Current Report Filing (8-k)
12 Maio 2023 - 5:06PM
Edgar (US Regulatory)
0001543151
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0001543151
2023-05-08
2023-05-08
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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________________________________
FORM 8-K
_______________________________________
CURRENT REPORT
Pursuant to
Section 13 or 15(d)
of the Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): May 8,
2023
_______________________________________
UBER TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
_______________________________________
Delaware |
001-38902 |
45-2647441 |
(State
or other jurisdiction of incorporation or organization) |
(Commission
File Number) |
(I.R.S. Employer Identification No.) |
1515 Third Street
San Francisco,
California 94158
(Address
of principal executive offices, including zip code)
(415) 612-8582
(Registrant’s
telephone number, including area code)
Not Applicable
(Former name or former address, if changed
since last report)
_______________________________________
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
o |
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
o |
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
Common
Stock, par value $0.00001 per share |
|
UBER |
|
New
York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of
1934 (17 CFR §240.12b-2).
Emerging growth company
o
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 8, 2023, Uber Technologies, Inc. (the “Company”) held
its annual meeting of stockholders (the “Meeting”). Present at the Meeting in person or by proxy were holders of 1,588,617,964
shares of common stock of the Company, representing approximately 78.9% of the voting power of the shares of common stock of the Company
as of the close of business on March 13, 2023, the record date for the Meeting, and constituting a quorum for the transaction of business.
The stockholders of the Company voted on the following items at the Meeting:
| 1. | To elect ten directors to serve until the 2024 annual meeting and until their successors are elected. |
| 2. | To approve, on a non-binding advisory basis, the 2022 compensation of the Company’s named executive
officers. |
| 3. | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s
independent registered public accounting firm for 2023. |
| 4. | Stockholder proposal to prepare an independent third-party audit on Driver health and safety. |
| 5. | Stockholder proposal raised from the floor of the Meeting regarding Driver
health and safety-related matters and policies. |
Nominee |
For |
Against |
Abstain |
Broker
Non-Vote |
Ronald Sugar |
1,333,043,334 |
56,014,246 |
7,482,316 |
192,125,769 |
Revathi Advaithi |
1,384,054,194 |
11,240,671 |
1,245,031 |
192,125,769 |
Ursula Burns |
1,196,271,755 |
199,092,876 |
1,175,265 |
192,125,769 |
Robert Eckert |
1,339,002,084 |
51,941,834 |
5,595,978 |
192,125,769 |
Amanda Ginsberg |
1,360,905,340 |
30,220,046 |
5,414,510 |
192,125,769 |
Dara Khosrowshahi |
1,350,410,855 |
45,296,532 |
832,509 |
192,125,769 |
Wan Ling Martello |
1,344,828,083 |
46,222,244 |
5,489,569 |
192,125,769 |
John Thain |
1,381,843,285 |
12,497,205 |
2,190,984 |
192,125,769 |
David Trujillo |
1,358,112,187 |
32,818,173 |
5,609,536 |
192,125,769 |
Alexander Wynaendts |
1,383,842,082 |
11,320,934 |
1,376,880 |
192,125,769 |
Based on the votes set forth above, each director nominee was duly elected
to serve until the 2024 annual meeting of stockholders and until his or her successor is duly elected and qualified.
2. | Advisory Vote on the Compensation of the Company’s Named Executive Officers |
For |
Against |
Abstain |
Broker
Non-Votes |
1,243,294,858 |
143,572,610 |
9,672,428 |
192,125,769 |
Based on the votes set forth above, the stockholders approved, on a non-binding
advisory basis, the 2022 compensation of the Company’s named executive officers.
3. | Ratification of Appointment of Independent Registered Public Accounting Firm |
For |
Against |
Abstain |
1,582,761,726 |
4,849,935 |
1,054,004 |
There were no broker non-votes on this proposal.
Based on the votes set forth above, the stockholders ratified the appointment
of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023.
4. | Stockholder Proposal to Prepare an Independent Third-Party Audit on Driver Health and Safety |
For |
Against |
Abstain |
Broker
Non-Votes |
121,123,497 |
1,258,127,404 |
17,288,995 |
192,125,769 |
Based on the votes set forth above, the stockholders did not approve the
stockholder proposal to prepare an independent third-party audit on Driver health and safety.
5. | Stockholder Proposal Raised from the Floor of the Meeting regarding Driver health and safety-related
matters and policies |
For |
Against |
Abstain |
Broker
Non-Votes |
57,801 |
1,396,482,095 |
0 |
192,125,769 |
Based on the votes set forth above, the stockholders did not approve the
stockholder proposal raised from the floor of the Meeting regarding Driver health and safety-related matters and policies.
| Item 9.01 | Financial
Statements and Exhibits |
(d) Exhibits
Number |
|
Description |
|
|
|
104 |
|
Interactive Data File (embedded within the Inline XBRL
document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
UBER TECHNOLOGIES, INC. |
|
|
|
Date:
May 12, 2023 |
By: |
/s/ Dara Khosrowshahi |
|
|
Dara
Khosrowshahi |
|
|
Chief Executive
Officer |
Uber Technologies (NYSE:UBER)
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