Lyft (LYFT) Proxy filing summary

Executive summary

• Achieved record financial and operational results in 2025, including 15% YoY Gross Bookings growth, 38% increase in Adjusted EBITDA, and 46% increase in free cash flow.

• Expanded geographic reach to 120 countries, notably through the Freenow acquisition in Europe and growth in the U.S., Canada, and Puerto Rico.

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

• Introduced innovative advertising solutions and premium service offerings to diversify margins and attract new customer segments.

• Leadership focused on empowering teams, succession planning, and fostering a culture of ownership and transformation.

Voting matters and shareholder proposals

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

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2026.

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

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

Board of directors and corporate governance

• Board consists of eight directors, seven of whom are independent; 50% female, 25% from underrepresented communities.

• Board leadership is independent, with Sean Aggarwal as Chair; all committees are chaired by independent directors.

• Committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined oversight roles.

• Annual board and committee evaluations, director stock ownership guidelines, and robust communication channels with shareholders.