Airbnb Inc. · 8-K exhibit

8-K false 0001559720 0001559720 2024-06-05 2024-06-05     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 5, 2024     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 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  No.     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