Coupang, Inc.
For the period ended Jun 12, 2025. Filed Apr 28, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 12, 2025 · Filed Apr 28, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
COUPANG, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Proxy Statement
and Notice of Annual Meeting
of Stockholders
PROXY STATEMENT
For the 2025 Annual Meeting of Stockholders
To Be Held on Thursday, June 12, 2025 at 5:00 p.m., Pacific Time
| TIME 5:00 p.m. Pacific Time | DATE June 12, 2025 | LOCATION Virtual www.virtualshareholdermeeting.com/CPNG2025 |
|---|
720 Olive Way, Suite 600
Seattle, Washington 98101
| Proposals | Coupang, Inc. (the “Company,” “Coupang,” “we,” or “us”) is holding our 2025 Annual Meeting of Stockholders (including any adjournment or postponement thereof, the “Annual Meeting”) for the following purposes, as more fully described in this Proxy Statement (this “Proxy Statement”): 1. to elect the eight director nominees named herein (Proposal No. 1); 2. to ratify the appointment of Samil PricewaterhouseCoopers as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal No. 2); 3. to consider a non-binding vote to approve the compensation of our named executive officers (Proposal No. 3); and 4. to consider such other business as may properly come before the Annual Meeting. |
|---|---|
| Record Date | Stockholders of record as of the close of business on April 14, 2025 (the “Record Date”) are entitled to this notice and to vote at the Annual Meeting. |
| Proxy Voting | On or about April 28, 2025, we will mail to stockholders of record as of the Record Date (other than those who previously requested electronic or paper delivery on an ongoing basis) a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) with instructions for accessing our proxy materials and voting instructions. As described in this Proxy Statement, you may vote via the internet or by telephone, or, if you received paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or voting instruction card. |
| Attending the Meeting | To attend the Annual Meeting, vote, or view the list of registered stockholders during the Annual Meeting, stockholders of record will be required to visit the meeting website listed above and log in using their 16-digit control number included on their proxy card or Internet Notice. Beneficial owners should review the proxy materials and their voting instruction form or Internet Notice for instructions about how to vote in advance of, and how to participate in, the Annual Meeting. |
By Order of the Board of Directors,
Harold Rogers
General Counsel and
Chief Administrative Officer
1 | 2025 Coupang Proxy Statement
TABLE OF CONTENTS
| PROXY STATEMENT | 3 |
|---|---|
| GENERAL INFORMATION ABOUT VOTING AND THE ANNUAL MEETING | 3 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 8 |
| Nominees for Election to the Board of Directors | 8 |
| The Board of Directors and Certain Governance Matters | 13 |
| Director Independence and Independence Determinations | 13 |
| Board Structure | 13 |
| Executive Sessions | 14 |
| Meetings of the Board of Directors and Attendance | 14 |
| Committees of the Board of Directors | 14 |
| Director Nomination Process and Qualifications | 18 |
| Corporate Governance Documents | 19 |
| Code of Business Conduct and Ethics | 19 |
| Communications with the Board | 19 |
| Board’s Role in Risk Oversight | 19 |
| Director Compensation | 20 |
| PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 23 |
| Appointment of Independent Registered Public Accounting Firm | 23 |
| Principal Accountant Fees and Services | 23 |
| Pre-Approval Policies and Procedures | 24 |
| Report of the Audit Committee | 24 |
| EXECUTIVE OFFICERS | 25 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 26 |
| Policies and Procedures for Related Person Transactions | 26 |
| Certain Related Person Transactions | 26 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 28 |
| EQUITY COMPENSATION PLAN INFORMATION | 31 |
| NAMED EXECUTIVE OFFICER COMPENSATION | 32 |
| Compensation Discussion and Analysis | 32 |
| Other Features of Our Executive Compensation Program | 38 |
| Compensation Related Risks | 39 |
| Report of the Compensation Committee | 39 |
| Compensation Tables | 40 |
| NEO Employment Agreements and Potential Payments Upon Termination or Change in Control | 46 |
| Pay-Versus-Performance Disclosure | 52 |
| CEO Pay Ratio | 55 |
| PROPOSAL 3: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 56 |
| OTHER MATTERS | 57 |
| OTHER INFORMATION | 58 |
| Householding of Proxies | 58 |
| Additional Filings | 58 |
| Stockholder Proposals for the 2026 Annual Meeting of Stockholders | 58 |
2 | 2025 Coupang Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.