📜 What This Document Is 📑

This document is a Proxy Statement (DEF 14A), which is a formal filing that Nextdoor Holdings, Inc. uses to ask its stockholders to vote on various corporate matters at the upcoming Annual Meeting. Think of it as a detailed instruction manual for shareholders, telling them what decisions need to be made and how they can cast their vote.

👉 What to Expect: You will find critical details about the meeting logistics, who the company's leaders are, and three specific proposals that require your vote: electing a new director, ratifying the accounting firm, and approving executive pay.

🏡 What Nextdoor Holdings Does 🏘️

In simple terms, Nextdoor is a digital platform designed to connect people in a specific geographical area—their neighborhood. It operates like a hyper-local social media network, allowing neighbors to communicate, share local information, and organize within their community.

• Business Model: The company’s revenue is generally generated by advertising and promotional services used by businesses targeting local consumers.
• Scale: The company’s primary focus is on local engagement, aiming to deepen its connection with neighborhoods.
• Leadership: The Board of Directors is led by Nirav Tolia, who serves as the Chief Executive Officer, President, and Chairperson.

📅 Annual Meeting Logistics 🗓️

Nextdoor is holding its 2026 Annual Meeting of Stockholders on Tuesday, June 9, 2026. The good news for shareholders is that this meeting will be held virtually at www.virtualshareholdermeeting.com/NXDR2026, making participation easy from anywhere.

• Record Date: The Record Date is Monday, April 13, 2026. Only stockholders who are officially registered as being "on record" at the close of business on this date are entitled to vote at the meeting.
• Voting Power Difference: There is a critical distinction in voting power:
  • Each share of Class A common stock represents one vote.
  • Each share of Class B common stock represents ten votes.
  • 👉 Why it matters: This disparity means that Class B shares carry significantly more influence than Class A shares, which is an important detail for investors tracking ownership power.

🏛️ Corporate Governance & Oversight 📋

This massive section details the structure and rules of how Nextdoor is run. The company emphasizes a strong commitment to corporate governance, which is the system of rules and practices by which the company is overseen.

• Board Structure: The Board of Directors is composed of nine members and is divided into three classes, with Class II standing for election at this Annual Meeting.
• Committee Roles: The Board operates through three specialized committees, each handling critical oversight areas:
  • Audit and Risk Committee: Oversees the financial health of the company. It is responsible for reviewing the financial statements, ensuring the independent registered public accounting firm is adequate, and reviewing corporate risks like cybersecurity and data privacy.
  • Compensation and People Development Committee: This committee manages how executive and director pay is structured. It reviews, recommends, and approves the compensation plans for the company's leaders.
  • Nominating, Corporate Governance and Corporate Responsibility Committee: This committee is tasked with identifying and recommending new director candidates and developing the overall corporate governance guidelines for the company.
• Risk Oversight: The Board, and its committees, maintain overarching responsibility for risk management. These focus areas include competitive, economic, operational, legal, regulatory, and cybersecurity risks.

🤝 Leadership Structure & Oversight 🧑‍💼

The document gives a detailed look at the key people running the company, particularly the relationship between the CEO and the Board leadership.

• Leadership Role: Nirav Tolia serves as the Chief Executive Officer, President, and Chairperson of the Board. The Board stated that this combination provides "optimally effective leadership" and is in the company’s best interests.
• Lead Independent Director: Because Mr. Tolia serves in both the CEO and Chairperson roles, the Board has appointed Elisa Steele as the lead independent director.
  • 👉 Why it matters: This structure is designed to create a balance. While Mr. Tolia provides operational vision, Ms. Steele ensures independent oversight of the company from a director standpoint.
• Executive Officers: Key executives include:
  • Nirav Tolia (CEO, President, Chairperson)
  • Indrajit Ponnambalam (CFO and Treasurer)
  • Craig Lisowski (President of Products)
  • Michael Kiernan (CRO)
  • Sophia Schwartz (CLO and Secretary)

🗳️ Proposal 1: Electing the Director 💡

The Board is recommending that stockholders vote to elect one Class II director, David Sze, to serve a three-year term expiring at the 2029 annual meeting.

• Nominee: David Sze, age 60, has been with the Board since November 2021.
• Qualifications: Mr. Sze’s background is in venture capital and technology. He previously served on the boards of LinkedIn and Pandora Media, Inc.
• Election Method: Directors are elected by a plurality of votes, meaning the nominee who receives the highest number of “FOR” votes wins.

🔍 Proposal 2: Ratifying the Accounting Firm ✅

Stockholders are asked to approve the appointment of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026.

• Board Recommendation: The Board recommends voting "FOR" this proposal.
• Voting Requirement: This proposal is obtained if the number of votes cast "FOR" exceeds the number of votes cast "AGAINST."
• 👉 Why it matters: Ratifying the audit firm confirms that the company's external financial review process is formally approved by the shareholders for the upcoming fiscal year.

💸 Proposal 3: Executive Compensation Approval 💰

Stockholders are asked to approve, on a non-binding advisory basis, the compensation of the company’s named executive officers.

• Advisory Vote: This means the vote is not legally binding, but the Board and Compensation Committee stated they highly value shareholder opinions and will consider the outcome when making future compensation decisions.
• Board Recommendation: The Board recommends voting "FOR" this proposal.

💡 Non-Employee Director Compensation 💲

The Board provided an overview of how they compensate their independent directors.

• Compensation Structure: Non-employee directors receive a General Board Service Fee, plus additional annual payments for serving as committee chairs (Compensation and People Development, Audit and Risk, and Nominating, Corporate Governance).
• Flexibility: Directors have the option to elect to receive their General Board Service Fee in the form of Restricted Stock Units (RSUs) rather than cash.
• 2025 Compensation Example: For the year ended December 31, 2025, the total compensation range for directors ranged from $12,500 (Marissa Mayer) to $246,971 (Jason Pressman).

🌐 Voting and Attendance Details 📡

The company provided clear instructions on how and when stockholders can exercise their voting rights.

• Online Portal: Stockholders can vote and participate virtually starting on June 9, 2026.
• Pre-Voting: Stockholders can vote before the Annual Meeting by visiting www.proxyvote.com.
• Voting Methods: Votes can be cast by Internet, telephone, or mail.
• Proxy Authority: If you sign a physical proxy card without instructions, your shares will automatically be voted in accordance with the Board of Directors' recommendations.

📞 Key Contact and Next Steps 📞

For shareholders with questions, specific resources and contacts were provided:

• Stockholder Website: https://investors.nextdoor.com
• Voting Instructions: https://equiniti.com/us/ast-access (for registered holders via Equiniti Trust Company, LLC).
• General Information: The Proxy Statement and Annual Report are available at www.proxyvote.com.

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🧠 The Analogy — A School Budget Meeting 📚

Voting on a Proxy Statement is like attending a crucial annual meeting at your school. The Board of Directors and administration (the company) run the meeting and put three key issues on the ballot: 1) Electing a new committee head (Director Election); 2) Approving the school's main accounting firm (Audit Firm); and 3) Debating how much the teachers and principals should be paid (Executive Comp). The Proxy Statement is the detailed guide telling you exactly who was nominated, how much they paid last year, and what your vote actually means.

🧩 Final Takeaway — The Takeaway 🚀

The proxy statement confirms that Nextdoor’s leadership structure is highly centralized, with the CEO also serving as Board Chair. All voting items are designed to affirm the current leadership and governance framework, making the most important action for shareholders to remember the distinction between Class A (1 vote) and Class B (10 votes) voting power.