Warby Parker Inc. 8-K

What Happened
Warby Parker Inc. filed an 8-K on June 12, 2026 reporting the results of its Annual Meeting of Stockholders. The meeting reflected high participation (shares representing ~95.97% of combined voting power as of the April 16, 2026 record date). Stockholders elected three Class II directors (terms to expire at the 2029 annual meeting), ratified Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal 2026, and approved, on an advisory (non‑binding) basis, the compensation of the company’s named executive officers.

Key Details

• Record Date: April 16, 2026; voting structure: Class A = 1 vote/share, Class B = 10 votes/share. Shares present or represented: 96,351,226 Class A and 15,718,717 Class B (≈95.97% combined voting power).
• Director elections (Class II, terms until 2029):
  • Dave Gilboa: 234,757,445 FOR; 2,543,571 WITHHELD; 16,237,380 broker non‑votes.
  • Youngme Moon: 235,679,101 FOR; 1,621,915 WITHHELD; 16,237,380 broker non‑votes.
  • Ronald Williams: 217,106,963 FOR; 20,194,053 WITHHELD; 16,237,380 broker non‑votes.
• Auditor ratification: Ernst & Young LLP ratified — 253,376,674 FOR; 141,090 AGAINST; 20,632 ABSTAINED.
• Advisory “say‑on‑pay” vote: approved — 227,769,229 FOR; 9,507,845 AGAINST; 23,942 ABSTAINED; 16,237,380 broker non‑votes.
• Filing signed by Chris Utecht, General Counsel and Secretary, dated June 12, 2026.

Why It Matters
These outcomes confirm the board’s composition for the next three years and maintain continuity with the re‑election of the named directors. Ratification of Ernst & Young provides shareholders’ approval of the independent auditor for fiscal 2026. The advisory approval of executive compensation signals shareholder support for the company’s pay practices (though it is non‑binding). High participation (~96% of voting power) indicates strong shareholder engagement in these governance matters.