Independent
Tenure on this board
7.9 yrs
Also a director at
Apple Inc (AAPL)
10 nominees · 4 ballot items.
Election of ten directors; advisory vote to approve 2025 named executive officer compensation (Say-on-Pay); advisory vote on frequency of future Say-on-Pay votes (recommend ANNUAL); ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.
Elect ten director nominees named in the proxy statement to hold office until the 2027 Annual Meeting and until their successors are elected.
Non-binding advisory approval of the compensation paid to the Company’s named executive officers during 2025 as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding advisory vote to approve the 2025 compensation of named executive officers (NEOs) as disclosed in the CD&A. Management seeks this endorsement to validate its pay-for-performance program, which ties a large portion of pay to PRSUs, RSUs, options, and annual bonuses linked to financial and strategic metrics (Gross Bookings, Adjusted EBITDA, safety, electrification, AV progress). The board recommends FOR, emphasizing alignment with stockholder interests, extensive stockholder engagement, and changes made in response to feedback (eg, moving PRSUs to three-year metrics, adding EPS and operating income metrics for 2026, declining evergreen). While advisory and non-binding, a FOR vote supports management’s compensation policies and signals investor approval; a negative vote would trigger further engagement and potential program changes. The proposal is governance-focused and routine for large public companies, but not a mere ministerial item because it affects executive incentives, retention, and pay-for-performance calibration.
Non-binding advisory vote for shareholders to select the frequency (1, 2, or 3 years) of future Say-on-Pay votes; Board recommends an annual vote.
This management proposal asks stockholders in a non-binding advisory manner to indicate whether future Say-on-Pay votes should be held annually, biennially, or triennially. The Board recommends an annual vote, arguing it promotes accountability and aligns with governance best practices and the Compensation Committee’s cadence of reviews. While advisory, the outcome informs management and may shape the company’s engagement approach; it does not compel the Board. The context includes the company’s history of strong Say-on-Pay support (~85-91%) and recent compensation changes responsive to shareholder feedback, which management cites to justify retaining annual frequency.
Ratify PricewaterhouseCoopers LLP as Uber’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.57% | 133,712,560 | $9.6B |
| 2 | Capital Research Global Investors | 5.72% | 116,339,639 | $8.4B |
| 3 | STATE STREET CORP | 4.45% | 90,639,723 | $6.5B |
| 4 | PUBLIC INVESTMENT FUND | 3.58% | 72,840,541 | $5.2B |
| 5 | BlackRock, Inc. | 2.86% | 58,223,437 | $4.2B |
| 6 | BlackRock, Inc. | 2.05% | 41,804,570 | $3.0B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.04% | 41,474,262 | $3.0B |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.87% | 38,112,387 | $2.7B |
| 9 | Pershing Square Capital Management, L.P.Activist | 1.47% | 29,958,771 | $2.2B |
| 10 | MORGAN STANLEY | 1.26% | 25,734,902 | $1.9B |
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