DoorDash (DASH) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 24, 2025, to be held virtually, with voting on four key proposals including director elections, auditor ratification, executive compensation, and a charter amendment for officer exculpation.

• Record date for voting is April 25, 2025; both Class A and Class B shareholders are eligible, with Class B shares carrying 20 votes per share.

• Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Four Class II directors nominated for election to serve until 2028.

• Ratification of KPMG LLP as independent auditor for fiscal year 2025.

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

• Amendment to certificate of incorporation to allow officer exculpation under Delaware law.

• Shareholder proposals for 2026 must be submitted by December 30, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of ten directors, seven of whom are independent; classified into three staggered terms.

• Dr. Shona L. Brown serves as Lead Independent Director; Tony Xu is Chair and CEO.

• Committees: Audit (Mertz, Brown, Lin), Compensation (Lin, Blackburn, Still), Nominating & Governance (Doerr, Piacentini).

• Board diversity: three female directors, two racial/ethnic minorities.

• Director compensation policy updated in 2024 to increase retainers and equity awards.