Lyft Inc
For the period ended Jun 13, 2024. Filed Apr 25, 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.
Jun 13, 2024 · Filed Apr 25, 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 Pursuant to §240.14a-12 |
Lyft, Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
| ☒ | 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 |
LYFT, INC.
185 BERRY ST., SUITE 400
SAN FRANCISCO, CALIFORNIA 94107
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 1:30 p.m. Pacific Time on Thursday, June 13, 2024
Dear Stockholders of Lyft, Inc.:
We cordially invite you to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of Lyft, Inc., a Delaware corporation, to be held virtually on June 13, 2024 at 1:30 p.m. Pacific Time. You may attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/LYFT2024, where you will be able to listen to the meeting live, submit questions and vote online.
We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement to act upon the following matters:
The election of three Class II directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified;
The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024;
The approval of, on an advisory basis, the compensation of our named executive officers; and
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 19, 2024 as the record date for the Annual Meeting. Only stockholders of record on April 19, 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.virtualshareholdermeeting.com/LYFT2024. 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.
We appreciate your continued support of Lyft.
By order of the Board of Directors,
Logan Green
Co-Founder and Board Chair
San Francisco, California
April 25, 2024
TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION | 1 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 7 |
| Nominees for Director | 7 |
| Continuing Directors | 8 |
| Director Independence | 10 |
| Board Leadership Structure | 10 |
| Board Meetings and Committees | 11 |
| Compensation Committee Interlocks and Insider Participation | 14 |
| Considerations in Evaluating Director Nominees | 14 |
| Stockholder Recommendations and Nominations to the Board of Directors | 14 |
| Communications with the Board of Directors | 15 |
| Corporate Governance Guidelines and Code of Business Conduct and Ethics | 15 |
| Board Evaluation | 16 |
| Board Diversity Matrix | 16 |
| ESG Board Oversight Framework | 16 |
| Role of Board in Risk Oversight Process | 16 |
| Director Compensation | 17 |
| Cash Compensation | 18 |
| Equity Compensation | 18 |
| Other Non-employee Director Compensation and Expense Reimbursement Policies | 18 |
| Non-Employee Director Compensation Table for Fiscal 2023 | 20 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 22 |
| Nominees | 22 |
| Vote Required | 22 |
| PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 23 |
| Fees Paid to the Independent Registered Public Accounting Firm | 23 |
| Auditor Independence | 23 |
| Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 24 |
|---|---|
| Vote Required | 24 |
| REPORT OF THE AUDIT COMMITTEE | 25 |
| PROPOSAL NO. 3 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 26 |
| Vote Required | 26 |
| EXECUTIVE OFFICERS | 27 |
| EXECUTIVE COMPENSATION | 28 |
| Compensation Discussion and Analysis | 28 |
| Executive Summary | 28 |
| Determining Executive Compensation | 29 |
| Comparative Market Data (Peer Group) | 30 |
| 2023 Executive Compensation | 31 |
| Other Compensation Information | 40 |
| Risk Considerations | 43 |
| COMPENSATION COMMITTEE REPORT | 44 |
| Summary Compensation Table | 45 |
| Grants of Plan-Based Awards in 2023 | 47 |
| Outstanding Equity Awards at 2023 Year-End | 48 |
| Option Exercises and Stock Vested in 2023 | 50 |
| Potential Payments Upon Termination or Change in Control | 50 |
| Pay Versus Performance | 55 |
| CEO Pay Ratio Disclosure | 61 |
| EQUITY COMPENSATION PLAN INFORMATION | 61 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 63 |
| CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS | 67 |
| OTHER MATTERS | 68 |
| Note About Forward-Looking Statements | 68 |
| APPENDIX A | 69 |
|---|---|
| GAAP to Non-GAAP Reconciliations | 70 |
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