Maplebear (CART) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 22, 2025, to elect two Class II directors, ratify the appointment of PwC as auditor, and hold a non-binding advisory vote on executive compensation.

• Only shareholders of record as of March 31, 2025, are entitled to vote; voting can be done online, by phone, mail, or during the meeting.

• The board recommends voting FOR all proposals, including the director nominees, auditor ratification, and executive compensation approval.

Voting matters and shareholder proposals

• Shareholders will vote on electing Ravi Gupta and Daniel Sundheim as Class II directors for terms expiring in 2028.

• Ratification of PwC as independent auditor for 2025 is up for vote; PwC has served since 2017.

• A non-binding advisory vote on executive compensation is included; over 99% of votes supported the program in 2024.

• Shareholder proposals for the 2026 meeting must be submitted between Jan 22 and Feb 21, 2026, for inclusion.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; after the meeting, the board will have eight members.

• 55% of directors identify as women and 22% as underrepresented minorities.

• The CEO also serves as board chair; a Lead Independent Director is appointed to ensure independent oversight.

• All committees (Audit, Compensation, Nominating/Governance) are composed of independent directors.

• Corporate governance guidelines, code of conduct, and insider trading policies are in place, including prohibitions on hedging and pledging.