Ibotta (IBTA) Proxy filing summary

Executive summary

• 2025 was a year of strategic investment, highlighted by the launch of LiveLift™, a new measurement and optimization tool, and the addition of DoorDash to the Ibotta Performance Network.

• The executive team was strengthened with new appointments, including a new CFO and CRO, and a new corporate headquarters was opened in Denver.

• The company focused on enhancing campaign performance metrics and formed strategic partnerships for independent campaign validation.

• The annual meeting is scheduled for May 19, 2026, and will be held virtually.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class II directors, approving executive compensation (say-on-pay), determining the frequency of future say-on-pay votes, and ratifying KPMG as the independent auditor.

• The board recommends voting for all proposals and to hold say-on-pay votes annually.

• Shareholders can submit proposals for the 2027 meeting by December 8, 2026, and director nominations must comply with advance notice bylaws.

Board of directors and corporate governance

• The board consists of seven directors, six of whom are independent, with a diverse mix of gender, race, and tenure.

• The board is classified into three staggered classes, and a lead independent director is designated when the chair is not independent.

• The company qualifies as a "controlled company" under NYSE rules due to the voting power of the founder and affiliated entities but currently complies with all governance requirements.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent membership.