WAYFAIR INC. (NYSE:W) Files An 8-K Entry into a Material Definitive Agreement

WAYFAIR INC. (NYSE:W) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

The information set forth under Item 5.02 of this Current Report on Form 8-K under the heading "Form of Director and Officer Indemnification Agreement" is incorporated herein by reference.

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

Departure of Director

On January 3, 2018, Neeraj Agrawal, a member of the Board of Directors (the “Board”) of Wayfair Inc. (the “Company”), resigned from the Board, effective upon the Board’s acceptance of such resignation. Mr. Agrawal resigned to allow room for the appointment of a new director. The Board accepted Mr. Agrawal’s resignation on January 5, 2018. Mr. Agrawal’s decision to resign was not related to a disagreement with the Company over any of its operations, policies or practices.

Election of Director

On January 5, 2018, the Board elected Jeffrey Naylor to the Board, effective immediately. The Company did not appoint Mr. Naylor to any Board committee.

There are no transactions between Mr. Naylor and the Company that would be reportable under Item 404(a) of Regulation S-K. Mr. Naylor was not selected as a director to any arrangement or understanding between him and any other person.

In connection with his election to the Board, the Board intends to grant Mr. Naylor 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.

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

Director and Officer Indemnification Agreements

On January 5, 2018, the Company, in connection with a periodic review of its existing form of indemnification agreement, adopted an updated form of indemnification agreement (the “Indemnification Agreement”) to be used between the Company and individuals who may serve from time to time as directors or executive officers of the Company. The Indemnification Agreement supplements indemnification provisions already in the Company’s Restated Certificate of Incorporation and Amended and Restated Bylaws and supersedes any prior indemnification agreements entered into between the Company and its directors or executive officers. Under the Indemnification Agreement, the Company agrees to indemnify directors and executive officers to the fullest extent permitted by applicable law (including the Delaware General Corporation Law), including indemnification and/or advancement of expenses incurred or reasonably expected to be incurred in connection with participating in any action or proceeding, including any action or proceeding by or in right of the Company, arising out of the person’s services as a director or executive officer.

The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.


Wayfair Inc. Exhibit
EX-10.1 2 newdirectornaylor8-kex101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1WAYFAIR INC.INDEMNIFICATION AND ADVANCEMENT AGREEMENTThis Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __,…
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Wayfair Inc. (Wayfair) offers browsing, merchandising, product discovery and prices for a range of products from suppliers across various brands, including Wayfair.com, Joss & Main, AllModern, DwellStudio and Birch Lane. The Company offers a range of furniture, home furnishings, decor and goods. Wayfair produces editorial content both in-house and through third parties. The Company offers its suppliers a real-time view of its demand and inventory needs via data and analytics. The Company’s Wayfair.com is its mass-market brand that focuses on offering a range of home furnishings and decor. Joss & Main is the Company’s online flash sales site. AllModern is an online destination for original design for home enthusiasts. DwellStudio is an online design studio for home furnishings. Birch Lane is a destination for home designs. Wayfair also focuses on retail partners. Wayfair Media Solutions helps manufacturers, retailers and other advertisers market to its consumer audience.

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