Airbnb (ABNB) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 5, 2026, with voting on director elections, auditor ratification, executive compensation, and four shareholder proposals.

• Shareholders of record as of April 8, 2026, are eligible to vote, with multiple voting methods available.

• The board recommends voting for director nominees, auditor ratification, and executive compensation, and against all four shareholder proposals.

Voting matters and shareholder proposals

• Election of three Class III directors (Nathan Blecharczyk, Alfred Lin, James Manyika) to serve until 2029.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

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

• Four advisory shareholder proposals: report on digital services risk oversight, report on discrimination in charitable support, dual-class sunset, and report on risks of politicized divestments—all opposed by the board.

Board of directors and corporate governance

• Board consists of nine directors, with a majority classified as independent under Nasdaq rules.

• Board is divided into three staggered classes; leadership includes a Chair/CEO and a lead independent director.

• Four standing committees: Audit, Risk and Compliance; People and Compensation; Nominating and Corporate Governance; and Stakeholder Committee.

• Board diversity includes gender and ethnic representation; director nominations and governance policies are regularly reviewed.