📰 What This Document Is 📝

This document is an Amendment No. 1 to Uber’s definitive Proxy Statement (a Schedule 14A). 👉 Generally, a proxy statement is the primary document a company sends to its stockholders before an Annual Meeting. It explains the company's governance, its executives' pay, and how shareholders can vote on important issues. This specific amendment is quite minor: it only corrects a typographical error regarding Board committee membership for Nikesh Arora on page 24 of the original statement.

🚗 What Uber Does 🚀

Uber is a massive global technology company dedicated to revolutionizing how people move and earn across the world. 👉 In simple terms, they operate a platform that connects riders/passengers with service providers (Drivers and Couriers) and facilitates transactions with merchants. The company powers a network that services over 40 million trips per day in over 70 countries.

• Scale of Operations: Uber supports flexible earning opportunities for 9.7 million Drivers and Couriers and partners with over 1.3 million monthly Merchants worldwide.
• Mission: Their stated mission is to "reimagine the way the world moves for the better," covering movement, commerce, and earning opportunities globally.

🗣️ Board and Leadership Updates 🧑‍💼

The Board of Directors provides crucial oversight for the company, and the filing details several changes and new appointments. 👉 The company highlighted the addition of Nikesh Arora as an independent director, bringing specific expertise to the Board's governance structure.

• New Leadership: The company welcomed Nikesh Arora, former Chairman and CEO of Palo Alto Networks, to the Board, which the company stated would "augment the Board’s oversight in [cybersecurity and artificial intelligence]."
• C-Suite Changes: During 2025, the company welcomed Andrew Macdonald as the new President and Chief Operating Officer (COO), and Balaji Krishnamurthy completed a transition to CFO.
• Departures: The statement also acknowledged David Trujillo, who is transitioning off the Board following the 2026 Annual Meeting, despite having served since 2017.

💼 Board and Governance Structure 🏛️

This section maps out who runs the company and how accountable the leadership is. 👉 Uber maintains several specialized committees—like the Audit and Compensation committees—to ensure professional oversight of major decisions, like financial reporting and executive pay.

• Key Committee Memberships: The Board has three primary committees:
  1. Audit Committee (Chair: John Thain): Oversees financial statements, internal controls, and evaluates independent auditors.
  2. Nominating & Governance Committee (Chair: Ronald Sugar): Reviews corporate governance changes and evaluates director candidates.
  3. Compensation Committee (Chair: Robert Eckert): Approves executive goals and sets compensation packages.
• Compliance: The Corporate Secretary’s office ensures all correspondence is reviewed and logs material items for tracking purposes.

💰 Executive Pay & Performance Structure 💸

The philosophy of executive pay is highly structured, linking reward directly to corporate success. 👉 Uber emphasizes a "pay-for-performance" philosophy, meaning executives are compensated based on achieving specific, measurable goals, both short-term and long-term.

• Performance Linkage: Compensation is tied to key performance indicators (KPIs) that include financial goals, strategic goals, and operational goals.
• Long-Term Incentives (LTIs): A significant portion of awards are tied to Total Stockholder Return (TSR) and performance-based metrics, meaning executives profit if the company and the stock do well.
• Accountability Measures:
  • Clawback Policy: The company maintains a robust policy that allows it to recover certain cash and equity compensation if misconduct or excessive risk-taking occurs.
  • Stock Ownership Guidelines: Executive officers and directors are required to comply with strict guidelines, including a rigorous ten times base salary requirement for the CEO.

🔄 Compensation Program Changes (2025 to 2026) 📈

The company doesn't keep its compensation plan static; it adapts based on market feedback. 👉 The major shift for 2026 shows a strategic move toward using metrics that better reflect core profitability and growth, moving away from older accounting definitions.

• Focus Shift: For 2026, the incentive program is replacing some older metrics with more financially grounded ones.
  • The Annual Cash Bonus Plan is adding Non-GAAP Earnings per Share (EPS), replacing Adjusted EBITDA.
  • The Long-Term Incentive Program (PRSUs) is replacing Adjusted EBITDA Margin with Non-GAAP Operating Income growth.
• Strategic Focus: Despite these changes, Uber is maintaining a strong commitment to safety and autonomous vehicles (AVs), keeping allocated goals for both in the 2026 plan.
• Share Utilization: The company also announced it will decline to use the "evergreen feature" of its equity incentive plan for the first time, demonstrating efficient management of its share pool.

🧭 Stockholder Engagement and Corporate Dialogue 🗣️

Companies need to talk to their owners (stockholders), and this section details what Uber listened to in 2025. 👉 This extensive outreach shows that Uber is paying close attention to public interest in governance, technology, and social responsibility.

• Outreach Scope: The company conducted "1 Year-round responsive engagement" and met with over 50% of its top 100 stockholders, representing approximately 52% of shares outstanding.
• Topics of Interest: The topics of highest interest during these discussions included:
  • Artificial Intelligence and Autonomous Vehicles.
  • Cybersecurity and Data Privacy.
  • Driver & Courier Well-being and Electrification.
  • Executive Compensation and Operating Performance.

⚖️ Related Party & Governance Policies 🤝

This addresses transactions or relationships between the company and people close to the company (like directors' families). 👉 Uber has robust policies to ensure that all deals involving insiders are reviewed and approved by the Audit Committee, making sure the deals are fair and benefit the general stockholder.

• Policy Requirement: The company has a written policy requiring that any related party transaction (exceeding $120,000) must be presented to the Audit Committee for review, ensuring the terms are no less favorable than those offered to an unrelated third party.
• Director Commitments: The Nominating and Governance Committee reviewed all external board commitments in early 2026 and found that no director's ability to serve was impaired. They approved exceptions for Nikesh Arora and CEO Dara Khosrowshahi due to the significant value of their expertise.

💰 Compensation Transparency Metrics 📊

The proxy statement includes required metrics to show how executive pay relates to the company's performance. 👉 The pay ratio and the Pay vs. Performance table are compliance tools that show the direct financial relationship between the CEO's pay and the company's underlying economic metrics.

• Pay Ratio (2025): For fiscal year 2025, the annual total compensation of the CEO was estimated to be $35,595,826. This compared to an estimated annual total compensation for the median employee (excluding the CEO) of $98,826. This resulted in a pay ratio of 360 to 1.
• Pay vs. Performance (2025): The table tracks the annual compensation actually paid (CAP) for 2025 at $66,651,137. This figure is compared to the 2025 Gross Bookings of $10,053 million, demonstrating how compensation is measured against operational size.

🗓️ Annual Meeting and Voting Logistics 🗳️

This section provides all the necessary information for stockholders to participate in the meeting. 👉 Attendance and voting are simplified by making the event virtual, but stockholders must take specific actions to participate.

• Meeting Details: The 2026 Annual Meeting will be conducted virtually via webcast on May 4, 2026.
• Eligibility/Record Date: Stockholders must be of record as of the close of business on March 12, 2026, to participate.
• Voting Method: Stockholders can vote by internet (www.proxyvote.com), telephone (1-800-690-6903), or by mail.
• Changes to Vote: Stockholders can change or revoke their proxy vote until 11:59 p.m. Eastern Time on May 3, 2026.

🌐 Key Contacts and Resources 📞

If you have questions about the meeting, the company, or voting procedures, the proxy statement provides several key contacts and websites. 👉 Using these official channels ensures you are receiving the most accurate and timely information.

• Corporate Website: investor.uber.com
• Virtual Meeting Site: www.virtualshareholdermeeting.com/UBER2026
• Voting Portal: www.proxyvote.com
• Investor Relations Email: [email protected]
• General Assistance Phone Numbers: 844-986-0822 (U.S.) or 303-562-9302 (International) for technical issues.

🧠 The Analogy

Think of a Proxy Statement like a comprehensive Owner's Manual for a highly complex, ongoing machine (the company). It doesn't just tell you how many parts the machine has, but also who designed it, who is paid to run it, and what specific operating rules and safety checks (governance) must be followed. Because the machine is constantly upgrading (new AV tech, new markets), the manual must be amended (like this filing) to keep all owners informed of the latest changes and rules.

🧩 Final Takeaway

Uber’s Proxy Statement emphasizes continuous improvement in governance, shifting its executive compensation metrics to better align pay with core operating profitability (like Non-GAAP Operating Income). While the filing is amending only a minor typo, the core message signals a focus on long-term value, safety, and investor accountability.