ThredUp (TDUP) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 20, 2026, with voting available online, by phone, or by mail.

• Only stockholders of record as of March 27, 2026, are entitled to vote.

• The agenda includes electing three Class II directors and ratifying Deloitte & Touche LLP as the independent auditor for 2026.

• The company qualifies as an "emerging growth company" and utilizes reduced SEC reporting requirements.

Voting matters and shareholder proposals

• Stockholders will vote on electing three Class II directors and ratifying the appointment of Deloitte & Touche LLP.

• The board recommends voting FOR all director nominees and FOR the auditor ratification.

• Shareholder proposals for the 2027 meeting must be submitted by December 8, 2026, for proxy inclusion.

• Advance notice procedures and universal proxy rules apply for director nominations.

Board of directors and corporate governance

• The board is divided into three staggered classes, with a majority of independent directors.

• Board committees include Audit, Compensation, and Nominating and ESG, all composed of independent directors.

• The board separates the roles of CEO and Chairperson for effective oversight.

• Directors are expected to attend meetings and annual self-evaluations are conducted.

• Stockholders can communicate directly with the board or individual directors.