8-K

AIRBNB, INC.

Date: June 7, 2024

/s/ Elinor Mertz

Elinor Mertz

Chief Financial Officer

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): June 5, 2024

Airbnb, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39778

26-3051428

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

888 Brannan Street

San Francisco, California 94103

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (415) 510-4027

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:

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

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

Class A common stock, $0.0001 par value per share

ABNB

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On June 5, 2024, Airbnb, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter.

Proposal One: Election of Directors

The Company’s stockholders elected Brian Chesky, Angela Ahrendts and Kenneth Chenault as members of the Company’s board of directors as Class I directors for a three-year term. The results of the vote were as follows:


Nominee	For		Withheld		Broker Non-Votes
Brian Chesky		4,153,138,691		16,081,135		78,026,817
Angela Ahrendts		3,996,535,009		169,478,969		81,232,666
Kenneth Chenault		4,070,624,014		95,415,172		81,207,457

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the vote were as follows:


For	Against	Abstain	Broker Non-Votes
4,240,273,330	3,098,017	3,875,295	—

Proposal Three: Advisory Vote on the Approval of the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2023, as disclosed in the Company’s proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The results of the vote were as follows:


For	Against	Abstain	Broker Non-Votes
4,120,085,505	47,751,559	1,606,098	77,803,481

Proposal Four: Amendment and Restatement of Restated Certificate of Incorporation to Provide for Officer Exculpation

The Company’s stockholders approved an amendment and restatement of the Company’s restated certificate of incorporation to provide for the exculpation of officers. The results of the vote were as follows:


For	Against	Abstain	Broker Non-Votes
4,059,671,591	107,016,982	2,754,590	77,803,480

Proposal Five: Stockholder Proposal

The Company’s stockholders did not approve a stockholder proposal regarding political disclosure. The results of the vote were as follows:


For	Against	Abstain	Broker Non-Votes
168,610,749	3,998,681,331	2,151,082	77,803,481

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

3.1		Restated Certificate of Incorporation of Airbnb, Inc.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEC Form 8-K filed by Airbnb Inc.