1Stdibs.Com (DIBS) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 8, 2025, with stockholders able to participate and vote online using a unique control number.

• Stockholders of record as of March 11, 2025, are eligible to vote on the proposals presented.

• The proxy materials and annual report are available online, and multiple voting methods are provided, including internet, phone, mail, and live at the meeting.

Voting matters and shareholder proposals

• Stockholders will vote to elect three Class I directors to serve until the 2028 annual meeting.

• Ratification of Ernst & Young LLP as the independent registered public accounting firm for 2025 is on the agenda.

• No other business is expected, but proxies allow for discretionary voting on unforeseen matters.

• Proposals require a majority vote, and cumulative voting is not permitted.

• Deadlines and procedures for submitting shareholder proposals for the 2026 meeting are specified.

Board of directors and corporate governance

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

• Six of seven directors are independent under Nasdaq rules; no family relationships exist among directors or executive officers.

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

• The board held four meetings in 2024, with all directors attending at least 75% of meetings.

• The board has adopted corporate governance guidelines, codes of conduct, and an anti-hedging policy.

• Lead independent director presides when the Chairperson is not present.