PINTEREST INC
For the period ended Apr 10, 2024. Filed Apr 10, 2024.
View on SEC.govAbout this filing
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.
Apr 10, 2024 · Filed Apr 10, 2024
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Contents
Proxy summary
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.
2024 annual meeting of stockholders
| Date and TimeTo Be Held Online at 8:00 a.m. Pacific Time on Thursday, May 23, 2024 | Locationwww.virtualshareholdermeeting.com/PINS2024 |
This Proxy Statement is furnished in connection with the solicitation of your proxy by our board of directors (‘‘board’’) to vote at the 2024 annual meeting of stockholders (‘‘annual meeting’’), including at any adjournments or postponements of the annual meeting. This Proxy Statement contains information to be voted on at the annual meeting and certain other information required by Securities and Exchange Commission (‘‘SEC’’) rules. In accordance with SEC rules, we are making our proxy materials available at www.proxyvote.com with an option to request a printed set be mailed to you. We expect to begin mailing a notice of internet availability of proxy materials on or about April 10, 2024, to all stockholders of record entitled to vote at the annual meeting. This notice contains instructions for viewing the proxy materials and voting online and requesting a printed set of proxy materials.
You are cordially invited to attend the annual meeting on Thursday, May 23, 2024, at 8:00 a.m. Pacific Time, which we are holding exclusively online via live webcast atwww.virtualshareholdermeeting.com/PINS2024. Whether or not you expect to attend the annual meeting, please vote, as instructed in these materials, as promptly as possible in order to ensure your representation at the annual meeting. Even if you have voted by proxy, you may still vote at the virtual annual meeting by following the instructions under ‘‘Voting and annual meeting information’’.
| Agenda | |||
|---|---|---|---|
| Proposals | Board Vote Recommendation | For Further Details | |
| 1 | To elect the three Class II nominees for director named in the accompanying Proxy Statement to hold office until the 2027 annual meeting of stockholders and until their respective successors have been duly elected and qualified, or until their office is otherwise vacated. | “FOR” each director nominee | Page 10 |
| 2 | To approve, on a non-binding advisory basis, the compensation of our named executive officers (“say-on-pay”). | “FOR” | Page 34 |
| 3 | To ratify the audit and risk committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year 2024. | “FOR” | Page 54 |
| 6 | Pinterest 2024 Proxy Statement |
Our board of directors
The following table provides summary information about each of our continuing directors, including the three nominees for election at the annual meeting.
| Name · Principal Occupation · Age · Director Since · Independent · Committee Memberships | |||||||
|---|---|---|---|---|---|---|---|
| Fredric Reynolds | Former EVP & CFO,CBS Corporation | 73 | 2017 | Yes | Audit Committee* | ||
| Scott Schenkel | Former CFO & Interim CEO, eBay | 56 | 2023 | Yes | Audit Committee (chair) | ||
| Andrea WishomLead Independent Director | President, Skywalker Holdings | 54 | 2020 | Yes | Compensation Committee** | ||
| Leslie Kilgore | Former Chief MarketingOfficer, Netflix | 58 | 2019 | Yes | Compensation Committee (chair) | ||
| Bill Ready | Chief ExecutiveOfficer, Pinterest | 44 | 2022 | No | None | ||
| Benjamin Silbermann | Co-Founder and non-Executive Chair, Pinterest | 41 | 2008 | No | None | ||
| Salaam Coleman Smith | Former EVP, ABC Family | 54 | 2020 | Yes | Audit Committee; Governance Committee*** | ||
| Jeffrey Jordan | Managing Partner,Andreessen Horowitz | 65 | 2011 | Yes | Governance Committee | ||
| Jeremy Levine | Partner, BessemerVenture Partners | 50 | 2011 | Yes | GovernanceCommittee (chair) | ||
| Gokul Rajaram | Former Corporate Development andStrategy Lead, DoorDash | 49 | 2020 | Yes | Compensation Committee | ||
| Marc Steinberg | Senior Portfolio Manager, ElliottManagement Corporation | 34 | 2022 | Yes | Audit Committee | ||
- Our audit and risk committee is referred to as "audit committee" throughout this Proxy Statement. Mr. Schenkel became chair of the Audit Committee in February 2024.
** Our talent development and compensation committee is referred to as “compensation committee” throughout this Proxy Statement.
*** Our nominating and corporate governance committee is referred to as “governance committee” throughout this Proxy Statement.
| Pinterest 2024 Proxy Statement | 7 |
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Board snapshot
The following charts reflect the age, independence, tenure, gender and race/ethnicity of the members of our board continuing in office following the annual meeting, assuming the election of all nominees:
| Age | Independence | Tenure | Gender | Race/Ethnicity |
|---|
Skills and experience
| JeffreyJordan | LeslieKilgore | JeremyLevine | GokulRajaram | BillReady | FredericReynolds | ScottSchenkel | BenSilbermann | SalaamColemanSmith | MarcSteinberg | AndreaWishom | |
| Governance | l | l | l | l | l | l | l | l | l | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Management | l | l | l | l | l | l | l | l | l | l | |
| Technology orCybersecurity | l | l | l | l | l | l | l | l | l | ||
| Finance | l | l | l | l | l | l | l | l | |||
| Sales andmarketing | l | l | l | l | l | ||||||
| Globalcompanies | l | l | l | l | l | l | l | l | l | l | |
| Media &content | l | l | l | l | l | l | l | l | |||
| E-commerce | l | l | l | l | l | l | l | l | |||
| Other publiccompany board | l | l | l | l | l | l | l | l | l | l | |
| Public companyCEO | l | l | l | l | |||||||
| 8 | Pinterest 2024 Proxy Statement |
For more information about our board members, see page 11 of this Proxy Statement.
Corporate governance highlights
Our corporate governance practices are designed to promote the long-term interests of our stockholders, strengthen board and management accountability and foster responsible decision-making. The following table summarizes our corporate governance policies and practices.
| lead independent director board chair and CEO roles held by two different people fully independent board committees diverse board in terms of skills, independence, gender, race/ethnicity regular board refreshment with 6 new directors since 2019 board service limited to no more than 5 public companies, including the Pinterest board | annual self-evaluation of the full board regular review of board succession planning minimum stock ownership requirement director resignation policy director retirement expectation proxy access for qualifying stockholders regular stockholder engagement |
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For more information about our corporate governance practices, see page 23 of this Proxy Statement.
Executive compensation highlights
We endeavor to maintain sound governance standards through the administration of our executive compensation program. The following tables summarize our compensation governance policies and practices.
| What we do | |
|---|---|
| fully independent compensation committee independent compensation consultant to the compensation committee annual review of the compensation program, best practices and market trends majority of executive compensation tied to stock value | annual review of succession plans for key officers “double trigger” termination required for vesting in equity in connection with change in control annual stockholder non-binding advisory vote on our compensation program (say-on-pay) clawback policy in the event of a financial restatement or misconduct minimum stock ownership requirement |
| What we don’t do | |
| pension and executive retirement plans significant perquisites to executive officers supplemental executive benefits “single trigger” vesting in equity upon change in control | employee and director hedging and pledging of our equity securities tax gross-ups on change in control payments dividends or equivalents on unvested equity awards |
For more information about our executive compensation practices and policies, see page 35 of this Proxy Statement.
| Pinterest 2024 Proxy Statement | 9 |
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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.