StubHub (STUB) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 23, 2026, with voting available online, by phone, or by mail.

• Shareholders will vote on director elections, auditor ratification, executive compensation, and the frequency of future say-on-pay votes.

• The Board recommends voting for all director nominees, ratification of PricewaterhouseCoopers LLP, approval of executive compensation, and a three-year frequency for say-on-pay votes.

• Holders of Class A and Class B common stock as of April 27, 2026, are entitled to vote, with Class B shares carrying 100 votes each.

Voting matters and shareholder proposals

• Seven directors are nominated for election to serve until the 2027 Annual Meeting.

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

• Advisory votes on executive compensation and the frequency of future say-on-pay votes are included, with the Board recommending a three-year interval.

• Shareholders may submit proposals for the 2027 Annual Meeting by December 31, 2026.

Board of directors and corporate governance

• The Board consists of seven members, with five deemed independent under NYSE rules.

• The company qualifies as a "controlled company" under NYSE rules due to the CEO's voting power, allowing certain governance exemptions.

• The Board has Audit and Compensation Committees, both composed of independent directors.

• Director candidates are evaluated based on integrity, experience, and independence; shareholders may recommend candidates.