Registration No. 333-______  
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM S-8
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 

 
Wayfair Inc.
(Exact name of registrant as specified in its charter)
 
Delaware 36-4791999
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. Employer
Identification Number)
 
4 Copley Place
Boston, MA 02116
(Address, including zip code, of registrant’s principal executive offices)
 

 
2014 Incentive Award Plan
(Full Title of the Plan)
 

 
Niraj Shah
Chief Executive Officer
Wayfair Inc.
4 Copley Place
Boston, MA 02116
(617) 532-6100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 

 

 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer    x
 
Accelerated filer    o
Non-accelerated filer    o
 
Smaller reporting company    o
Emerging growth company    o
 
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 7(a)(2)(B) of the Securities Act. o



REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
 
This Registration Statement on Form S-8 is being filed to register an additional 2,171,905 shares of Class A common stock, $0.001 par value per share, of Wayfair Inc. (the "Registrant"), to be issued under the Registrant’s 2014 Incentive Award Plan, as amended (the "2014 Plan"). The additional shares described above are of the same class as other securities relating to the 2014 Plan for which the Registrant's registration statement filed on Form S-8, File No. 333-199236 (filed with the Securities and Exchange Commission (the "SEC") on October 9, 2014) (the "Prior Registration Statement") is effective. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statement relating to the 2014 Plan are incorporated herein by reference, except to the extent supplemented or amended or superseded by the information set forth herein.
 




PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.         Exhibits.
Exhibit Number Description of Exhibit
4.1 
4.2 
4.3
5.1+ 
23.1+ 
23.2+ 
24.1+ 
99.1 
99.2
99.3
99.4
99.5
99.6

107+

+            Filed herewith




SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Boston, Massachusetts, on this 23rd day of February, 2023.
 
 WAYFAIR INC.
  
 By:/s/ Niraj Shah
  Niraj Shah
  Chief Executive Officer and President
 


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of the Registrant do hereby constitute and appoint Niraj Shah, Kate Gulliver and Enrique Colbert, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign, date and file any and all amendments (including post-effective amendments) to this Registration Statement, and to date and file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, and generally to do all such things on their behalf in their capacities as officers and directors to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
Signature Title Date
     
/s/ Niraj Shah Chief Executive Officer and President,
Co-Founder and Director		 February 23, 2023
Niraj Shah (Principal Executive Officer)  
     
/s/ Kate Gulliver Chief Financial Officer and Chief  February 23, 2023
Kate Gulliver Administrative Officer (Principal Financial and Accounting Officer)  
     
/s/ Steven Conine Co-Founder and Director February 23, 2023
Steven Conine    
     
/s/ Michael Choe Director February 23, 2023
Michael Choe    
     
/s/ Andrea Jung Director February 23, 2023
Andrea Jung  
     
/s/ Jeremy King Director February 23, 2023
Jeremy King  
     
/s/ Michael Kumin Director February 23, 2023
Michael Kumin  
/s/ Jeffrey NaylorDirectorFebruary 23, 2023
Jeffrey Naylor   
/s/ Anke SchäferkordtDirectorFebruary 23, 2023
Anke Schäferkordt
/s/ Michael E. Sneed Director February 23, 2023
Michael E. Sneed  


Wayfair (NYSE:W)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Wayfair Charts.
Wayfair (NYSE:W)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Wayfair Charts.