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): June 22, 2021
Airbnb, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39778 | 26-3051428 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
888 Brannan Street
San Francisco, California 94103
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (415) 510-4027
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 communication 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 | ||
| Class A common stock, $0.0001 par value per share | ABNB | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 June 22, 2021, Airbnb, Inc. (the “Company”) held its 2021 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 Angela Ahrendts, Brian Chesky, 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 |
|||||||||
| Angela Ahrendts |
7,215,355,082 | 13,054,128 | 66,142,659 | |||||||||
| Brian Chesky |
7,217,764,430 | 10,644,780 | 66,142,659 | |||||||||
| Kenneth Chenault |
7,214,945,337 | 13,463,873 | 66,142,659 | |||||||||
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, 2021. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 7,289,075,634 | 3,259,187 | 2,217,047 | — | |||||||||||
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, 2020, 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 | |||||||||||
| 7,214,968,077 | 12,141,184 | 1,299,948 | 66,142,659 | |||||||||||
Proposal Four: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers
The Company’s stockholders recommended, on an advisory (non-binding) basis, every one year as the frequency of future advisory votes on the compensation of the Company’s named executive officers. The results of the vote were as follows:
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||||||||||||
| 7,226,593,998 | 73,112 | 526,090 | 1,216,009 | 66,142,659 | ||||||||||||||
Based on these voting results, and the recommendation of the Company’s board of directors that was included in the proxy statement for the Annual Meeting, the Company has determined that it will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next stockholder advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.
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 25, 2021 | By: | /s/ David E. Stephenson | ||||
| David E. Stephenson | ||||||
| Chief Financial Officer | ||||||