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:



                                       Votes           Broker
                    Votes FOR        WITHHELD        Non-Votes
Dave Gilboa         265,807,689       3,129,423       12,139,300
Youngme Moon        259,759,795       9,177,317       12,139,300
Ronald Williams     259,720,664       9,216,448       12,139,300

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:





                                                             Broker Non-
  Votes FOR        Votes AGAINST       Votes ABSTAINED          Votes
  281,015,593           29,792               31,027                  0

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:





 Votes for One Year       Votes for Two Years      Votes for Three Years        Votes Abstained       Broker Non-Votes
      268,637,177                 208,010                    85,082                   6,843               12,139,300





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.

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