Airbnb (ABNB) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 4, 2025, with stockholders voting on director elections, auditor ratification, executive compensation, and a shareholder proposal regarding voting disclosure.

• Stockholders of record as of April 7, 2025, are eligible to vote, with multiple voting methods available, including online, phone, and mail.

• The company emphasizes environmental responsibility by hosting a virtual meeting and using electronic delivery of proxy materials.

Voting matters and shareholder proposals

• Election of three Class II directors (Amrita Ahuja, Joseph Gebbia, Jeffrey Jordan) to serve until 2028.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Advisory vote on executive compensation (Say-on-Pay).

• Consideration of a shareholder proposal to disclose voting results by share class, which the board recommends voting against.

Board of directors and corporate governance

• The board consists of nine directors divided into three classes with staggered three-year terms.

• Six directors are independent; the board has a lead independent director and four standing committees: audit, compensation, nominating/governance, and stakeholder.

• The board’s leadership structure combines the roles of CEO and Chair, with a lead director providing independent oversight.

• Board and committee attendance exceeded 75% in 2024.