Uber Technologies (UBER) Proxy filing summary

Executive summary

• Achieved fifth consecutive year of 20%+ annual Gross Bookings growth, with $193.5B in Gross Bookings and 13.6B trips in 2025, and record Adjusted EBITDA of $8.7B, up 35% year-over-year.

• Expanded autonomous vehicle (AV) partnerships, with live deployments in seven cities, and continued investments in AV technology as a long-term growth driver.

• Membership program reached 46 million members (+55% YoY), and advertising revenue surpassed $2B (+50% YoY).

• Board strengthened with new independent director Nikesh Arora, bringing cybersecurity and AI expertise; successful executive transitions for President/COO and CFO roles.

• Continued focus on disciplined capital allocation, including share repurchases and strategic investments.

Voting matters and shareholder proposals

• Election of ten director nominees for one-year terms.

• Advisory vote to approve 2025 named executive officer compensation (Say-on-Pay).

• Advisory vote on the frequency of future Say-on-Pay votes, with Board recommending annual votes.

• Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.

Board of directors and corporate governance

• Board comprises ten nominees, 90% independent, with diverse backgrounds in technology, finance, global leadership, and sustainability.

• Board committees (Audit, Compensation, Nominating & Governance) are fully independent and meet at least quarterly.

• Annual board and committee evaluations, with recent refreshment adding six new directors since 2020.

• Board oversight includes AI, AVs, cybersecurity, data privacy, electrification, ethics, human capital, regulatory environment, and user safety.

• Independent chairperson structure and majority voting for directors in uncontested elections.