Airbnb Inc

Aslong-term shareholders of Airbnb, we support transparency and accountability in corporate electoral spending. This includes any activity considered intervention in a political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations, and independent expenditures or electioneering communications on behalf of federal, state, or local candidates.

A company’s reputation, value, and bottom line can be adversely impacted by political spending. The risk is especially serious when giving to trade associations, Super PACs, 527 committees, and “social welfare” organizations – groups that routinely pass money to or spend on behalf of candidates and political causes that a company might not otherwise wish to support.

When the Conference Board released its 2021“Under a Microscope” report 1 it detailed these risks, and recommended the process suggested in this proposal. The organization also said, “a new era of stakeholder scrutiny, social media, and political polarization has propelled corporate political activity – and the risks that come with it – into the spotlight. Political activity can pose increasingly significant risks for companies, including the perception that political contributions – and other forms of activity – are at odds with core company values.”

Publicly available records show Airbnb has contributed at least $2.4 million in corporate funds since the 2010 election cycle.

This proposal asks Airbnb to disclose all of its electoral spending, including payments to trade associations and othertax-exempt organizations which may be used for electoral purposes – and are not otherwise public. This would bring our Company in line with a growing number of leading companies, including Intuit Inc., PayPal Holdings, Inc., and ServiceNow, Inc., which present this information on their websites.

Without knowing the recipients of our company’s political dollars, we cannot sufficiently assess whether our company’selection-related spending aligns or conflicts with its business strategy, corporate priorities, or other areas of concern. We urge your support for this critical governance reform.

Our board of directors recommends a vote “AGAINST” the stockholder proposal regarding political disclosure.

The board of directors has carefully considered the proposal and concluded that its adoption is unnecessary in light of the existing public disclosures regarding our political contributions and expenditures.

Information regarding the Company’s political contributions and expenditures is already publicly disclosed.

Airbnb actively complies with all relevant disclosure laws as it relates to political expenditures, and, as a result, information regarding our political contributions and expenditures is already publicly available, where required. In the United States, federal election laws and the election laws of all 50 states require either the contributor or the recipient campaign or committee to publicly file reports disclosing political contributions. In addition, political organizations that are not subject to federal and state election laws are required to publicly disclose to the U.S. Internal Revenue Service (the “IRS”) the contributions they receive, and following such disclosure to the IRS, the IRS makes those disclosures available on its website. Several groups, including OpenSecrets and the National Institute on Money in State Politics, aggregate these political contributions disclosures from various sources and post them on a public website, making it easy and convenient for interested stockholders to find this data.

Payments to certain groups, such as trade associations, do not necessarily reflect our political or policy positions.

The proposal’s supporting statement suggests the proponent is concerned about payments to trade associations and othertax-exempt organizations which could be used for electoral purposes. The Internal Revenue Code prohibits these types of entities from having political activities as their primary purpose. Rather, trade association memberships provide benefits to members by providing access to business, technical and industry expertise and by advancing commercial interests. Trade associations are independent organizations representing a variety of members, and these entities may take political or policy positions we do not share, and that are not directly attributable to the membership dues we pay. As a result, requiring Airbnb to disclose payments to trade associations could be misleading, by characterizing dues to such organizations as political contributions. After careful consideration of the proposal, the existing public disclosures regarding our political contributions and expenditures, the extensive federal, state and local laws and regulations governing such contributions and related disclosures and the potential that the additional information requested by the proposal could be misleading, our board of directors has concluded that its adoption is unnecessary.

For these reasons, the board of directors unanimously urges stockholders to vote “AGAINST” the stockholder proposal.

Approval of Proposal No. 5 requires the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and brokernon-votes). Abstentions and brokernon-votes will have no effect on this proposal.