Pinterest Inc

This non-binding management proposal asks stockholders to approve, on an advisory basis, the compensation paid to the company’s named executive officers and to express an opinion on the overall compensation program described in the Compensation Discussion and Analysis and related disclosure. Management seeks this advisory approval as part of standard corporate governance practice to gather shareholder feedback on pay-for-performance alignment and to demonstrate responsiveness to investor views; the compensation committee uses the vote outcome as input when setting future compensation parameters. The proposal does not change pay arrangements directly — it is advisory — but a strong or weak vote can influence future program design (e.g., mix of PSUs vs RSUs, performance metrics, vesting schedules) and signal investor sentiment on risk alignment. Contextually, Pinterest has recently transitioned to a longer-dated equity vesting structure with increased use of performance stock units tied to relative TSR and maintained annual cash incentive metrics (revenue and adjusted EBITDA), so the vote is effectively an endorsement (or not) of those changes. The board recommends a vote FOR, citing the compensation committee’s conclusion that the policies and practices are effective in implementing the company’s compensation philosophy and achieving program goals, and noting that management and the committee will consider shareholder feedback. From a governance perspective, the advisory nature means the company is not required to follow the result but typically will respond to a material negative outcome; historically Pinterest received strong shareholder support in prior years. Key considerations for an investor evaluating the proposal include whether the performance metrics and time horizons (e.g., 3‑year PSUs for the CEO and bridge PSUs for other NEOs) sufficiently align pay with long‑term value creation, the magnitude of realized vs target pay given recent strong stock performance and free cash flow generation, and the degree of shareholder engagement and disclosure around target-setting and peer group selection. Overall, a FOR vote signals support for the current mix of cash and equity incentives and the board’s approach to linking pay to revenue, adjusted EBITDA, and rTSR; a vote against would prompt further outreach and possible program adjustments.

This management proposal asks shareholders, on a non-binding basis, to indicate whether advisory votes on executive compensation should occur every one, two, or three years; management and the board recommend an annual (one-year) frequency. The board’s rationale for recommending annual votes typically centers on maintaining regular, timely engagement with shareholders on pay practices and ensuring that investor feedback is considered in a near-term cadence given evolving compensation program changes. Because the vote is advisory, the board is not bound by the outcome but commits to weigh the preference that receives the most votes; the statement also reserves board flexibility to alter frequency in response to shareholder discussions or material compensation changes. From a governance analyst perspective, an annual vote is often viewed as best practice for transparency and accountability, particularly when a company is undergoing compensation program transitions (e.g., greater PSU usage and vesting schedule changes at Pinterest). However, some investors favor less frequent votes if they believe annual advisory votes create administrative burden without materially different outcomes; therefore, the vote tests shareholder preference for oversight cadence. The company signals continuity by scheduling the next say-on-frequency vote in 2032, indicating the board will honor whichever option wins but will retain discretion. For investors evaluating governance quality, consider whether the company’s responsiveness to past say-on-pay results and engagement practices justify annual votes. A vote for the board’s recommendation supports continued annual shareholder input on executive compensation, while a vote for a multi-year option would indicate a preference for reduced voting frequency.