AGM 2020

May 12, 2020

Welcome to the Wayfair Inc. Annual Meeting. My name is Rafael, and I will be your operator. At this time, all participants are in a listen mode only. I will now turn the call over to Michael You may begin. Good morning, ladies and gentlemen. I am Michael Fleisher, Chief Financial Officer of Wayfair. On behalf of our directors, officers and employees, I thank you for attending our annual meeting which we are conducting over the Internet. As a preliminary matter, this is a virtual meeting conducted by a live audio webcast which is taking place only over the Internet. Once the polls are open, stockholders will be able to vote in real time until the polls are closed by clicking on the Vote Here button on your screen. Stockholders may also submit questions while the meeting is in progress. As in prior years, following the adjournment of the meeting, we have reserved some time to answer questions. Joseph McClelland, a representative of Broadridge Financial Services Solutions has been appointed to act as Inspector of Elections. He has taken the customary oath of office, which will be filed with the minutes of this meeting. Will the inspector please identify yourself so the stockholders who are participating will know who you are. Good morning, everyone. I'm Joseph McLellan. Thank you, Joe. Now I would like to take this opportunity to introduce some of the company representatives who are present at this meeting. Niraj Shah, our Co Founder, Co Chairman and Chief Executive Officer Steve Koenine, our Co Founder and Co Chairman and Enrique Colbert, our General Counsel and Secretary. Members of the board of directors, each of whom is standing for reelection at this meeting have also joined the meeting. Representatives from our independent auditors, Ernst and Young, are also present today. They will be available during the question and answer period to answer any questions. Mr. Culvert will keep the minutes of this meeting. Enrique, I will now turn the meeting over to you. Thanks, Michael, and good morning, everyone. Before considering the matters of business to be brought before this meeting, I'd like to cover several procedural matters. A notice of meeting and important notice regarding the availability of proxy materials, which includes our proxy statement and annual report on Form 10 ks, was mailed beginning on 03/31/2020 to all stockholders of record as of the close of business on 03/16/2020. Proof of the mailing will be filed with the minutes of this meeting. On 04/20/2020, a supplement to the notice of meeting and proxy statement was also filed with the SEC. These proxy materials as well as a certified list of stockholders entitled to vote at the meeting are available at our offices and may be inspected by any stockholder. Electronic copies of these materials are also posted on this virtual meeting site. Under our bylaws, a quorum will be present if stockholders holding a majority of the voting powers of the shares of our Class A and Class B common stock entitled to vote voting together as a single class are present at the annual meeting or represented by proxy. The inspector has advised me that a quorum is present. As a result, I hereby declare this meeting duly convened. Back to you, Michael. Thank you. Now let's consider the business items for this meeting. At the conclusion of the discussion of all matters, we will open the polls for a vote. At the conclusion of voting on all items, the votes will be tallied. This meeting has been called to consider and vote upon the following matters, each of which is described in detail in the proxy statement. Proposal one, the first proposal is to consider the election of directors to serve on the board until our next annual meeting of stockholders. Detailed biographical information of each nominee can be found beginning on page seven of our proxy statement. The directors standing for election, which are the seven current members of the board as described on our April 20 proxy supplement, are as follows: Yiren Shah, Steven Koenig, Julie Bradley, Andrea Jung, Michael Kuman, Jeffrey Naylor, Anka Schapertort. The Board of Directors recommends a vote for each of the seven director nominees identified in the proxy statement as amended by the proxy supplement. In accordance with our bylaws, stockholders are required to provide advance notice of their intent to nominate candidates for directors. No such notice was received. Therefore, I declare the nominations for directors closed. The second proposal is to consider the ratification of the appointment of Ernst and Young LLP as the company's independent registered public accounting firm for its fiscal year ending 12/31/2020. An explanation of this proposal is contained in the proxy statement on Page nine. The Board of Directors recommends a vote for this proposal. The third and final proposal is to consider a nonbinding advisory vote to approve the executive compensation of the company's named executive officers as disclosed in the proxy statement. An explanation of this proposal as well as the text of the proposed resolution is contained in the proxy statement on page 10. The board of directors recommends a vote for this proposal. Now let's move on to voting. Most of you have already submitted your proxy to vote and don't need to vote again unless you want to change your vote. The time is now 11:06 a. M. On 05/12/2020, and the polls to vote online for each matter to be voted on at this meeting are now open. Please vote your shares now with respect to these matters if you have not already voted by proxy before this meeting by clicking on the vote here button on your screen. I will now pause to allow people time to vote. The time is now 11:07AM on 05/12/2020, and the polls are now officially closed. The votes are being counted, and we appreciate your patience during this process. I have been advised that the inspector of elections has completed the preliminary vote count. The inspector's preliminary voting report indicates that there were sufficient votes to elect each of the nominees for director, to ratify the appointment of Ernst and Young LLP as the company's independent registered public accounting firm for fiscal twenty twenty and to approve on a non binding advisory basis for the compensation of the company's named executive officers. Therefore, I hereby declare that all seven nominees for director have been duly elected, that the appointment of Ernst and Young LLP has been ratified and that the compensation of the company's named executive officers has been approved on a non binding advisory basis. The inspector will make a written report of the final vote count that will be included as part of the minutes of this meeting. The final voting results will also be included in the company's current report on Form eight ks to be filed with the SEC within four business days following this meeting. Now let's move on to any other business. Enrique, were there any other items of business or proposals that were properly made by any stockholder of the company? No, there were not. With that, we've reached the end of the formal business of this meeting and I therefore declare this annual meeting to be adjourned. At this point, I will pause to answer questions that may have been submitted by our stockholders. While we are reviewing questions, I ask that Mr. Colbert please remind everyone that we may make forward looking statements during this portion of the meeting. Statements made during the course of this meeting including any response to questions that may follow this meeting may constitute forward looking statements. We cannot guarantee that any forward looking statement will be accurate although we believe that we have been reasonable in our expectations and assumptions. Our 10 ks for 2019, our first quarter 10 Q for 2020 and our subsequent SEC filings identify certain factors that could cause the company's actual results to differ materially from those projected in any forward looking statements made today. Except as required by law, we undertake no obligation to publicly update or revise these statements whether as a result of any new information, future events or otherwise. Okay. There are no questions and therefore thank you for joining this year's annual meeting. We hope you share our excitement about Wayfair. Look forward to seeing you again next year. Thank you ladies and gentlemen. This concludes today's conference. Thank you for participating. You may now disconnect. Have a great day.