UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________
FORM 8-K
_______________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2024
_______________________________________________
UBER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
_______________________________________________
| Delaware | 001-38902 | 45-2647441 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1725 Third Street
San Francisco, California 94158
(Address of principal executive offices, including zip code)
(415) 612-8582
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
_______________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.00001 per share | | UBER | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 6, 2024, Uber Technologies, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). Present at the Meeting in person or by proxy were holders of 1,722,976,230 shares of common stock of the Company, representing approximately 83% of the voting power of the shares of common stock of the Company as of the close of business on March 13, 2024, the record date for the Meeting, and constituting a quorum for the transaction of business.
The stockholders of the Company voted on the following items at the Meeting:
| | 1. | To elect eleven directors to serve until the 2025 annual meeting and until their successors are elected. |
| | 2. | To approve, on a non-binding advisory basis, the 2023 compensation of the Company’s named executive officers. |
| | 3. | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024. |
| | 4. | To approve an amendment to the Company’s Certificate of Incorporation adding a provision regarding exculpation of officers in accordance with Delaware law. |
| | 5. | Stockholder proposal to prepare an independent third-party audit on Driver health and safety. |
1. Election of Directors
| Nominee | For | Against | Abstain | Broker Non-Vote |
| Ronald Sugar | 1,525,274,963 | 49,944,913 | 1,462,995 | 146,293,359 |
| Revathi Advaithi | 1,565,921,458 | 9,296,987 | 1,464,426 | 146,293,359 |
| Turqi Alnowaiser | 1,572,252,514 | 2,819,529 | 1,610,828 | 146,293,359 |
| Ursula Burns | 1,549,106,573 | 25,724,515 | 1,851,783 | 146,293,359 |
| Robert Eckert | 1,527,877,299 | 47,316,785 | 1,488,787 | 146,293,359 |
| Amanda Ginsberg | 1,559,631,852 | 15,680,778 | 1,370,241 | 146,293,359 |
| Dara Khosrowshahi | 1,491,115,306 | 45,638,260 | 39,929,305 | 146,293,359 |
| Wan Ling Martello | 1,545,782,669 | 29,484,021 | 1,416,181 | 146,293,359 |
| John Thain | 1,564,330,171 | 10,750,899 | 1,601,801 | 146,293,359 |
| David Trujillo | 886,609,798 | 687,052,103 | 3,020,970 | 146,293,359 |
| Alexander Wynaendts | 1,565,621,939 | 9,434,885 | 1,626,047 | 146,293,359 |
Based on the votes set forth above, each director nominee was duly elected to serve until the 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified.
2. Advisory Vote on the Compensation of the Company’s Named Executive Officers
| For | | Against | | Abstain | | Broker Non-Votes |
| 1,409,758,682 | | 163,097,892 | | 3,826,297 | | 146,293,359 |
Based on the votes set forth above, the stockholders approved, on a non-binding advisory basis, the 2023 compensation of the Company’s named executive officers.
3. Ratification of Appointment of Independent Registered Public Accounting Firm
| For | | Against | | Abstain |
| 1,711,888,027 | | 9,728,149 | | 1,360,054 |
There were no broker non-votes on this proposal.
Based on the votes set forth above, the stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024.
4. Amendment to the Company’s Certificate of Incorporation adding a provision regarding exculpation of officers in accordance with Delaware law.
| For | Against | Abstain | Broker Non-Votes |
| 1,396,293,146 | 178,891,167 | 1,498,558 | 146,293,359 |
Based on the votes set forth above, the stockholders approved the Amendment to the Company’s Certificate of Incorporation adding a provision regarding exculpation of officers in accordance with Delaware law.
5. Stockholder Proposal to Prepare an Independent Third-Party Audit on Driver Health and Safety.
| For | Against | Abstain | Broker Non-Votes |
| 128,168,602 | 1,435,599,266 | 12,915,003 | 146,293,359 |
Based on the votes set forth above, the stockholders did not approve the stockholder proposal to prepare an independent third-party audit on Driver health and safety.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Number | | | Description |
| | 104 | | | Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | UBER TECHNOLOGIES, INC. |
| | |
| Date: May 10, 2024 | By: /s/ Dara Khosrowshahi |
| | Dara Khosrowshahi |
| | Chief Executive Officer |
