PINTEREST INC
For the period ended Apr 10, 2024. Filed Apr 10, 2024.
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Apr 10, 2024 · Filed Apr 10, 2024
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Cover page
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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: | |
|---|---|
| ☐ | 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 |
Pinterest, 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 |
| Our mission | |
| Our mission is to bring everyonethe inspiration to create a life they love | |
| Our core valuesOur core values bring Pinterest to life | |
| Because we aim to achieve our ambitious goal of inspiring the world, our everyday work is grounded in core values that reflect the beliefs and principles we cherish most. This includes doing right by our users, making big bets and taking smart risks, maintaining a high standard of excellence and innovation, collaborating closely, and creating a culture of belonging. |
Letter from the CEO
Dear fellow stockholders:At Pinterest, we are deeply committed to our mission to bring everyone the inspiration to create a life they love. I am thrilled to share with you the progress we’ve made in 2023 and our plans to double-down on our momentum. Our work has never been more important than it is today, as more users turn to Pinterest as a respite from the negativity and the toxicity from the broader social media ecosystem. It is our intention to make our platform a positive and inspiring place for everyone — especially young people — and we believe our efforts are paying off. Our results over the past year are proving that a business model focused on positivity can be successful. We had a transformative year in 2023. Despite macroeconomic challenges and uncertainty around the outlook for digital advertising, we rallied behind a strategy that works: growing users, deepening engagement, and improving monetization, which enabled us to grow through the downturn and achieve double-digit revenue growth in the back half of 2023. As a result, we achieved strong growth in 2023. Pinterest delivered $3 billion in full year revenue for the first time ever, up 9 percent year-over-year, with an all-time high of 498 million monthly active users as of the end of 2023, up 11 percent versus 2022. We have also continued to deepen user engagement by focusing our strategy on what makes Pinterest so beloved and unique: human curation at scale, and a personalized and relevant experience, powered by AI. 2023 was also our most productive year yet. We made Pinterest more shoppable while accelerating product velocity across our most important priorities, fueling our growth and laying the foundation for the future.The company is committed to our environmental, social and governance (“ESG”) goals with oversight from the Board’s Nominating and Corporate Governance Committee. We are pleased to be making progress in our ESG efforts by prioritizing the wellbeing of our employees, users, and the broader communities we serve. Last year, Pinterest was the founding signatory of the Inspired Internet Pledge – a call to action for tech companies and the broader industry to come together to make the internet a safer and healthier place for everyone. We have also invested $20 million to date in more than 60 organizations around the world that are working to advance youth mental health and emotional wellbeing. Our next ESG Impact Report, launching later this year, will provide additional information about our priorities and progress.As we enter into our fifth year as a public company, we are stronger and more efficient than ever before. We believe we are poised for continued growth and innovation and are executing on multiple compelling growth levers by focusing on product innovation to deepen monetization and margin expansion. With a seasoned and world-class management team, which includes several leaders who joined in 2023, I firmly believe our best days are yet to come. In closing, I’m grateful for our talented employees as well as our users, advertisers, partners and stockholders for their ongoing support and continued belief in our mission. It’s an exciting time, and I am confident that the future of Pinterest is brighter than ever.Sincerely,Bill ReadyChief Executive Officer
"As we enter into our fifth year as a public company, we are stronger and more efficient than ever before. We believe we are poised for continued growth and innovation and are executing on multiple compelling growth levers by focusing on product innovation to deepen monetization and margin expansion."
| Pinterest 2024 Proxy Statement | 1 |
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| 2 | Pinterest 2024 Proxy Statement |
Performance highlights
Business and strategic highlights
| Overview of 2023 resultsOur key financial and operating results as of and for the year ended December 31, 2023, are as follows: | ||
|---|---|---|
| Monthly active users(in millions) | Revenue(in millions) | |
| Revenue$3,055MGlobal Monthly active users (“MAUs”)(1)498MAverage revenue per user ("ARPU")(2)$6.44Net income (loss)$(36)MAdjusted EBITDA(3)$683M | ||
| Net income (loss)(in millions) | Adjusted EBITDA(in millions) | |
| Average revenue per user | ||
| (1)We define a monthly active user as an authenticated Pinterest user who visits our website, opens our mobile application or interacts with Pinterest through one of our browser or site extensions, such as the Save button, at least once during the 30-day period ending on the date of measurement. The number of MAUs do not include Shuffles users unless they would otherwise qualify as MAUs. We present MAUs based on the number of MAUs measured on the last day of the current period. (2)We measure monetization of our platform through our average revenue per user metric. We define ARPU as our total revenue in a given geography during a period divided by average MAUs in that geography during the period. We calculate average MAUs based on the average of the number of MAUs measured on the last day of the current period and the last day prior to the beginning of the current period. We calculate ARPU by geography based on our estimate of the geography in which revenue-generating activities occur.(3)We define Adjusted EBITDA, a non-GAAP measure, as net income (loss) adjusted to exclude depreciation and amortization expense, share-based compensation expense, interest income (expense), net, other income (expense), net, provision for income taxes, restructuring charges and non-cash charitable contributions. See Appendix A to this Proxy Statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures. | ||
| Pinterest 2024 Proxy Statement | 3 |
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Table of contents
| Letter from the CEO | 1 |
|---|---|
| Performance highlights | 2 |
| Notice of annual meeting of stockholders | 5 |
| Proxy summary | 6 |
| Election of directors | 10 |
| Proposal 1: Election of directors | |
| Our board of directors | 11 |
| Director selection and recruitment | 21 |
| Director independence | 22 |
| Corporate governance | 23 |
| Board structure and role | 23 |
| Board’s role | 25 |
| Board engagement | 27 |
| ESG impact | 27 |
| Other governance practices | 30 |
| Director compensation | 31 |
| 2023 Director compensation table | 32 |
| Executive officers | 33 |
| Executive compensation | 34 |
| Proposal 2: Non-binding advisory vote on our named executive officers’ compensation | |
| Compensation discussion and analysis | 35 |
| Compensation committee report | 43 |
| Compensation tables | 44 |
| CEO pay ratio | 49 |
|---|---|
| Pay versus performance | 49 |
| Equity compensation plan information | 53 |
| Audit matters | 54 |
| Proposal 3: Ratification of selection of independent auditor | |
| Principal accountant fees and services | 54 |
| Pre-approval policies and procedures | 55 |
| Audit committee report | 55 |
| Security ownership of certain beneficial owners and management | 56 |
| Delinquent section 16(a) reports | 59 |
| Other matters | 60 |
| Related party transactions | 60 |
| Stockholder proposals for the 2025 annual meeting of stockholders | 60 |
| Voting and annual meeting information | 61 |
| Appendix A — Information regardingNon-GAAP financial measures | 66 |
Note about our websites and reports and forward-looking statements:
Website references are provided in this Proxy Statement for convenience only. The content of any referenced websites or reports, including any other websites or reports referenced or discussed in this Proxy Statement, are not deemed to be part of, nor incorporated by reference into, this Proxy Statement. We assume no liability for the content contained on the referenced websites.
This Proxy Statement may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are subject to substantial risks and uncertainties and are based on estimates and assumptions as of filing. All statements other than statements of historical facts included in the Proxy Statement, including statements about the company’s goals, progress or expectations with respect to corporate responsibility, sustainability, corporate governance, executive compensation and other matters, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "believes," "estimates," "expects," "projects," "may," "will," "can," "intends," "plans," "targets," "forecasts," "anticipates," or and similar expressions, or the negative of these terms, and similar expressions intended to identify forward-looking statements.
These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in this Proxy Statement. Such risks, uncertainties and other factors include those risks described in “Risk factors” and “Management’s discussion and analysis of financial condition and results of operations” in the company’s most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) and other subsequent documents we file with the SEC. The inclusion of information related to our corporate responsibility efforts is not an indication that such topics are material to investors or the Company’s results of operation, financial condition, or strategy as defined under U.S. and global laws or regulations.
| 4 | Pinterest 2024 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.