8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 11, 2020

WAYFAIR INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36666	36-4791999
(State or other jurisdiction of<br>incorporation or organization)	(Commission<br>File Number)	(I.R.S. Employer<br>Identification No.)

4 Copley Place

Boston, MA 02116

(Address of principal executive offices, including zip code)

(617) 532-6100

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share	W	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 11, 2020, the Board of Directors (the “Board”) of Wayfair Inc. (the “Company”) elected Michael E. Sneed to the Board, effective immediately, to fill the existing vacancy on the Board.

The Board has determined that Mr. Sneed is “independent” under the rules and regulations of the New York Stock Exchange and the Securities and Exchange Commission. There are no transactions between Mr. Sneed and the Company that would be reportable under Item 404(a) of Regulation S-K. Mr. Sneed was not selected as a director pursuant to any arrangement or understanding between him and any other person.

In connection with his election to the Board, the Board granted Mr. Sneed a restricted stock unit award under the Company's 2014 Incentive Award Plan with a value of $200,000 as of the date of grant, subject to a three year vesting schedule. In addition, the Company entered into its standard form of indemnification agreement with Mr. Sneed. Under the indemnification agreement, the Company agrees to indemnify Mr. Sneed to the fullest extent permitted by Delaware law for certain liabilities to which he may become subject as a result of his service as a director of the Company. A copy of the Company’s form of indemnification agreement is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 8, 2018.

A copy of the Company's press release regarding these events is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br>No.	Description
99.1	Press Release issued on November 13, 2020
104	Inline XBRL for the cover page of this Current Report on Form 8-K

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WAYFAIR INC.
Date: November 13, 2020	By:	/s/ ENRIQUE COLBERT
		Enrique Colbert
		General Counsel and Secretary

4

Document

Exhibit 99.1

Wayfair Names Michael E. Sneed to its Board of Directors

Johnson & Johnson EVP Brings Extensive Experience in Corporate Affairs, Communications and Operations to Leading Home Retailer

BOSTON, Mass. – November 13, 2020 – Wayfair Inc. (NYSE:W), one of the world’s largest online destinations for the home, today announced that Michael E. Sneed, Executive Vice President of Global Corporate Affairs and Chief Communication Officer for Johnson & Johnson (NYSE:JNJ), has been elected to its board of directors. Sneed brings a wealth of experience to the Wayfair board leading Johnson & Johnson’s global marketing, communication, design and philanthropy functions and overseeing strategic operations as a member of the company’s Executive Committee. Throughout his career, Sneed has driven international growth for key business areas across Johnson & Johnson.

“We are excited to welcome Michael to the Wayfair board,” said Niraj Shah, CEO, Co-Founder and Co-Chairman, Wayfair. “His experience leading core business units at J&J and proven track record driving growth across a variety of consumer product businesses, combined with his expertise in corporate affairs and communications, will be highly impactful. I look forward to Michael’s insights and guidance as we charge ahead on our path of tremendous growth and further solidify our position as the leader in home.”

During the course of his accomplished career at Johnson & Johnson, Sneed has held a variety of senior leadership positions across key areas of the business. Prior to his current roles, he served as Company Group Chairman and was a member of the Medical Devices & Diagnostics Group Operating Committee. In his tenure, Sneed also served as vice president of Worldwide Consumer Pharmaceuticals, president of McNeil Nutritionals Worldwide, and global president of the Personal Products Company, overseeing critical business functions spanning IT, Finance and HR within the Consumer & Personal Care group.

“I am thrilled to join the Wayfair board and look forward to partnering with an exceptional team that is redefining what’s possible in retail,” noted Sneed. “With its laser-focus on the customer and long-term vision for growth, the company is uniquely positioned to take advantage of the massive market opportunity ahead as consumers continue to shift online and increasingly choose Wayfair as their go-to place to shop for everything home.”

Sneed is a member of the board of trustees at Macalester College and the Thomas Jefferson Health System. He also serves on the Executive Committee of the Ad Council. He holds a Master’s degree in business administration from the Tuck School of Business at Dartmouth College and a Bachelor of Arts degree, cum laude, from Macalester College.

About Wayfair

Wayfair believes everyone should live in a home they love. Through technology and innovation, Wayfair makes it possible for shoppers to quickly and easily find exactly what they want from a selection of more than 18 million items across home furnishings, décor, home improvement, housewares and more. Committed to delighting its customers every step of the way, Wayfair is reinventing the way people shop for their homes - from product discovery to final delivery.

The Wayfair family of sites includes:

•Wayfair - All things home, all in one place.

•Joss & Main - Stylish designs to discover daily.

•AllModern - The best of modern, priced for real life.

•Birch Lane - Classic home. Comfortable cost.

•Perigold - The widest-ever selection of luxury home furnishings.

Wayfair generated $13.0 billion in net revenue for the twelve months ended September 30, 2020. Headquartered in Boston, Massachusetts with operations throughout North America and Europe, the company employs more than 16,700 people.

Media Relations Contact:

Susan Frechette

PR@Wayfair.com

Investor Relations Contact:

Jane Gelfand

IR@Wayfair.com