UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 1, 2024, Gabrielle Sulzberger notified the board of directors (the “Board”) of Warby Parker Inc. (the “Company”) of her intention to resign as a member of the Board, effective on October 18, 2024 (the “Resignation Effective Time”). Ms. Sulzberger’s resignation is a result of her desire to focus on her other personal and professional commitments and not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
On October 4, 2024, the Board approved a decrease in the size of the Board from ten (10) directors to nine (9) directors in accordance with the Company’s Amended and Restated Bylaws and Restated Certificate of Incorporation, effective upon the Resignation Effective Time. On the same date, in order to achieve an equal balance of membership among the Board’s three classes of directors, the Board determined that Teresa Briggs should be reclassified from Class I, with a term expiring at the Company’s 2025 Annual Meeting of Stockholders, to Class III, with a term expiring at the Company’s 2027 Annual Meeting of Stockholders. Accordingly, and solely to effect such change, effective upon the Resignation Effective Time, Ms. Briggs resigned as a Class I director and was immediately elected by the Board as a Class III director, effective as of the Resignation Effective Time. The resignation and re-election of Ms. Briggs was effected solely to rebalance the Board’s classes, and for all other purposes, including committee service and compensation, Ms. Briggs’s service on the Board is deemed to have continued uninterrupted.
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: October 4, 2024 | By: | /s/ Chris Utecht |
| Chris Utecht | ||
| SVP, General Counsel & Secretary | ||