Pinterest (PINS) Proxy filing summary

Executive summary

• Achieved record $4.2 billion in revenue for 2025, up 16% year-over-year, with 619 million monthly active users, a 12% increase year-over-year.

• Net income margin reached 10%, Adjusted EBITDA margin approximately 30%, and free cash flow of $1.25 billion.

• Continued focus on AI-powered visual search and shopping, launching new features like Pinterest Assistant and enhancing performance advertising.

• Maintained a positive, safe online environment, especially for youth, with privacy features and age verification.

• Invested nearly $10 million in 2025 through the Pinterest Impact Fund to support youth mental health and community resilience.

Voting matters and shareholder proposals

• Four Class I directors nominated for election to serve until the 2029 annual meeting.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with board recommending annual votes.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year 2026.

• Proxy access allows stockholders owning 3%+ of shares for 3 years to nominate directors.

Board of directors and corporate governance

• Board consists of 12 members, with a majority being independent and diverse in skills, gender, and ethnicity.

• Board leadership roles are separated between CEO and non-executive chair, with a lead independent director.

• Three standing committees: audit, compensation, and governance, all fully independent.

• Regular board refreshment, annual self-evaluations, and stock ownership requirements for directors.