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    Wayfair Inc (W)

    Material Definitive Agreement

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    Wayfair Inc. is a leading global e-commerce company specializing in home goods. It operates an online platform offering over 40 million products sourced from more than 20,000 suppliers, catering to diverse customer tastes and budgets. The company provides furniture, décor, housewares, and home improvement products through its family of brands, serving both individual households and business professionals.

    1. U.S. Segment - Drives the majority of the company's revenue, offering a comprehensive range of home goods through its e-commerce platform to customers in the United States.
    2. International Segment - Provides home goods to customers in Canada, the UK, Germany, and Ireland, focusing on expanding the company's global reach.
    3. Wayfair - The flagship brand offering a wide variety of home-related products, including furniture, décor, and housewares, available internationally.
    4. Joss & Main - Focuses on stylish and curated home décor, targeting customers seeking unique and trendy designs.
    5. AllModern - Specializes in modern and contemporary home designs, catering to customers with a preference for sleek and minimalist aesthetics.
    6. Birch Lane - Offers classic and timeless home styles, appealing to customers who prefer traditional and elegant designs.
    7. Perigold - A luxury home goods destination, providing high-end furniture and décor for premium customers.
    8. Wayfair Professional - Caters to business professionals, including small startups and global enterprises, offering tailored solutions for commercial spaces.
    NamePositionExternal RolesShort Bio

    Niraj Shah

    ExecutiveBoard

    Co-Founder, Chief Executive Officer, President

    None

    Co-founded Wayfair in 2002, instrumental in leading Wayfair's growth and operational strategy.

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    Fiona Tan

    Executive

    Chief Technology Officer

    None

    Joined Wayfair in 2020, led tech transformation initiatives, integrated advanced technologies for personalized shopping experiences.

    Jon Blotner

    Executive

    President, Commercial and Operations

    None

    Joined Wayfair in 2016, led initiatives in Global Merchandising, Pricing, and Supplier Acquisition.

    Kate Gulliver

    Executive

    Chief Financial Officer and Chief Administrative Officer

    None

    Joined Wayfair in 2016, transitioned to CFO in 2022, previously built the company's talent organization.

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    Andrea Jung

    Board

    Independent Director

    President and CEO of Grameen America LLC, Board Member at Apple Inc., Unilever PLC, and Unilever N.V.

    Extensive board and executive-level experience in retail and technology, serving on multiple boards.

    Anke Sch\u00e4ferkordt

    Board

    Independent Director

    Member of the Supervisory Board of BMW AG

    Former CEO of RTL Television and Mediengruppe RTL Deutschland, extensive experience in media and broadcasting.

    Diana Frost

    Board

    Independent Director

    Global Chief Growth Officer at Kraft Heinz

    Appointed to Wayfair's board in 2025, oversees enterprise strategy and marketing at Kraft Heinz, extensive experience in brand strategy and consumer engagement.

    Jeffrey Naylor

    Board

    Independent Director

    Board Member at Dollar Tree, Inc. and Synchrony Financial

    Extensive board, financial, and executive-level experience, particularly in the retail sector.

    Jeremy King

    Board

    Independent Director

    Chief Technology Officer of Pinterest

    Extensive experience in e-commerce and technology, previously held senior roles at Walmart and eBay.

    Michael E. Sneed

    Board

    Independent Director

    Board Member at Kenvue Inc., Thomas Jefferson University, Robert Wood Johnson Foundation, WHYY

    Former Executive Vice President at Johnson & Johnson, extensive experience in global corporate affairs and communications.

    Michael Kumin

    Board

    Lead Independent Director

    Managing Director at Great Hill Partners

    Extensive experience in e-commerce as a private equity investor, serves on several private company boards.

    Steven Conine

    Board

    Co-Founder, Director (Co-Chairman)

    Board Member at CarGurus, Inc.

    Co-founded Wayfair in 2002, pivotal in shaping Wayfair's technological and operational strategies.

    1. Your gross margins have been pressured due to investments in lower take rates to drive order capture; how sustainable is this strategy, and what impact do you expect it to have on profitability if the macro environment doesn't improve?

    2. You've increased advertising spend to 12.3% of net revenue in the third quarter; can you elaborate on the specific returns you're seeing from this investment, and how confident are you that it will yield profitable growth in the current challenging consumer environment?

    3. With consumers remaining trepidatious and housing turnover at historic lows, what concrete steps are you taking to drive top-line growth without relying on a macroeconomic recovery?

    4. Given your continued cost discipline and reductions in SOTG&A expenses, are there risks that cutting costs may limit your ability to invest in critical areas like AI and technology advancements necessary for long-term competitiveness?

    5. Considering the potential for increased tariffs on imports from China and your exposure to suppliers there, how are you positioning your supply chain to mitigate this risk, and what impact could this have on your product costs and margins?

    Program DetailsProgram 1 (2020)Program 2 (2021)
    Approval DateAugust 21, 2020 August 10, 2021
    End Date/DurationNo expiration date No expiration date
    Total Additional Amount$700 million $1.0 billion
    Remaining AuthorizationFully utilized $1.1 billion
    DetailsFully utilized as of September 30, 2024, with $612 million spent to repurchase 2,354,491 shares. No repurchases made during the three and nine months ended September 30, 2024.

    Recent developments and announcements about W.

    8-K Filings

    • 8-K Filing

      ·
      7 days ago
      Financial Exhibits
      New Financial Obligation
      Material Definitive Agreement

      Wayfair Inc. issued $700M aggregate of 7.750% Senior Secured Notes due 2030. Approximately $551M net proceeds will repurchase about $578M of its 1.00% convertible senior notes due 2026, with settlement expected on March 14, 2025.

      View full 8-K filing →

    Press Releases

    • Press Release

      ·
      4 days ago

      Wayfair prices offering of $700M senior secured notes maturing Sept. 15, 2030. Net proceeds will partially repurchase $580M of convertible notes due 2026 and support other corporate purposes.

      View full press release →