ThredUp (TDUP) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 21, 2025, with voting available online, by phone, or by mail.

• Only stockholders of record as of March 28, 2025, are eligible to vote on the proposals.

• The company qualifies as an emerging growth and smaller reporting company, utilizing reduced reporting requirements.

Voting matters and shareholder proposals

• Stockholders will vote to elect three Class I directors for terms expiring in 2028 and to ratify Deloitte & Touche LLP as the independent auditor for 2025.

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

• Shareholder proposals for the 2026 meeting must be submitted by December 8, 2025, with director nominations following similar advance notice requirements.

Board of directors and corporate governance

• The board is divided into three staggered classes, with a majority of independent directors as per Nasdaq and LTSE standards.

• Board leadership is separated between the CEO and an independent chairperson.

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

• The board held four meetings in 2024, with high attendance from directors.

• The Nominating and ESG Committee oversees board composition, director qualifications, and ESG matters.