DoorDash (DASH) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 24, 2025, to elect directors, ratify the auditor, approve executive compensation, and amend the charter for officer exculpation.

• Shareholders can vote online, by phone, mail, or during the meeting; both Class A and Class B shares vote as a single class, with Class B shares having 20 votes per share.

• The board recommends voting in favor of all proposals, including director elections, auditor ratification, executive compensation, and the charter amendment.

Voting matters and shareholder proposals

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

• Proposal to ratify KPMG LLP as the independent auditor for 2025.

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

• Proposal to amend the charter to allow officer exculpation under Delaware law.

• Shareholders may submit proposals for the 2026 meeting by December 30, 2025, and director nominations between February 13 and March 15, 2026.

Board of directors and corporate governance

• The board consists of ten directors, seven of whom are independent under Nasdaq rules.

• The board is classified into three staggered terms; only one class is elected each year.

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

• All board committees (audit, compensation, nominating/governance) are composed solely of independent directors.

• Board diversity includes three female directors and two from racial/ethnic minorities.