DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE

OMMISSIO

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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

EVENTBRITE, INC.

(Name of the Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒		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.

LOGO

Notice of 2023 Annual Meeting of Shareholders and Proxy Statement Indigenous Peoples Day Block Party Phoenix, USA

LOGO

Eventbrite, Inc.

95 Third Street, 2nd Floor

San Francisco, CA 94103

April 27, 2023

Dear Eventbrite Shareholders:

We are pleased to invite you to attend Eventbrite, Inc.’s 2023 Annual Meeting of Shareholders, which will take place online via a live interactive audio webcast on June 8, 2023 at 8:00 a.m. Pacific Time. By hosting our Annual Meeting virtually, we are able to expand access to our global community of shareholders, promote open communication and lower costs.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please be sure to vote. Voting instructions can be found on page 7 of the proxy statement.

On behalf of our Board of Directors and our executive team, thank you for your ongoing support and continued interest in Eventbrite.

Sincerely,

LOGO

Julia Hartz

Co-Founder and Chief Executive Officer

Notice of 2023 Annual Meeting of Shareholders

Date: Thursday, June 8, 2023

Time: 8:00 a.m. Pacific Time

Place: www.virtualshareholdermeeting.com/EB2023

Record Date: Monday, April 10, 2023

Meeting Agenda:

We are holding our Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement:

•

to elect Katherine August-deWilde, Julia Hartz and Helen Riley as Class II directors to serve until the 2026 annual meeting of shareholders and until their successors are duly elected and qualified, subject to their earlier resignation or removal;

•

to ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

•

to approve, on a non-binding advisory basis, the compensation of our named executive officers; and

•

to transact any other business that may properly come before the Annual Meeting.

Your vote is important. Shareholders of record at the close of business on April 10, 2023 are entitled to notice of and to vote at our Annual Meeting, as set forth in our proxy statement. Whether or not you plan to attend the meeting, please ensure that your shares are voted at the Annual Meeting by signing and returning a proxy card or by using our Internet or telephonic voting system.

LOGO

Julia Taylor

General Counsel

April 27, 2023

Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting of Shareholders to be Held on June 8, 2023: The Notice Regarding the Availability of Proxy Materials is first being mailed on or about April 27, 2023 to shareholders entitled to vote at the Annual Meeting. The proxy statement and the annual report to shareholders are available at www.virtualshareholdermeeting.com/EB2023.

Table of Contents



Proxy Statement Summary			1

Voting and Meeting Information			5

Proposal No. 1 \| Election of Directors			13

Information Regarding the Board and Corporate Governance			23

Board Leadership Structure			23

Board Diversity			23

Board Oversight of Risk			23

Director Independence			24

Board Meetings			24

Board Committees			25

Compensation Committee Interlocks and Insider Participation			27

Director Nomination Process			27

Communications with the Board			28

Corporate Governance Guidelines and Code of Business Conduct and Ethics			29

Director Compensation			30

2022 Director Compensation Table			30

Non-Employee Director Compensation Program			32

Director Stock Ownership Guidelines			33

Audit Committee Report			34

Proposal No. 2 \| Ratification of the Appointment of Independent Registered Public Accounting Firm			35

Changes in Independent Registered Public Accounting Firm			35

Fees and Services of PWC			36

Pre-Approval Policies and Procedures			37

Executive Officers			38

Executive Compensation			42



Compensation Discussion and Analysis			42

Compensation Committee Report			55

Compensation and Risk Management			56

Executive Compensation Tables			57

2022 Summary Compensation Table			57

2022 Grants of Plan-Based Awards Table			59

2022 Outstanding Equity Awards at Fiscal Year-End Table			60

Option Exercises and Stock Vested in 2022 Table			62