Uber Technologies, Inc
For the period ended May 5, 2025. Filed Mar 24, 2025.
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May 5, 2025 · Filed Mar 24, 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 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
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| CHECK THE APPROPRIATE BOX: | |
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| ☐ | 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 under §240.14a-12 |
Uber Technologies, 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 |
Uber’s Mission
We reimagine the way the world moves for the better
We are Uber. The go-getters. The kind of people who are relentless about our mission to help people go anywhere and get anything and earn their way. Movement is what we power. It’s our lifeblood. It runs through our veins. It’s what gets us out of bed each morning. It pushes us to constantly reimagine how we can move better. For you. For all the places you want to go. For all the things you want to get. For all the ways you want to earn. Across the entire world. In real time. At the incredible speed of now.
Letter from the Chairperson of the Board
**“**Uber ended 2024 with its strongest
quarter ever, reaching all-time highs
for trips, Gross Bookings, and
Adjusted EBITDA.”
Dear Stockholders,
On behalf of our entire Board, we thank you for your continued support of Uber. 2024 was a year of continued strong operational performance. Uber ended 2024 with its strongest quarter ever, reaching all-time highs for trips, Gross Bookings, and Adjusted EBITDA. The Company delivered 21% year-over-year growth in four of the last five quarters, and—even more remarkably—its full-year 2024 growth of 21% year-over-year accelerated beyond the strong performance it delivered in 2023. Uber’s performance has been powered by rapid innovation and execution across multiple priorities, including advancing its autonomous vehicles program with multiple new partnerships, including its first international launch.
The Company continued to optimize its capital structure in 2024, achieving investment-grade ratings, and completing its inaugural $4 billion debt offering as an investment-grade company. Notably, in 2024, we started returning cash to shareholders, completing over $1.2 billion of buybacks, as part of a $7 billion repurchase authorization from our Board.
In 2024, we published our third U.S. Safety Report, reflecting our continued commitment to safety. We continued to engage with our stockholders and improve the perception of Uber in the market, with strong support from large and high-quality institutions.
We continued to make progress on the regulatory front. In the U.S., the California Supreme Court upheld Prop 22, and in New York and Massachusetts we reached historic agreements with the Attorneys General that introduced new protections for rideshare drivers in those states, while preserving driver flexibility.
I would like to take this opportunity to offer my heartfelt thanks to our colleague Wan Ling Martello, who will transition off our Board following the 2025 Annual Meeting. Wan Ling has been a Board member since 2017–prior to our IPO–and we are grateful for the wealth of expertise she has brought to the Company during her nearly eight years of dedicated Board service.
We remain as committed as ever to serving our stockholders and the millions of people who interact with our platform every day. Thank you for your investment as an Uber stockholder and your continued support. We look forward to your partnership on this journey together.
Sincerely,
Ronald Sugar
Independent Chairperson
of the Board of Directors
| 2025 Proxy Statement | 1 |
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Notice of 2025 Annual Meeting of Stockholders
Meeting Information
| DATE & TIME | LOCATION | RECORD DATE |
|---|---|---|
| May 5, 2025 | Virtual | March 13, 2025 |
| 08:00 a.m. Pacific Time | A live webcast of the Annual Meeting will be available at www.virtualshareholdermeeting.com/UBER2025 |
| Items of Business | Board’s Recommendations | ||
| 1 | To elect the ten director nominees named in this proxy statement. | FOR | |
| 2 | To approve, by non-binding vote, the compensation paid to the Company’s named executive officers (NEOs) as disclosed in this proxy statement (Say-on-Pay vote). | FOR | |
| 3 | To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025. | FOR |
To transact such other business as may properly come before the 2025 Annual Meeting of Stockholders.
| To Vote Prior to Annual Meeting BY INTERNETGo to www.proxyvote.com and follow the instructions BY TELEPHONECall 1-800-690-6903 BY MAILSign, date, and return your proxy card in the postage-paid envelope | Stockholders may participate in the 2025 Annual Meeting of Stockholders by logging in at www.virtualshareholdermeeting.com/UBER2025. Please see pages 3 and 72 of this proxy statement 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). If your shares are held in street name, return 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 prior to 11:59 p.m. Eastern Time on May 4, 2025. The proxy is solicited by the Board of Directors of Uber Technologies, Inc. We cordially invite you to attend the meeting. By Order of the Board of Directors, Tony West Chief Legal Officer and Corporate Secretary San Francisco, CAMarch 24, 2025 |
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| 2 | 2025 Proxy Statement |
Important Information About Uber’s Virtual Annual Meeting
Uber’s 2025 Annual Meeting of Stockholders (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. The Board of Directors (Board) believes that the virtual format enhances attendance and active participation regardless of where a stockholder lives. Similar to prior years, 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 13, 2025, you are entitled to participate in the Annual Meeting on May 5, 2025. 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/UBER2025 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 7:45 a.m. Pacific Time on May 5, 2025. The meeting will begin promptly at 8:00 a.m. Pacific Time on May 5, 2025.
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 and to our Rules of Conduct). To participate in the meeting webcast, visit www.virtualshareholdermeeting.com/UBER2025.
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/UBER2025 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 1-877-346-6111 (toll free) or 1-213-992-4622 (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 72, 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 2026 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 |
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| 2025 Proxy Statement | 3 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.