Warby Parker (NYSE: WRBY) shareholders approve board slate, auditor and pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Warby Parker Inc. held its annual meeting of stockholders on June 8, 2026, where three Class II directors were elected, the independent auditor was ratified, and executive compensation received advisory approval. A total of 96,351,226 Class A shares and 15,718,717 Class B shares were present or represented, accounting for approximately 95.97% of the combined voting power as of the record date.

Stockholders elected Dave Gilboa, Youngme Moon, and Ronald Williams as Class II directors, each receiving more votes for than withheld. Ernst & Young LLP was ratified as independent registered public accounting firm for the fiscal year ending December 31, 2026. The advisory vote on compensation of named executive officers was approved with substantially more votes for than against, alongside broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Class A shares present: 96,351,226 shares Class B shares present: 15,718,717 shares Voting power represented: 95.97% +5 more

8 metrics

Class A shares present 96,351,226 shares Present or represented at annual meeting

Class B shares present 15,718,717 shares Present or represented at annual meeting

Voting power represented 95.97% Combined Class A and B voting power as of record date

Votes for Dave Gilboa 234,757,445 votes Election as Class II director

Votes for Youngme Moon 235,679,101 votes Election as Class II director

Votes for Ronald Williams 217,106,963 votes Election as Class II director

Votes for auditor ratification 253,376,674 votes Ratification of Ernst & Young LLP for 2026

Votes for say-on-pay 227,769,229 votes Advisory approval of executive compensation

Key Terms

Class A common stock, Class B common stock, broker non-votes, independent registered public accounting firm, +1 more

5 terms

Class A common stock financial

"Holders of the Company’s Class A common stock were entitled to one vote per share"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Class B common stock financial

"Holders of the Company’s Class B common stock were entitled to ten votes per share"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

broker non-votes financial

"Votes FOR | Votes WITHHELD | Broker Non-Votes Dave Gilboa | 234,757,445"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory (non-binding) basis financial

"Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/12/2026 - 04:53 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 8, 2026

Warby Parker Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware (State or Other Jurisdiction of Incorporation)			001-40825 (Commission File Number)			80-0423634 (IRS Employer Identification No.)


233 Spring Street, 6th Floor East New York, New York (Address of Principal Executive Offices)			10013 (Zip Code)

(646) 847-7215

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, 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 (see General Instructions A.2. below):


			☐			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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value

WRBY

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.07 Submission of Matters to a Vote of Security Holders

On June 8, 2026, Warby Parker Inc. (the “Company”) held its Annual Meeting of Stockholders. Holders of the Company’s Class A common stock were entitled to one vote per share held as of the close of business on April 16, 2026 (the “Record Date”) and holders of the Company’s Class B common stock were entitled to ten votes per share held as of the Record Date. A total of 96,351,226 shares of the Company’s Class A common stock and 15,718,717 shares of the Company’s Class B common stock were present in person or represented by proxy at the meeting, representing approximately 95.97% percent of the combined voting power of the Company’s Class A and Class B common stock as of the Record Date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 28, 2026.

Item 1 — Election of three Class II directors for a term of office expiring on the date of the annual meeting of stockholders in 2029 and until their respective successors have been duly elected and qualified.

The stockholders elected each of the three persons named below as Class II directors to serve until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified. The results of such vote were:



	Votes FOR	Votes WITHHELD	Broker Non-Votes
Dave Gilboa	234,757,445	2,543,571	16,237,380
Youngme Moon	235,679,101	1,621,915	16,237,380
Ronald Williams	217,106,963	20,194,053	16,237,380

Item 2 — Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of such vote were:



Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
253,376,674	141,090	20,632	0

Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers.

The compensation of the Company’s named executive officers was approved on an advisory (non-binding) basis. The results of such vote were:



Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
227,769,229	9,507,845	23,942	16,237,380

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	WARBY PARKER INC.

Dated: June 12, 2026	By:	/s/ Chris Utecht
		Chris Utecht
		General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Warby Parker (WRBY) stockholders vote on at the June 2026 annual meeting?

Stockholders voted on electing three Class II directors, ratifying Ernst & Young LLP as independent auditor for 2026, and approving, on an advisory basis, compensation for named executive officers. All three proposals received more votes in favor than against and were approved.

Were Warby Parker (WRBY) director nominees elected at the 2026 annual meeting?

Yes, all three Class II director nominees were elected. Dave Gilboa, Youngme Moon, and Ronald Williams each received more votes for than withheld, and will serve until the 2029 annual meeting or until their successors are duly elected and qualified, consistent with the company’s classified board structure.

Did Warby Parker (WRBY) stockholders ratify Ernst & Young as auditor for 2026?

Yes, stockholders ratified Ernst & Young LLP as Warby Parker’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 253,376,674 votes for, 141,090 votes against, and 20,632 abstentions, with no broker non-votes recorded on this item.

How did Warby Parker (WRBY) investors vote on executive compensation in 2026?

Investors approved the compensation of Warby Parker’s named executive officers on an advisory, non-binding basis. The proposal received 227,769,229 votes for, 9,507,845 against, and 23,942 abstentions, with 16,237,380 broker non-votes, indicating stockholder support for the disclosed pay programs at this meeting.

What was Warby Parker (WRBY) shareholder turnout and voting power at the 2026 meeting?

Turnout was high, with 96,351,226 Class A shares and 15,718,717 Class B shares present in person or by proxy. This represented approximately 95.97% of the combined voting power of all Class A and Class B common stock entitled to vote as of the April 16, 2026 record date.

Filing Exhibits & Attachments

3 documents