Uber Technologies Inc

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. )

Uber Technologies, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

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.

Our Values

Our values reflect who we are and where we are going. They guide our decision-making, unite and define our culture, and tell a story to the world about Uber’s corporate purpose.

Do the right thing Period. Go get it Bring the mindset of a champion. Our ambition is what drives us to achieve our mission. How we define a champion mindset isn't based on how we perform on our best days, it's how we respond on our worst days. We hustle, embrace the grind, overcome adversity, and play to win for the people we serve. Because it matters. Trip obsessed Make magic in the marketplace. The trip is where the marketplace comes to life. The earner, rider, eater, courier, and merchant are the people who connect in our marketplace - and we see every side. This requires judgment to make difficult trade-offs, blending algorithms with human ingenuity, and the ability to create simplicity from complexity. When we get the balance right for everyone, Uber magic happens. Build with heart We care. We work at Uber because our products profoundly affect lives and we care deeply about our impact. Putting ourselves in the shoes of people who connect in our marketplace helps us build better products that positively impact our communities and partners. Our care drives us to perfect our craft. Stand for safety Safety never stops. We embed safety into everything we do. Our relentless pursuit to make Uber safer for everyone using our platform will continue to make us the industry leader for safety. We know the work of safety never stops, yet we can and will challenge ourselves to always be better for the communities we serve. See the forest and the trees Know the details that matter. Building for the intersection of the physical and digital worlds at global scale requires seeing the big picture and the details. Knowing the important details can change the approach, and small improvements can compound into enormous impact over time. One Uber Bet on something bigger. It's powerful to be a part of something bigger than any one of us, or any one team. That's why we work together to do what's best for Uber, not the individual or team. We actively support our teammates, and they support us - especially when we hit the inevitable bumps in the road. We say what we mean, disagree and commit, and celebrate our progress, together. Great minds don't think alike Diversity makes us stronger. We seek out diversity. Diversity of ideas. Identity. Ethnicity. Experience. Education. The more diverse we become, the more we can adapt and ultimately achieve our mission. When we reflect the incredible diversity of the people who connect on our platform, we make better decisions that benefit the world.

**Letter from the

Chairperson of the Board

Dear Stockholders, On behalf of our entire Board, we thank you for your continued support of Uber. 2023 was a standout year for Uber, with healthy growth across metrics such as Gross Bookings, Trips, and monthly active platform consumers, achieving record profits while supporting Drivers and Couriers, who earned nearly $62 billion on our platform during the year. We grew our Gross Bookings by 20% to $137.9 billion1 and had $1.9 billion in net income and $4.1 billion in Adjusted EBITDA. We reached our full-year GAAP operating profitability milestone and gained entry into the S&P 500 sooner than anticipated. We continued to make strong progress in the regulatory environment. We affirmed Driver independence in the U.S. through legislation in three states, and we signed the first-ever sectoral collective bargaining agreements in France for Drivers and Couriers. We entered into a landmark, first-of-its-kind agreement with the New York Attorney General ensuring flexibility and important new benefits for Drivers across New York State. We continued to engage with our stockholders and improve Uber’s perception in the market, with strong support from large and high-quality institutions throughout 2023. In 2023, we published a combined Environmental, Social, and Governance report and People and Culture report, as well as a Civil Rights Assessment. The Board continues to monitor our progress in these areas. This year we managed our Chief Financial Officer transition smoothly, welcoming Prashanth Mahendra-Rajah while saying goodbye to Nelson Chai. We thank Nelson for his leadership through our transformation to a profitable public company. In addition, we added a new independent director this year, Turqi Alnowaiser, and we look forward to drawing on his tremendous global financial and operational experience. 2023 was an inflection point for Uber, as we continue to generate profitable growth at scale. We are using our momentum, and especially our ability to build with heart, to accelerate our growth. Our Board recently authorized the repurchase of $7 billion of the Company’s common stock, a vote of confidence in the Company’s strong financial momentum. 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

1 Growth percentage for Gross Bookings reflected on a constant currency basis.

**Notice of 2024 Annual

Meeting of Stockholders

Stockholders may participate in the 2024 Annual Meeting of Stockholders by logging in atwww.virtualshareholdermeeting.com/UBER2024.

Please see pages 2 and 84 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) or, if your shares are held in street name, by returning 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 5, 2024. 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, CA

March 25, 2024

**Important Information About

Uber’s Virtual Annual Meeting

Uber’s 2024 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, 2024, you are entitled to participate in the Annual Meeting on May 6, 2024. Below are some frequently asked questions regarding our Annual Meeting.

**How can I view and participate in the Annual Meeting?**To participate, visitwww.virtualshareholdermeeting.com/UBER2024 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 6, 2024. The meeting will begin promptly at 8:00 a.m. Pacific Time on May 6, 2024.

**How can I ask questions and vote?**We encourage you to submit your questions and vote in advance by visitingwww.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 visitwww.virtualshareholdermeeting.com/UBER2024.

**What if I lost my 16-digit control number?**You will be able to log in as a guest. To view the meeting webcast visitwww.virtualshareholdermeeting.com/UBER2024and 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 84, which includes our Rules of Conduct for our Annual Meeting.

Table of Contents

Forward-looking statements

This proxy statement contains forward-looking statements regarding our future business expectations, including our climate change- and sustainability-related goals and related time frames. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. These risks, uncertainties, and other factors relate to, among others: investments in new products or offerings, the availability and adoption of zero-emission vehicles and related infrastructure, the development of zero-emission vehicle technology, our ability to partner with cities, transit agencies, and micromobility providers, our financial performance and ability to invest in and provide resources to promote sustainable rides, our ability to attract Drivers, Couriers, consumers, and other partners to our platform, competition, and managing our growth and corporate culture, financial performance, our brand and reputation, other legal and regulatory developments, particularly with respect to our relationships with Drivers and Couriers and the impact of the global economy, including rising inflation and interest rates. For additional information on other potential risks and uncertainties that could cause actual results to differ from the results predicted, please see our Annual Report on Form 10-K for the year ended December 31, 2023, and subsequent quarterly reports and other filings filed with the Securities and Exchange Commission from time to time. All information provided in this proxy statement is as of the date of this proxy statement and any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. Undue reliance should not be placed on the forward-looking statements in this proxy statements, which are based on information available to us on the date hereof. We undertake no duty to update this information unless required by law.