Lyft (LYFT) Proxy filing summary

Executive summary

• Achieved record financial performance in 2025, including $18.5B in gross bookings (+15% YoY), $1.1B in free cash flow (+46% YoY), and $529M in adjusted EBITDA (+38% YoY).

• Expanded global reach through acquisitions (Freenow in Europe, TBR for luxury services) and partnerships, positioning for growth and margin diversity.

• Advanced autonomous vehicle (AV) strategy with partnerships (Waymo, Baidu, May Mobility) and internal fleet management (Flexdrive), aiming for a hybrid human/AV network.

• Maintained strong leadership and board oversight, emphasizing customer obsession, innovation, and leadership development.

Voting matters and shareholder proposals

• Election of three Class I directors to serve until 2029.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Advisory vote on executive compensation (Say-on-Pay) and frequency of future advisory votes (board recommends annual votes).

• Amendments to Restated Certificate of Incorporation: (1) remove references to Class B common stock, (2) reflect Delaware law on officer exculpation.

Board of directors and corporate governance

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

• Board Chair is independent; all committees (audit, compensation, nominating/governance) are chaired by independent directors.

• Board diversity: 50% female, 25% from underrepresented communities.

• Annual board and committee evaluations; robust director nomination and communication processes.