1stdibscom Inc
For the period ended Dec 31, 2023. Filed Mar 28, 2024.
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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.
Dec 31, 2023 · Filed Mar 28, 2024
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DEF 14A 1 def14aproxystatement2024an.htm DEF 14A
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☐
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 |
1STDIBS.COM, 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) below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
300 Park Avenue South, 10th Floor
New York, New York 10010
(212) 627-3929
Dear Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of 1stdibs.com, Inc., which will be held at 1:00 p.m., Eastern Time, on Thursday, May 9, 2024. The Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/DIBS2024 and using the 16-digit control number included in your proxy materials.
The formal notice of the Annual Meeting and the Proxy Statement has been made a part of this invitation.
Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. After reading the Proxy Statement, please promptly vote. Your shares cannot be voted unless you vote by Internet or telephone, vote as instructed by your broker, or vote your shares electronically at the Annual Meeting.
We look forward to seeing you at the meeting.
Sincerely,
David S. Rosenblatt
Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Thursday, May 9, 2024
To Our Stockholders:
1stdibs.com, Inc. will hold its 2024 Annual Meeting of Stockholders at 1:00 p.m., Eastern Time, on Thursday, May 9, 2024. The Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/DIBS2024 and using the 16-digit control number included in your proxy materials.
We are holding this Annual Meeting:
to elect two Class III directors to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified;
to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024; and
to transact such other business as may properly come before the Annual Meeting and any adjournments or postponements of the Annual Meeting.
Stockholders of record at the close of business on March 15, 2024 are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.
It is important that your shares be represented at this meeting. Whether or not you expect to attend the virtual Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials you received in the mail. Please review the detailed instructions on page 1 regarding your voting options.
By Order of the Board of Directors,
Melanie Goins
General Counsel and Secretary
New York, New York
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on May 9, 2024.
The Proxy Statement and Annual Report are available at
www.proxyvote.com
TABLE OF CONTENTS
| INFORMATION CONCERNING VOTING AND SOLICITATION | 1 |
|---|---|
| Questions and Answers About the Proxy Materials and the Annual Meeting | 2 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 6 |
| Directors and Director Nominees | 6 |
| Class III Director Nominees | 6 |
| Continuing Directors | 7 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 8 |
| Board of Directors | 8 |
| Director Independence | 8 |
| Board Diversity | 9 |
| Board Diversity Matrix | 9 |
| Board and Stockholder Meetings | 9 |
| Meeting of Non-Management and Independent Directors and Communications with Directors | 10 |
| Board Committees | 10 |
| Audit Committee | 11 |
| Compensation Committee | 12 |
| Nominating and Corporate Governance Committee | 13 |
| Compensation Committee Interlocks and Insider Participation | 13 |
| Corporate Governance | 13 |
| Board Leadership Structure | 13 |
| Role in Risk Oversight | 14 |
| Form of Majority Voting for Uncontested Director Elections | 14 |
| Environmental, Social, and Governance (“ESG”) Efforts | 14 |
| Corporate Governance Guidelines | 15 |
| Codes of Business Conduct and Ethics | 15 |
| Corporate Governance Documents | 15 |
| Anti-Hedging Policy | 16 |
| Compensation Recovery Policy | 16 |
| Our Director Nomination Process | 16 |
| Director Compensation | 17 |
| Standard Compensation Arrangements | 17 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 19 |
| Offer Letters | 19 |
| Indemnification Agreements | 19 |
| Policies and Procedures for Transactions with Related Persons | 19 |
| EXECUTIVE OFFICERS | 20 |
| EXECUTIVE COMPENSATION | 21 |
| Summary Compensation Table | 21 |
| Narrative to Summary Compensation Table | 21 |
| Base Salaries | 21 |
| Annual Cash Bonuses | 21 |
| Equity Incentive Awards | 22 |
| Health and Welfare Benefits and Perquisites | 22 |
| Retirement Benefits | 22 |
| Existing Offer Letters with Our Named Executive Officers | 22 |
| Offer Letter with David S. Rosenblatt | 22 |
| Offer Letter with Thomas J. Etergino | 22 |
| Offer Letter with Ryan Beauchamp | 22 |
| Employee Assignment of Intellectual Property, Confidentiality and Non-Competition Agreements | 23 |
| Potential Payments upon Termination or Change in Control | 24 |
| Executive Severance Plan | 24 |
| Outstanding Equity Awards at Fiscal Year-End Table | 25 |
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| Equity Awards | 25 |
|---|---|
| Equity Compensation Plan Information | 26 |
| Securities Authorized for Issuance under Equity Compensation Plans | 26 |
| Security Ownership of Certain Beneficial Owners and Management | 27 |
| REPORT OF THE AUDIT COMMITTEE | 29 |
| PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 30 |
| Principal Accountant Fees and Services | 30 |
| Pre-approval Policies and Procedures | 30 |
| COMPLIANCE WITH SECTION 16(A) REPORTS | 31 |
| STOCKHOLDER PROPOSALS AND BUSINESS FOR THE 2025 ANNUAL MEETING | 32 |
| OTHER MATTERS | 32 |
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300 Park Avenue South, 10th Floor
New York, New York 10010
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.