Aurora Innovation (AUR) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, to be held virtually, with voting available online, by phone, or mail.

• Record date for voting is March 23, 2026; only shareholders of record as of this date may vote.

• Key proposals include election of three directors, advisory approval of executive compensation, and ratification of the external auditor.

• Board encourages all shareholders to vote and participate in the meeting.

Voting matters and shareholder proposals

• Shareholders will vote on electing Gloria Boyland, Michelangelo Volpi, and Lara Caimi as Class II directors for terms expiring in 2029.

• Advisory vote on executive compensation (Say-on-Pay) is included; board recommends approval.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026.

• Board recommends voting FOR all proposals.

• Procedures for submitting shareholder proposals and director nominations for the 2027 meeting are detailed, with deadlines and requirements.

Board of directors and corporate governance

• Board consists of eight directors, seven of whom are independent; board is divided into three staggered classes.

• Nominees and continuing directors have extensive experience in technology, logistics, and finance.

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

• Board leadership combines CEO and Chairman roles, with oversight by independent directors.

• Policies prohibit hedging, pledging, and short sales by insiders; code of conduct and governance guidelines are in place.