Etsy (ETSY) Proxy filing summary

Executive summary

• Leadership transitioned in 2026, with Kruti Patel Goyal appointed CEO and Josh Silverman moving to Executive Chair; succession planning and governance were emphasized throughout 2025 and 2026.

• Divestitures of Reverb and agreement to sell Depop to eBay in early 2026 sharpened focus on the core marketplace, with targeted investments in AI and recommendations to improve buyer experience.

• Despite macroeconomic headwinds and declining gross merchandise sales (GMS), revenue grew 2.7% to $2.9B in 2025, while net income fell 46.3% due to non-recurring charges.

• Stock buybacks reduced outstanding shares by over 14 million in 2025, and a new $750M repurchase program was approved.

Voting matters and shareholder proposals

• Five proposals were presented: election of three directors, advisory vote on executive compensation, ratification of PwC as auditor, amendment to the 2024 Equity Incentive Plan, and a shareholder proposal to govern by majority vote.

• Board recommended FOR all except the shareholder proposal, which was opposed as redundant due to prior adoption of majority voting standards.

Board of directors and corporate governance

• Board consists of 11 members with diverse backgrounds and skills, including technology, finance, marketing, and global commerce.

• Board structure includes an Executive Chair and Lead Independent Director; majority of directors are independent.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Risk Oversight, all chaired by independent directors.

• Board and committee self-assessments and active shareholder engagement inform governance practices.