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Nextdoor Holdings, Inc.

For the period ended Jun 18, 2024. 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.

Jun 18, 2024 · Filed Apr 26, 2024

NXDR$1.96-7.5%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

(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

(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 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.

April 26, 2024

To Our Stockholders:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Nextdoor Holdings, Inc. (the “Annual Meeting”), which will be held virtually at www.virtualshareholdermeeting.com/KIND2024 on Tuesday, June 18, 2024 at 9:00 a.m. Pacific Time / 12:00 p.m. Eastern Time. We believe that a virtual stockholder meeting provides greater access to those who may want to attend and therefore we have chosen this over an in-person meeting. This approach also lowers costs and enables participation from our global community. The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. The Annual Meeting materials include the Notice of Annual Meeting of Stockholders, Proxy Statement, and Annual Report to stockholders, each of which has been furnished to you over the internet or, if you have requested a paper copy of the materials, by mail.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote as soon as possible by Internet, telephone or, if you received a paper copy of the meeting materials by mail, by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend virtually. Returning the proxy does not affect your right to attend the Annual Meeting or to vote your shares at the Annual Meeting.

Sincerely,

Nirav Tolia

Executive Chair

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON TUESDAY, JUNE 18, 2024.The proxy statement and annual report are available at www.proxyvote.com.

2024 Proxy Statementi

Notice of Annual Meeting of Stockholders

Time & DateTuesday, June 18, 2024 at 9:00 a.m. Pacific Time / 12:00 p.m. Eastern TimePlaceVirtually at www.virtualshareholdermeeting.com/KIND2024. There is no physical location for the Annual Meeting.Record DateFriday, April 19, 2024, which we refer to as our Record Date. Only stockholders of record at the close of business on the Record Date are entitled to notice of, and to attend and vote at, the meeting and any adjournments thereof.

Items of Business

1.Elect one Class III director of Nextdoor Holdings, Inc. to serve a three-year term expiring at the 2027 annual meeting of stockholders and until such director’s successor is duly elected and qualified.
2.Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024.
3.Approve, on a non-binding advisory basis, the compensation of our named executive officers.
4.Approve the amendment of our Amended and Restated Certificate of Incorporation to limit the liability of certain of our officers as permitted pursuant to the Delaware General Corporation Law.
5.Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Participation in Annual Meeting

We are pleased to invite you to participate in our Annual Meeting, which will be conducted exclusively online at www.virtualshareholdermeeting.com/KIND2024. We believe the virtual format makes it easier for stockholders to attend, and participate fully and equally in, the Annual Meeting because they can join with any internet-connected device from any location around the world at no cost. Our virtual meeting format helps us engage with all stockholders–regardless of size, resources, or physical location, saves us and stockholders’ time and money, and reduces our environmental impact. Please see “General Information About the Meeting” for additional information.

Your vote is very important to us. Please act as soon as possible to vote your shares, even if you plan to participate in the Annual Meeting. For specific instructions on how to vote your shares, please see “Information About Solicitation and Voting” beginning on page 9 of this Proxy Statement.

Voting

Each share of Class A common stock that you own represents one vote and each share of Class B common stock that you own represents ten votes. For questions regarding your stock ownership, you may contact us through our website at https://investors.nextdoor.com or, if you are a registered holder, through our transfer agent, Equiniti Trust Company, LLC through its website at https://equiniti.com/us/ast-access, by phone +1 (800) 937-5449, or via email by selecting Get Help from the website.

This Notice of the Annual Meeting, Proxy Statement, and form of proxy are being distributed and made available on or about April 26, 2024.

Whether or not you plan to attend the Annual Meeting, we encourage you to vote and submit your proxy through the Internet or by telephone or request and submit your proxy card as soon as possible, so that your shares may be represented at the meeting.

By Order of the Board of Directors,

John Orta

Head of Legal & Corporate Development and Secretary

Written April 26, 2024

2024 Proxy Statementiii

Table of Contents

Proxy Statement Summary1
Information about Solicitation and Voting9
Internet Availability of Proxy Materials9
General Information about the Annual Meeting10
Board of Directors and Committees of the Board of Directors; Corporate Governance Standards and Director Independence15
Nominations Process and Director Qualifications24
Proposal No. 1: Election of Directors26
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm34
Report of the Audit and Risk Committee36
Proposal No. 3: Advisory Vote on the Compensation of our Named Executive Officers37
Proposal No. 4: Approval of an Amendment of our Amended and Restated Certificate of Incorporation38
Executive Officers40
Security Ownership of Certain Beneficial Owners and Management42
Executive Compensation46
Compensation Discussion and Analysis46
Report of the Compensation and People Development Committee60
Executive Compensation Tables61
Potential Payments Upon Termination71
CEO Pay Ratio73
Pay Versus Performance73
Equity Compensation Plan Information78
Certain Relationships and Related Party Transactions79
Additional Information80
Other Matters82
Appendix A-1: Amended and Restated Certificate of Incorporation83
Appendix A-2: Marked Copy of Amended and Restated Certificate of Incorporation94

Special Note Regarding

Forward-Looking Statements

This proxy statement (“Proxy Statement”) includes forward-looking statements, which are statements other than statements of historical facts and statements in the present tense. These statements include, but are not limited to, statements regarding our business, our business strategy and plans, our objectives and future operations and our social responsibility initiatives. In some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expect,” “believe,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “seeks,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words.

Forward-looking statements are based upon various estimates and assumptions, as well as information known to us as of the date hereof and are subject to risks and uncertainties. Accordingly, actual results could differ materially due to a variety of factors. These risks and uncertainties include, but are not limited to, those described under the caption “Risk Factors” in our Annual Report on Form 10-K (“Annual Report”) for the year ended December 31, 2023, and our other U.S. Securities and Exchange Commission (the “SEC”) filings, which are available on the Investor Relations page of our website at https://investors.nextdoor.com and on the SEC website at www.sec.gov.

All forward-looking statements contained herein are based on information available to us as of the date hereof and you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Proxy Statement or to conform these statements to actual results or revised expectations, except as required by law. Undue reliance should not be placed on forward-looking statements.

Unless the context otherwise requires, references in this Proxy Statement to:

“Nextdoor,” “we,” “us,” “our” or the “company” refer to Nextdoor Holdings, Inc., a Delaware corporation;

“Legacy Nextdoor” refers to Nextdoor, Inc., prior to the business combination; and

“business combination” refer to the transactions contemplated by the that certain Agreement and Plan of Merger, dated as of July 6, 2021, by and among Khosla Ventures Acquisition Co. II, Nextdoor, Inc. and Lorelei Merger Sub Inc., as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of September 30, 2021, including (i) the merger contemplated by the Agreement and Plan of Merger, whereby Lorelei Merger Sub Inc. merged with and into Nextdoor, Inc., with Nextdoor, Inc. surviving the merger as a wholly-owned subsidiary of Khosla Ventures Acquisition Co. II, and (ii) the private placement pursuant to which investors collectively subscribed for 27,000,000 shares of our Class A common stock at $10.00 per share, for an aggregate purchase price of $270,000,000.

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