Warby Parker Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect David (“Dave”) Gilboa, Youngme Moon, and Ronald Williams as Class II Directors to serve until the 2029 Annual Meeting and until their successors are duly elected and qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Approval of Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal requests a non-binding, advisory vote to approve the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis, pay tables, and narrative disclosures. Management frames the vote as a way for stockholders to express their views on overall executive pay philosophy and design rather than any single element of pay; the Board and the Compensation Committee treat the outcome as informative and will consider it when making future compensation decisions. The proposal follows Warby Parker’s stated approach of tying a majority of executive pay to long-term equity and performance metrics—2025 compensation highlighted increased target cash for NEOs, annual bonuses paid in fully vested RSUs (73% payout of target for 2025 corporate performance), co-CEO multi-year founders’ grants, and 2025 PSU/RSU awards with relative TSR performance. Management emphasizes alignment with stockholder interests through equity-based compensation, use of peer benchmarking, and governance safeguards (independent Compensation Committee, independent advisor, clawback policy, equity award timing policy). The advisory vote is required under Section 14A and is non-binding, but the Company discloses that the Compensation Committee will consider the vote’s outcome in future program adjustments. Contextual factors include the Company’s 2025 operating results (first full year of GAAP net income, Adjusted EBITDA growth, store expansion), the recent transition in CFO, and the Co-CEOs’ unique multi-year founder awards—factors that influence pay design and investor perceptions. Potential controversies for an analyst to evaluate include the size and structure of Co-CEO awards (large multi-year grants and $6M target annual awards), the use of fully vested RSUs for annual bonus payout (affecting retention incentives), and the mix of absolute and relative performance metrics (net revenue, Adjusted EBITDA, stakeholder modifiers, and Relative TSR for PSUs). The Board’s rationale emphasizes market-competitive positioning, retention, and alignment with long-term shareholder value, while investors may scrutinize realized pay versus company TSR and the degree of pay-for-performance linkage. The advisory nature of the vote means the proposal does not itself change compensation arrangements, but a negative outcome could prompt more significant engagement and design changes by the Compensation Committee and Board.

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When is the Warby Parker Inc 2026 annual meeting?

Warby Parker Inc (WRBY) holds its 2026 annual shareholder meeting on Monday, June 8, 2026.

What is the record date for the Warby Parker Inc 2026 meeting?

The record date for the Warby Parker Inc 2026 meeting is Thursday, April 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Warby Parker Inc's 2026 meeting?

The board is presenting 3 director nominees at the Warby Parker Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Warby Parker Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Warby Parker Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.