DoorDash Inc
For the period ended Dec 31, 2023. Filed Apr 26, 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 Apr 26, 2024
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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
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 |
DoorDash, Inc.
(Name of Registrant as Specified In Its Charter)
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 |
DOORDASH, INC. 303 2nd STREET, SOUTH TOWER, 8th FLOORSAN FRANCISCO, CALIFORNIA 94107
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held at 10:00 am Pacific Time on Thursday, June 20, 2024
Dear Stockholders of DoorDash, Inc.:
We cordially invite you to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of DoorDash, Inc., a Delaware corporation to be held on June 20, 2024 at 10:00 am Pacific Time. The Annual Meeting will be conducted virtually via live audio webcast. You will be able to attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/DASH2024, where you will be able to listen to the meeting live, submit questions, and vote online.
Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by telephone, or by mail.
We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:
To elect three Class I directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified;
To ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024;
To approve, on an advisory basis, the compensation of our named executive officers; and
To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
Our board of directors has fixed the close of business on April 24, 2024 as the record date for the Annual Meeting. Stockholders of record on April 24, 2024 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
The accompanying proxy statement and our annual report can be accessed by visiting: www.proxyvote.com. You will be asked to enter the 16-digit control number located on your proxy card.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone, or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.
By order of the Board of Directors,
Tony Xu
Co-Founder, Chief Executive Officer, and Chair of the Board
San Francisco, California
April 26, 2024
TABLE OF CONTENTS
| GENERAL INFORMATION | 1 |
|---|---|
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 7 |
| Nominees for Director | 9 |
| Continuing Directors | 9 |
| Non-Continuing Director | 12 |
| Director-Elect | 12 |
| Director Independence | 12 |
| Board Leadership Structure and Role of the Lead Independent Director | 12 |
| Board Meetings and Committees | 13 |
| Compensation Committee Interlocks and Insider Participation | 15 |
| Considerations in Evaluating Director Nominees | 15 |
| Stockholder Recommendations and Nominations to the Board of Directors | 16 |
| Communications with the Board of Directors | 16 |
| Corporate Governance Guidelines and Code of Conduct | 17 |
| Role of Board in Risk Oversight Process | 17 |
| ESG Board Oversight Framework | 18 |
| Board Diversity Matrix | 18 |
| Director Compensation | 19 |
| PROPOSAL NO. 1 - ELECTION OF DIRECTORS | 24 |
| Nominees | 24 |
| Vote Required | 24 |
| PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 26 |
| Fees Paid to the Independent Registered Public Accounting Firm | 26 |
| Auditor Independence | 26 |
| Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 26 |
| Vote Required | 27 |
| REPORT OF THE AUDIT COMMITTEE | 28 |
| PROPOSAL NO. 3 - ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 29 |
|---|---|
| Vote Required | 29 |
| EXECUTIVE OFFICERS | 30 |
| EXECUTIVE COMPENSATION | 31 |
| Compensation Discussion and Analysis | 31 |
| Report of the Compensation Committee | 41 |
| Summary Compensation Table for Fiscal Year 2023 | 42 |
| Grants of Plan-Based Awards in 2023 | 43 |
| Outstanding Equity Awards at 2023 Year-End | 44 |
| Option Exercises and Stock Vested in 2023 | 45 |
| Potential Payments Upon Termination or Change in Control | 46 |
| CEO Pay Ratio | 47 |
| Pay vs. Performance | 49 |
| 2020 CEO Performance Award Update | 52 |
| EQUITY COMPENSATION PLAN INFORMATION | 54 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 55 |
| CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS | 59 |
| Policies and Procedures for Related Person Transactions | 59 |
| OTHER MATTERS | 60 |
| Delinquent Section 16(a) Reports | 60 |
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