1Stdibs.Com (DIBS) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 7, 2026, with voting available online, by phone, or mail for shareholders of record as of March 10, 2026.

• Key proposals include electing two Class II directors and ratifying Ernst & Young LLP as the independent auditor for 2026.

• The board encourages prompt voting and outlines procedures for proxy submission, revocation, and quorum requirements.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class II directors for terms expiring in 2029 and ratifying the appointment of Ernst & Young LLP as auditor.

• Majority voting applies for uncontested director elections; broker non-votes and abstentions have no effect on outcomes.

• Shareholder proposals for the 2027 meeting must be submitted by November 26, 2026, following SEC and bylaw requirements.

Board of directors and corporate governance

• The board consists of seven directors, six of whom are independent under Nasdaq rules.

• Board committees include audit, compensation, and nominating/governance, each with defined charters and independent chairs.

• The board holds regular executive sessions for independent directors and encourages director attendance at annual meetings.

• Corporate governance guidelines, codes of ethics, and anti-hedging/insider trading policies are in place and reviewed annually.

• The board has a combined Chairperson/CEO role, with a lead independent director to ensure balanced oversight.