WRBY Warby Parker Inc

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 8, 2023, 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 14, 2023 (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 84,086,132 shares of the Company’s Class A common stock and 19,699,028 shares of the Company’s Class B common stock were present in person or represented by proxy at the meeting, representing approximately 95.79% 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 27, 2023 (the “Proxy Statement”).

Item 1 — Election of three Class II directors for a term of office expiring on the date of the annual meeting of stockholders in 2026 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 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified. The results of such vote were:

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, 2023.

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, 2023. The results of such vote were:

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

The stockholders’ preferred frequency of future advisory votes on the compensation of the Company’s named executive officers was “one year.” The results of such vote were:

Based on these results and consistent with the recommendation of the Board of Directors (the “Board”) of the Company in the Proxy Statement, the Board has determined to conduct an advisory vote on the compensation of the Company’s named executive officers once every year until the next required advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers is submitted to the stockholders or the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company.