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 investment 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; completed CFO transition and promoted Andrew Macdonald to President and COO.

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 auditor for 2026.

Board of directors and corporate governance

• Board comprises 10 nominees with diverse backgrounds in technology, finance, global leadership, and regulatory experience; 90% independence.

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

• Annual board and committee evaluations, with ongoing refreshment and succession planning.

• Corporate governance practices include majority voting, proxy access, no dual-class stock, and no poison pill.