UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 5, 2024, Airbnb, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter.
Proposal One: Election of Directors
The Company’s stockholders elected Brian Chesky, Angela Ahrendts and Kenneth Chenault as members of the Company’s board of directors as Class I directors for a three-year term. The results of the vote were as follows:
| Nominee |
For | Withheld | Broker Non-Votes | |||||||||
| Brian Chesky |
4,153,138,691 | 16,081,135 | 78,026,817 | |||||||||
| Angela Ahrendts |
3,996,535,009 | 169,478,969 | 81,232,666 | |||||||||
| Kenneth Chenault |
4,070,624,014 | 95,415,172 | 81,207,457 | |||||||||
Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the vote were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 4,240,273,330 | 3,098,017 | 3,875,295 | — |
Proposal Three: Advisory Vote on the Approval of the Compensation of the Company’s Named Executive Officers
The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2023, as disclosed in the Company’s proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The results of the vote were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 4,120,085,505 | 47,751,559 | 1,606,098 | 77,803,481 |
Proposal Four: Amendment and Restatement of Restated Certificate of Incorporation to Provide for Officer Exculpation
The Company’s stockholders approved an amendment and restatement of the Company’s restated certificate of incorporation to provide for the exculpation of officers. The results of the vote were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 4,059,671,591 | 107,016,982 | 2,754,590 | 77,803,480 |
Proposal Five: Stockholder Proposal
The Company’s stockholders did not approve a stockholder proposal regarding political disclosure. The results of the vote were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 168,610,749 | 3,998,681,331 | 2,151,082 | 77,803,481 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | Restated Certificate of Incorporation of Airbnb, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AIRBNB, INC. | ||||||
| Date: June 7, 2024 | By: | /s/ Elinor Mertz | ||||
| Elinor Mertz | ||||||
| Chief Financial Officer | ||||||