Document
Reporting compensation of Chief Operating Officer. true0001616707
0001616707
2019-07-17
2019-07-17
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 17, 2019
WAYFAIR INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-36666 | | 36-4791999 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer 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:
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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.
Wayfair Inc. (“Wayfair” or the “Company”) is filing this amendment to its Current Report on Form 8-K filed on July 17, 2019, which reported, among other things, the promotion of Thomas Netzer to the position of Senior Vice President, Chief Operating Officer, effective July 17, 2019. On August 6, 2019, the Compensation Committee of the Board of Directors of the Company approved the compensation for Mr. Netzer in his new role.
In recognition of his promotion, Mr. Netzer was granted a restricted stock unit (“RSU”) award of 17,000 shares of Class A common stock that vests in substantially equal quarterly installments over a period of two (2) years, subject to continued employment on each applicable vesting date. The RSUs are subject to the terms and conditions of the Company’s 2014 Incentive Award Plan and its related grant agreements. Mr. Netzer will also receive a lump sum of $65,000 for relocation assistance in connection with his move from Germany to the United States.
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.
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| WAYFAIR INC. |
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Date: August 9, 2019 | By: | /s/ ENRIQUE COLBERT |
| | Enrique Colbert |
| | General Counsel and Secretary |