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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

LYFT$17.09-4.2%Stored close · as of Nov 6, 2026
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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:

  1. 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;

  2. The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024;

  3. The approval of, on an advisory basis, the compensation of our named executive officers; and

  4. 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 INFORMATION1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE7
Nominees for Director7
Continuing Directors8
Director Independence10
Board Leadership Structure10
Board Meetings and Committees11
Compensation Committee Interlocks and Insider Participation14
Considerations in Evaluating Director Nominees14
Stockholder Recommendations and Nominations to the Board of Directors14
Communications with the Board of Directors15
Corporate Governance Guidelines and Code of Business Conduct and Ethics15
Board Evaluation16
Board Diversity Matrix16
ESG Board Oversight Framework16
Role of Board in Risk Oversight Process16
Director Compensation17
Cash Compensation18
Equity Compensation18
Other Non-employee Director Compensation and Expense Reimbursement Policies18
Non-Employee Director Compensation Table for Fiscal 202320
PROPOSAL NO. 1 ELECTION OF DIRECTORS22
Nominees22
Vote Required22
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM23
Fees Paid to the Independent Registered Public Accounting Firm23
Auditor Independence23
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm24
Vote Required24
REPORT OF THE AUDIT COMMITTEE25
PROPOSAL NO. 3 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS26
Vote Required26
EXECUTIVE OFFICERS27
EXECUTIVE COMPENSATION28
Compensation Discussion and Analysis28
Executive Summary28
Determining Executive Compensation29
Comparative Market Data (Peer Group)30
2023 Executive Compensation31
Other Compensation Information40
Risk Considerations43
COMPENSATION COMMITTEE REPORT44
Summary Compensation Table45
Grants of Plan-Based Awards in 202347
Outstanding Equity Awards at 2023 Year-End48
Option Exercises and Stock Vested in 202350
Potential Payments Upon Termination or Change in Control50
Pay Versus Performance55
CEO Pay Ratio Disclosure61
EQUITY COMPENSATION PLAN INFORMATION61
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT63
CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS67
OTHER MATTERS68
Note About Forward-Looking Statements68
APPENDIX A69
GAAP to Non-GAAP Reconciliations70
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.