DEF 14A 1 e21146_uber-def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Uber Technologies, Inc.

(Name of Registrant as Specified In Its Charter)

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(Cover page)

Uber’s Purpose


Why we exist	Who we are	What we do
To reimagine the way the world moves for the better	Fearless optimists: crazy enough to believe, tenacious enough to make it happen	Make real life easier to navigate for everyone

Our Cultural Norms

Our 8 cultural norms reflect who we are and where we’re going. They guide our decision-making, unite and define our culture, and tell a story to the world about Uber’s corporate purpose.

	We do the right thing	Period.
	We build globally, we live locally	We harness the power and scale of our global operations to deeply connect with the cities, communities, Drivers, and riders that we serve every day.
	We are customer obsessed	We work tirelessly to earn our customers’ trust and business by solving their problems, maximizing their earnings, or lowering their costs. We surprise and delight them. We make short-term sacrifices for a lifetime of loyalty.
	We celebrate differences	We stand apart from the average. We ensure people of diverse backgrounds feel welcome. We encourage different opinions and approaches to be heard, and then we come together and build.
	We act like owners	We seek out problems, and we solve them. We help each other and those who matter to us. We have a bias for action and accountability. We finish what we start, and we build Uber to last. And when we make mistakes, we’ll own up to them.
	We persevere	We believe in the power of grit. We don’t seek the easy path. We look for the toughest challenges, and we push. Our collective resilience is our secret weapon.
	We value ideas over hierarchy	We believe that the best ideas can come from anywhere, both inside and outside our company. Our job is to seek out those ideas, to shape and improve them through candid debate, and to take them from concept to action.
	We make big bold bets	Sometimes we fail, but failure makes us smarter. We get back up, we make the next bet, and we go!

Notice of 2021 Annual Meeting of Stockholders



Date & Time May 10, 2021 11:00 a.m. Pacific Time	Location Virtual A live webcast of the Annual Meeting will be available at www.virtualshareholdermeeting.com/uber2021	Record Date March 15, 2021

Items of business:		Board Recommendation:

Proposal 1:	Election of the eleven director nominees named in this proxy statement.	✓ For each nominee

Proposal 2:	Approval, by non-binding vote, of the compensation paid to the company’s named executive officers as disclosed in this proxy statement (the “say-on-pay vote”).	✓ For

Proposal 3:	Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021.	✓ For

Proposal 4:	Removal of supermajority voting requirements in Certificate of Incorporation and Bylaws.	✓ For

Proposal 5:	Stockholder proposal to prepare annual report on lobbying activities, if properly presented at the Annual Meeting.	Í Against

Stockholders may participate in the annual meeting by logging in at www.virtualshareholdermeeting.com/uber2021. Please see page 82 of the proxy for additional information regarding participation in the virtual meeting.

Your vote is very important to us. You can be sure your shares are represented at the meeting if you are a stockholder of record by promptly voting electronically over the Internet or by telephone or by returning your completed proxy card in the pre-addressed, postage-paid return envelope (which will be provided to those stockholders who request to receive paper copies of these materials by mail) or, if your shares are held in street name, by returning your completed voting instruction card to your broker. If, for any reason, you desire to revoke or change your proxy, you may do so at any time before it is exercised. The proxy is solicited by the board of directors of Uber Technologies, Inc.

We cordially invite you to attend the meeting.

To Vote Prior to Annual Meeting

By Internet	By telephone	By mail

Go to www.proxyvote.com and follow the instructions	Call 1-800-690-6903	Sign, date and return your proxy card in the postage-paid envelope

	By Order of the Board of Directors



	Tony West
	Chief Legal Officer and Corporate Secretary San Francisco, CA
	March 29, 2021

2021 Proxy Statement 1

Important Information About Uber’s Virtual Annual Meeting

Uber’s 2021 Annual Meeting will be conducted virtually, via live webcast. As a global company with stockholders located around the world, we are focused on providing convenient access and promoting attendance and participation while ensuring the safety of all participants. The Board believes that the virtual format enhances attendance and active participation regardless of where a stockholder lives and recognizes this is particularly important during the COVID-19 pandemic.

Similar to last year, stockholders without an Internet connection or a computer will be able to listen to the meeting by calling a toll-free telephone number. We also intend to provide stockholders with the opportunity to communicate with the Board and management by submitting questions before and during the meeting on the virtual portal. A recording of the Annual Meeting will also be available on our investor relations website for one year following the Annual Meeting.

If you were a holder of record of Uber common stock at the close of business on March 15, 2021, you are entitled to participate in the Annual Meeting on May 10, 2021. Below are some frequently asked questions regarding our Annual Meeting.

How can I view and participate in the Annual Meeting? To participate, visit www.virtualshareholdermeeting.com/uber2021 and log in with your 16-digit control number included in your proxy materials.

When can I join the virtual Annual Meeting? You may begin to log in to the meeting platform beginning at 10:45 a.m. Pacific Time on May 10, 2021. The meeting will begin promptly at 11:00 a.m. Pacific Time on May 10, 2021.

How can I ask questions and vote? We encourage you to submit your questions and vote in advance by visiting www.proxyvote.com. Stockholders may also vote and submit questions virtually during the meeting (subject to time restrictions). To participate in the meeting webcast visit www.virtualshareholdermeeting.com/uber2021.

What if I lost my 16-digit control number? You will be able to log in as a guest. To view the meeting webcast visit www.virtualshareholdermeeting.com/uber2021 and register as a guest. If you log in as a guest, you will not be able to vote your shares or ask questions during the meeting.

What if I don’t have Internet access? Please call 1-877-328-2502 (toll free) or 1-412-317-5419 (international) to listen to the meeting proceedings. You will not be able to vote your shares or ask questions during the meeting.

What if I experience technical difficulties? Please call 844-986-0822 (U.S.) or 303-562-9302 (international) for assistance.

Where can I find additional information? For additional information about how to attend the Annual Meeting, please see “Additional Information” starting on page 82 which includes our Rules of Conduct for our Annual Meeting.

If there are questions pertinent to meeting matters that cannot be answered during the Annual Meeting due to time constraints, management will post answers to a representative set of such questions at investor.uber.com. The questions and answers will remain available until Uber’s 2022 Proxy Statement is filed. We also encourage you to read our Annual Report on Form 10-K available at www.proxyvote.com.

Your vote is important to us!
Please vote today at www.proxyvote.com

2 2021 Proxy Statement

Letter from the Chairperson of the Board

Photo of Ronald Sugar

Ronald Sugar

Chairperson of the Board of Directors

Dear Stockholders,

We continue to live in unprecedented times. But it’s in periods of instability such as these that transparent and responsible governance becomes even more important.

Uber entered life as a public company on a strong foundation, including equal voting rights for each share of our stock, annual elections, and an independent chair. But we did not rest in 2020 as we continued to strengthen our stockholder engagement efforts. Based in no small part on your feedback, we continued to improve upon our governance structure, by expanding the scope of our stock ownership guidelines and clawback policy, making significant changes to our executive compensation program, providing additional disclosures on executive compensation practices in this proxy statement, making landmark commitments on climate, and releasing our inaugural ESG Report. We are also putting forward a management proposal in this proxy statement to eliminate supermajority voting provisions in our bylaws and certificate of incorporation.

We also continued to strengthen the diverse set of backgrounds, skills, and experiences of the board itself, with the additions of Mandy Ginsberg, Robert Eckert, and Revathi Advaithi who have already made tremendous contributions since joining in 2020. Most recently, we also welcomed Alexander Wynaendts to the Board, and we look forward to drawing on his tremendous leadership and regulatory experience, serving previously as CEO and Chair of Aegon.

While 2020 was certainly a challenging year, I’m very proud of how Uber responded. As the pandemic emerged and worsened, we acted quickly and decisively to help ensure the safety of drivers, delivery people and the communities they serve. We provided financial assistance to independent workers diagnosed with COVID, successfully lobbied Congress to ensure protections and benefits were available to these workers, and committed to giving out tens of millions of free rides, meals, and other deliveries to those in need around the world, including most recently to support greater access to vaccines.

As we look forward, we are confident that we are on the right path, and remain committed as ever to serving our stockholders and the millions of people who interact with our platform every day. We look forward to engaging with all of you at our annual meeting and we will always encourage you to share your concerns and feedback with us—not just at the 2021 Annual Meeting but throughout the year.

We are excited about what lies ahead and are grateful for your continued support.

Sincerely,

-s- Ronald Sugar

Ronald Sugar

Independent Chairperson of the Board of Directors

2021 Proxy Statement 3

Table of Contents

Notice of 2021 Annual Meeting of Stockholders	1

SEC Form DEF 14A filed by Uber Technologies, Inc.