
| Equitable | 195,186 | 0 | 27,930 | 0 | Mixed |
| JANUS ASPEN SERIES | 198,783 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 144,242 | 0 | 0 | 0 | For |
| Neuberger Berman | 137,130 | 0 | 0 | 0 | For |
| First Trust | 132,252 | 0 | 0 | 0 | For |
| ADAMS DIVERSIFIED EQUITY FUND, INC. | 116,700 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 101,743 | 0 | 0 | 0 | For |
| T. Rowe Price | 69,960 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 1,808 | 0 | 61,522 | 0 | Abstain |
| Nationwide | 50,324 | 0 | 0 | 0 | For |
| Jackson National | 16,640 | 0 | 32,407 | 0 | Mixed |
Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.
Combines 4 wordings of this item as funds reported it.
100% of fund votes cast · no official result
Description as filed by funds: Election of Nine Directors: Jeremy King
The 95 asset managers below reported 45,911,289 for, 1,628,002 abstained, 89 not voted. 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Capital Group | 13,555,154 | 0 | 0 | 0 | For |
| Fidelity | 11,394,058 | 0 | 3,821 | 0 | For |
| Vanguard | 10,836,403 | 0 | 10,304 | 0 | For |
| JANUS INVESTMENT FUND | 2,902,566 | 0 | 0 | 0 | For |
| JPMorgan | 1,768,053 | 0 | 0 | 0 | For |
| Charles Schwab | 1,148,039 | 0 | 0 | 0 | For |
| BlackRock | 1,106,623 | 0 | 0 | 0 | For |
| Transamerica | 561,343 | 0 | 0 | 0 | For |
| American Century | 0 | 0 | 463,264 | 0 | Abstain |
| HENNESSY FUNDS TRUST | 428,500 | 0 | 0 | 0 | For |
| Federated Hermes | 402,825 | 0 | 0 | 0 | For |
| Legg Mason | 312,400 | 0 | 0 | 0 | For |
| Dimensional | 0 | 0 | 312,161 | 0 | Abstain |
| TIAA | 268,273 | 0 | 0 | 0 | For |
| Equitable | 202,368 | 0 | 20,748 | 0 | Mixed |
| JANUS ASPEN SERIES | 198,783 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 0 | 0 | 144,242 | 0 | Abstain |
| Neuberger Berman | 137,130 | 0 | 0 | 0 | For |
| First Trust | 0 | 0 | 132,252 | 0 | Abstain |
| ADAMS DIVERSIFIED EQUITY FUND, INC. | 116,700 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 101,743 | 0 | 0 | 0 | For |
| T. Rowe Price | 69,960 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 63,330 | 0 | 0 | 0 | For |
| Nationwide | 4,790 | 0 | 45,534 | 0 | Mixed |
| Jackson National | 32,407 | 0 | 16,640 | 0 | Mixed |
Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.
Combines 4 wordings of this item as funds reported it.
100% of fund votes cast · no official result
Description as filed by funds: Election of Nine Directors: Michael Kumin
The 95 asset managers below reported 31,245,335 for, 16,293,956 abstained, 89 not voted. 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Capital Group | 13,555,154 | 0 | 0 | 0 | For |
| Fidelity | 0 | 0 | 11,397,879 | 0 | Abstain |
| Vanguard | 10,841,144 | 0 | 5,562 | 0 | For |
| JANUS INVESTMENT FUND | 2,902,566 | 0 | 0 | 0 | For |
| JPMorgan | 1,768,053 | 0 | 0 | 0 | For |
| Charles Schwab | 653 | 0 | 1,147,385 | 0 | Abstain |
| BlackRock | 0 | 0 | 1,106,623 | 0 | Abstain |
| Transamerica | 561,343 | 0 | 0 | 0 | For |
| American Century | 0 | 0 | 463,264 | 0 | Abstain |
| HENNESSY FUNDS TRUST | 428,500 | 0 | 0 | 0 | For |
| Federated Hermes | 0 | 0 | 402,825 | 0 | Abstain |
| Legg Mason | 312,400 | 0 | 0 | 0 | For |
| Dimensional | 0 | 0 | 312,161 | 0 | Abstain |
| TIAA | 0 | 0 | 268,273 | 0 | Abstain |
| Equitable | 195,186 | 0 | 27,930 | 0 | Mixed |
| JANUS ASPEN SERIES | 198,783 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 0 | 0 | 144,242 | 0 | Abstain |
| Neuberger Berman | 137,130 | 0 | 0 | 0 | For |
| First Trust | 0 | 0 | 132,252 | 0 | Abstain |
| ADAMS DIVERSIFIED EQUITY FUND, INC. | 116,700 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 0 | 0 | 101,743 | 0 | Abstain |
| T. Rowe Price | 69,960 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 0 | 0 | 63,330 | 0 | Abstain |
| Nationwide | 4,790 | 0 | 45,534 | 0 | Mixed |
| Jackson National | 0 | 0 | 49,047 | 0 | Abstain |
Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.
Combines 6 wordings of this item as funds reported it.
100% of fund votes cast · no official result
Description as filed by funds: Election of Nine Directors: Harry A. Lawton III
The 95 asset managers below reported 47,535,665 for, 3,626 abstained, 89 not voted. 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Capital Group | 13,555,154 | 0 | 0 | 0 | For |
| Fidelity | 11,397,879 | 0 | 0 | 0 | For |
| Vanguard | 10,846,705 | 0 | 1 | 0 | For |
| JANUS INVESTMENT FUND | 2,902,566 | 0 | 0 | 0 | For |
| JPMorgan | 1,768,053 | 0 | 0 | 0 | For |
| Charles Schwab | 1,148,039 | 0 | 0 | 0 | For |
| BlackRock | 1,106,623 | 0 | 0 | 0 | For |
| Transamerica | 561,343 | 0 | 0 | 0 | For |
| American Century | 463,264 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 428,500 | 0 | 0 | 0 | For |
| Federated Hermes | 402,825 | 0 | 0 | 0 | For |
| Legg Mason | 312,400 | 0 | 0 | 0 | For |
| Dimensional | 312,161 | 0 | 0 | 0 | For |
| TIAA | 268,273 | 0 | 0 | 0 | For |
| Equitable | 223,116 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 198,783 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 144,242 | 0 | 0 | 0 | For |
| Neuberger Berman | 137,130 | 0 | 0 | 0 | For |
| First Trust | 132,252 | 0 | 0 | 0 | For |
| ADAMS DIVERSIFIED EQUITY FUND, INC. | 116,700 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 101,743 | 0 | 0 | 0 | For |
| T. Rowe Price | 69,960 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 63,330 | 0 | 0 | 0 | For |
| Nationwide | 50,324 | 0 | 0 | 0 | For |
| Jackson National | 49,047 | 0 | 0 | 0 | For |
Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.
Combines 4 wordings of this item as funds reported it.
100% of fund votes cast · no official result
Description as filed by funds: Election of Nine Directors: Jeffrey Naylor
The 95 asset managers below reported 47,458,600 for, 80,690 abstained, 89 not voted. 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Capital Group | 13,555,154 | 0 | 0 | 0 | For |
| Fidelity | 11,397,879 | 0 | 0 | 0 | For |
| Vanguard | 10,841,223 | 0 | 5,483 | 0 | For |
| JANUS INVESTMENT FUND | 2,902,566 | 0 | 0 | 0 | For |
| JPMorgan | 1,768,053 | 0 | 0 | 0 | For |
| Charles Schwab | 1,148,039 | 0 | 0 | 0 | For |
| BlackRock | 1,106,623 | 0 | 0 | 0 | For |
| Transamerica | 561,343 | 0 | 0 | 0 | For |
| American Century | 463,264 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 428,500 | 0 | 0 | 0 | For |
| Federated Hermes | 402,825 | 0 | 0 | 0 | For |
| Legg Mason | 312,400 | 0 | 0 | 0 | For |
| Dimensional | 312,161 | 0 | 0 | 0 | For |
| TIAA | 268,273 | 0 | 0 | 0 | For |
| Equitable | 202,368 | 0 | 20,748 | 0 | Mixed |
| JANUS ASPEN SERIES | 198,783 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 144,242 | 0 | 0 | 0 | For |
| Neuberger Berman | 137,130 | 0 | 0 | 0 | For |
| First Trust | 132,252 | 0 | 0 | 0 | For |
| ADAMS DIVERSIFIED EQUITY FUND, INC. | 116,700 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 101,743 | 0 | 0 | 0 | For |
| T. Rowe Price | 69,960 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 63,330 | 0 | 0 | 0 | For |
| Nationwide | 50,324 | 0 | 0 | 0 | For |
| Jackson National | 49,047 | 0 | 0 | 0 | For |
Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.
Combines 5 wordings of this item as funds reported it.
100% of fund votes cast · no official result
Description as filed by funds: Election of Nine Directors: Michael E. Sneed
The 95 asset managers below reported 36,761,609 for, 10,777,682 abstained, 89 not voted. 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Capital Group | 13,555,154 | 0 | 0 | 0 | For |
| Fidelity | 1,837,259 | 0 | 9,560,620 | 0 | Mixed |
| Vanguard | 10,846,659 | 0 | 47 | 0 | For |
| JANUS INVESTMENT FUND | 2,902,566 | 0 | 0 | 0 | For |
| JPMorgan | 1,768,053 | 0 | 0 | 0 | For |
| Charles Schwab | 1,148,039 | 0 | 0 | 0 | For |
| BlackRock | 540,669 | 0 | 565,954 | 0 | Mixed |
| Transamerica | 561,343 | 0 | 0 | 0 | For |
| American Century | 463,264 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 428,500 | 0 | 0 | 0 | For |
| Federated Hermes | 0 | 0 | 402,825 | 0 | Abstain |
| Legg Mason | 312,400 | 0 | 0 | 0 | For |
| Dimensional | 312,161 | 0 | 0 | 0 | For |
| TIAA | 268,273 | 0 | 0 | 0 | For |
| Equitable | 195,186 | 0 | 27,930 | 0 | Mixed |
| JANUS ASPEN SERIES | 198,783 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 144,242 | 0 | 0 | 0 | For |
| Neuberger Berman | 137,130 | 0 | 0 | 0 | For |
| First Trust | 132,252 | 0 | 0 | 0 | For |
| ADAMS DIVERSIFIED EQUITY FUND, INC. | 116,700 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 101,743 | 0 | 0 | 0 | For |
| T. Rowe Price | 69,960 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 1,808 | 0 | 61,522 | 0 | Abstain |
| Nationwide | 50,324 | 0 | 0 | 0 | For |
| Jackson National | 16,640 | 0 | 32,407 | 0 | Mixed |
Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.
Combines 2 wordings of this item as funds reported it.
82% Majority: yes · of votes cast
Description as filed by funds: To approve Amendment No. 1 to the Wayfair Inc. 2023 Incentive Award Plan.
Wayfair Inc.’s own tally for this item (“4. Vote to Approve Amendment No”): 253,741,331 for, 54,941,475 against, per its Form 8-K filed May 22, 2026 (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: 82% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 99 asset managers below reported 17,199,915 for, 30,475,749 against, 3,625 abstained, 89 not voted, 21 unknown.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Capital Group | 0 | 13,555,154 | 0 | 0 | Against |
| Fidelity | 0 | 11,397,879 | 0 | 0 | Against |
| Vanguard | 10,830,848 | 15,858 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 2,902,566 | 0 | 0 | 0 | For |
| JPMorgan | 1,768,053 | 0 | 0 | 0 | For |
| Charles Schwab | 653 | 1,147,385 | 0 | 0 | Against |
| BlackRock | 0 | 1,106,623 | 0 | 0 | Against |
| Transamerica | 92,196 | 469,147 | 0 | 0 | Mixed |
| American Century | 0 | 463,264 | 0 | 0 | Against |
| HENNESSY FUNDS TRUST | 428,500 | 0 | 0 | 0 | For |
| Federated Hermes | 402,825 | 0 | 0 | 0 | For |
| Legg Mason | 0 | 312,400 | 0 | 0 | Against |
| Dimensional | 0 | 312,161 | 0 | 0 | Against |
| TIAA | 0 | 268,273 | 0 | 0 | Against |
| Equitable | 195,186 | 27,930 | 0 | 0 | Mixed |
| JANUS ASPEN SERIES | 198,783 | 0 | 0 | 0 | For |
| CHECK CAPITAL MANAGEMENT INC/CA | 163,323 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 0 | 144,242 | 0 | 0 | Against |
| Neuberger Berman | 0 | 137,130 | 0 | 0 | Against |
| First Trust | 0 | 132,252 | 0 | 0 | Against |
| ADAMS DIVERSIFIED EQUITY FUND, INC. | 0 | 116,700 | 0 | 0 | Against |
| Columbia Threadneedle | 101,743 | 0 | 0 | 0 | For |
| T. Rowe Price | 0 | 69,960 | 0 | 0 | Against |
| MASTER INVESTMENT PORTFOLIO | 0 | 63,330 | 0 | 0 | Against |
| Nationwide | 4,790 | 45,534 | 0 | 0 | Mixed |
Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.
Combines 5 wordings of this item as funds reported it.
80% Majority: yes · of votes cast
Description as filed by funds: A non-binding advisory resolution to approve executive compensation.
Wayfair Inc.’s own tally for this item (“3. Non-Binding Advisory Vote to Approve Executive Compensation”): 247,755,435 for, 60,925,156 against, per its Form 8-K filed May 22, 2026 (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: 80% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Also reported under other wordings, matched to the same row of Wayfair Inc.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Advisory Vote to Ratify Named Executive Officers' Compensation” (11 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).
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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Capital Group | 0 | 13,555,154 | 0 | 0 | Against |
| Fidelity | 0 | 11,397,879 | 0 | 0 | Against |
| Vanguard | 6,285,234 | 4,561,473 | 0 | 0 | Mixed |
| JANUS INVESTMENT FUND | 2,902,566 | 0 | 0 | 0 | For |
| JPMorgan | 1,768,053 | 0 | 0 | 0 | For |
| Charles Schwab | 653 | 1,147,385 | 0 | 0 | Against |
| BlackRock | 0 | 1,106,623 | 0 | 0 | Against |
| Transamerica | 92,196 | 469,147 | 0 | 0 | Mixed |
| American Century | 0 | 463,264 | 0 | 0 | Against |
| HENNESSY FUNDS TRUST | 428,500 | 0 | 0 | 0 | For |
| Federated Hermes | 0 | 402,825 | 0 | 0 | Against |
| Legg Mason | 0 | 312,400 | 0 | 0 | Against |
| Dimensional | 0 | 312,161 | 0 | 0 | Against |
| TIAA | 0 | 268,273 | 0 | 0 | Against |
| Equitable | 195,186 | 27,930 | 0 | 0 | Mixed |
| JANUS ASPEN SERIES | 198,783 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 0 | 144,242 | 0 | 0 | Against |
| Neuberger Berman | 0 | 137,130 | 0 | 0 | Against |
| First Trust | 0 | 132,252 | 0 | 0 | Against |
| ADAMS DIVERSIFIED EQUITY FUND, INC. | 116,700 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 0 | 101,743 | 0 | 0 | Against |
| T. Rowe Price | 0 | 69,960 | 0 | 0 | Against |
| MASTER INVESTMENT PORTFOLIO | 0 | 63,330 | 0 | 0 | Against |
| Nationwide | 4,790 | 45,534 | 0 | 0 | Mixed |
| Jackson National | 0 | 49,047 | 0 | 0 | Against |
Fund voting reports, all 93 managers: 12,201,666 for, 35,304,576 against, 3,625 abstained, 89 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 0 | 16,242,600 | 0 | 0 | Against |
| Capital Group | 0 | 13,774,918 | 0 | 0 | Against |
| Janus Henderson | 7,374,312 | 4 | 25 | 0 | For |
| GREAT HILL PARTNERS, L.P. | 2,788,912 | 0 | 0 | 0 | For |
| SPRUCE HOUSE INVESTMENT MANAGEMENT LLC | 2,600,000 | 0 | 0 | 0 | For |
| Prescott General Partners LLC | 2,322,401 | 0 | 0 | 0 | For |
| BlackRock | 12,685 | 2,108,024 | 0 | 0 | Against |
| GEODE CAPITAL MANAGEMENT, LLC | 0 | 2,115,748 | 0 | 0 | Against |
| BAILLIE GIFFORD OVERSEAS LTD | 1,940,028 | 0 | 0 | 0 | For |
| Wellington | 438,562 | 1,215,587 | 0 | 0 | Mixed |
| State Street | 863 | 1,451,248 | 0 | 0 | Against |
| Charles Schwab | 653 | 1,163,835 | 0 | 0 | Against |
| BAILLIE GIFFORD & CO LTD | 1,074,561 | 0 | 0 | 0 | For |
| Atreides Management, LP | 0 | 1,000,186 | 0 | 0 | Against |
| Artemis Investment Management LLP | 0 | 836,024 | 0 | 0 | Against |
| Vanguard | 19,252 | 815,804 | 0 | 0 | Against |
| AQR | 0 | 796,745 | 0 | 0 | Against |
| ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 0 | 756,082 | 0 | 0 | Against |
| Donor Advised Charitable Giving, Inc. | 0 | 0 | 0 | 0 | Not Voted |
| CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM | 0 | 694,335 | 0 | 0 | Against |
| Clearbridge Investments, LLC | 0 | 665,986 | 0 | 0 | Against |
| Southpoint Capital Advisors LP | 0 | 664,286 | 0 | 0 | Against |
| GOODNOW INVESTMENT GROUP, LLC | 615,677 | 0 | 0 | 0 | For |
| American Century | 0 | 541,940 | 0 | 0 | Against |
| Federated Hermes | 0 | 540,595 | 0 | 0 | Against |
Institutional-manager reports, all 346 managers: 20,907,763 for, 51,190,095 against, 25 abstained, 773,841 not voted, 21 unknown. Showing the 25 largest; see all in the interactive database.
Combines 3 wordings of this item as funds reported it.
99.9% Majority: yes · of votes cast
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, 2026.
Wayfair Inc.’s own tally for this item (“2. Ratification of Selection of Independent Registered Public Accounting Firm”): 319,440,139 for, 18,316 against, per its Form 8-K filed May 22, 2026 (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: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 94 asset managers below reported 47,508,342 for, 3,625 abstained, 89 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Capital Group | 13,555,154 | 0 | 0 | 0 | For |
| Fidelity | 11,397,879 | 0 | 0 | 0 | For |
| Vanguard | 10,846,706 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 2,902,566 | 0 | 0 | 0 | For |
| JPMorgan | 1,768,053 | 0 | 0 | 0 | For |
| Charles Schwab | 1,148,039 | 0 | 0 | 0 | For |
| BlackRock | 1,106,623 | 0 | 0 | 0 | For |
| Transamerica | 561,343 | 0 | 0 | 0 | For |
| American Century | 463,264 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 428,500 | 0 | 0 | 0 | For |
| Federated Hermes | 402,825 | 0 | 0 | 0 | For |
| Legg Mason | 312,400 | 0 | 0 | 0 | For |
| Dimensional | 312,161 | 0 | 0 | 0 | For |
| TIAA | 268,273 | 0 | 0 | 0 | For |
| Equitable | 223,116 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 198,783 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 144,242 | 0 | 0 | 0 | For |
| Neuberger Berman | 137,130 | 0 | 0 | 0 | For |
| First Trust | 132,252 | 0 | 0 | 0 | For |
| ADAMS DIVERSIFIED EQUITY FUND, INC. | 116,700 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 101,743 | 0 | 0 | 0 | For |
| T. Rowe Price | 69,960 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 63,330 | 0 | 0 | 0 | For |
| Nationwide | 50,324 | 0 | 0 | 0 | For |
| Jackson National | 49,047 | 0 | 0 | 0 | For |
Showing the 25 largest of 94 asset managers. See all 94 in the interactive database.
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 131,000,000 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Capital Group | 10.35% |
| 2 | Fidelity | 8.70% |
| 3 | Vanguard | 8.28% |
| 4 | JANUS INVESTMENT FUND | 2.22% |
| 5 | JPMorgan | 1.35% |
| 6 | Charles Schwab | 0.88% |
| 7 | BlackRock | 0.84% |
| 8 | Transamerica | 0.43% |
| 9 | American Century | 0.35% |
| 10 | HENNESSY FUNDS TRUST | 0.33% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Fidelity | 12.40% |
| 2 | Capital Group | 10.52% |
| 3 | Janus Henderson | 5.63% |
| 4 | GREAT HILL PARTNERS, L.P. | 2.13% |
| 5 | SPRUCE HOUSE INVESTMENT MANAGEMENT LLC | 1.98% |
| 6 | Prescott General Partners LLC | 1.77% |
| 7 | BlackRock | 1.62% |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.62% |
| 9 | BAILLIE GIFFORD OVERSEAS LTD | 1.48% |
| 10 | Wellington | 1.26% |
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.
| 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 March 31, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
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, 2026. This page is a static snapshot rebuilt weekly on October 25, 2026; a live search always shows the current data.
At Wayfair Inc.'s shareholder meeting held May 21, 2026, in the 2025-2026 proxy season, 423 asset managers reported how they voted on 12 ballot items in their SEC Form N-PX filings, covering 5,058 separate fund positions. 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 May 22, 2026.
Wayfair Inc. proxy season coverage: 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.