DEF 14A 1 e22079_uber-def14a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )


þ	Filed by the Registrant	o	Filed by a Party other than the Registrant

Check the appropriate box:
o	Preliminary Proxy Statement
o	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
þ	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Under Rule 14a-12

Uber Technologies, Inc.

(Name of Registrant as Specified In Its Charter)

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


Payment of Filing Fee (Check the appropriate box):
þ	No fee required.
o	Fee paid previously with preliminary materials.
o	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Uber’s Mission

We reimagine the way the world moves for the better

We are Uber. The go-getters. The kind of people who are relentless about our mission to help people go anywhere and get anything and earn their way. Movement is what we power. It’s our lifeblood. It runs through our veins. It’s what gets us out of bed each morning. It pushes us to constantly reimagine how we can move better. For you. For all the places you want to go. For all the things you want to get. For all the ways you want to earn. Across the entire world. In real time. At the incredible speed of now.

Our Values

Our values reflect who we are and where we’re going. They guide our decision-making, unite and define our culture, and tell a story to the world about Uber’s corporate purpose.


	Do the right thing	Period.
	Go get it	Bring the mindset of a champion. Our ambition is what drives us to achieve our mission. How we define a champion mindset isn’t based on how we perform on our best days, it’s how we respond on our worst days. We hustle, embrace the grind, overcome adversity, and play to win for the people we serve. Because it matters.
	Trip obsessed	Make magic in the marketplace. The trip is where the marketplace comes to life. The earner, rider, eater, carrier, and merchant are the people who connect in our marketplace - and we see every side. This requires judgment to make difficult trade-offs, blending algorithms with human ingenuity, and the ability to create simplicity from complexity. When we get the balance right for everyone, Uber magic happens.
	Build with heart	We care. We work at Uber because our products profoundly affect lives and we care deeply about our impact. Putting ourselves in the shoes of people who connect in our marketplace helps us build better products that positively impact our communities and partners. Our care drives us to perfect our craft.
	Stand for safety	Safety never stops. We embed safety into everything we do. Our relentless pursuit to make Uber safer for everyone using our platform will continue to make us the industry leader for safety. We know the work of safety never stops, yet we can and will challenge ourselves to always be better for the communities we serve.
	See the forest and the trees	Know the details that matter. Building for the intersection of the physical and digital worlds at global scale requires seeing the big picture and the details. Knowing the important details can change the approach, and small improvements can compound into enormous impact over time.
	One Uber	Bet on something bigger. It’s powerful to be a part of something bigger than any one of us, or any one team. That’s why we work together to do what’s best for Uber, not the individual or team. We actively support our teammates, and they support us - especially when we hit the inevitable bumps in the road. We say what we mean, disagree and commit, and celebrate our progress, together.
	Great minds don’t think alike	Diversity makes us stronger. We seek out diversity. Diversity of ideas. Identity. Ethnicity. Experience. Education. The more diverse we become, the more we can adapt and ultimately achieve our mission. When we reflect the incredible diversity of the people who connect on our platform, we make better decisions that benefit the world.

Notice of 2022 Annual Meeting of Stockholders



Date & Time May 9, 2022 11:00 a.m. Pacific Time	Location Virtual A live webcast of the Annual Meeting will be available at www.virtualshareholdermeeting.com/uber2022	Record Date March 14, 2022

Items of business:	Board Recommendation:
• To elect the eleven director nominees named in this proxy statement.	✓ FOR
• To approve, by non-binding vote, the compensation paid to the company’s named executive officers as disclosed in this proxy statement (the “say-on-pay vote”).	✓ FOR
• To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2022.	✓ FOR
• To consider and act upon the shareholder proposal described in this proxy statement, if properly presented at the Annual Meeting.	✕ AGAINST the shareholder proposal
Stockholders may participate in the annual meeting by logging in at www.virtualshareholdermeeting.com/uber2022. Please see pages 2 and 88 of the proxy for additional information regarding participation in the virtual meeting.

Your vote is very important to us. You can be sure your shares are represented at the meeting if you are a stockholder of record by promptly voting electronically over the Internet or by telephone or by returning your completed proxy card in the pre-addressed, postage-paid return envelope (which will be provided to those stockholders who request to receive paper copies of these materials by mail) or, if your shares are held in street name, by returning your completed voting instruction card to your broker. If, for any reason, you desire to revoke or change your proxy, you may do so at any time prior to 11:59 p.m. Eastern Time on May 8, 2022. The proxy is solicited by the Board of Directors of Uber Technologies, Inc.

We cordially invite you to attend the meeting.

To Vote Prior to Annual Meeting

By Internet	By telephone	By mail

Go to www.proxyvote.com and follow the instructions	Call 1-800-690-6903	Sign, date and return your proxy card in the postage-paid envelope

	By Order of the Board of Directors



	Tony West
	Chief Legal Officer and Corporate Secretary San Francisco, CA
	March 28, 2022

2022 Proxy Statement 1

Important Information About Uber’s Virtual Annual Meeting

Uber’s 2022 Annual Meeting will be conducted virtually, via live webcast. As a global company with stockholders located around the world, we are focused on providing convenient access and promoting attendance and participation while ensuring the safety of all participants. The Board believes that the virtual format enhances attendance and active participation regardless of where a stockholder lives and recognizes this is particularly important during the COVID-19 pandemic. Similar to prior years, stockholders without an Internet connection or a computer will be able to listen to the meeting by calling a toll-free telephone number.

We also intend to provide stockholders with the opportunity to communicate with the Board and management by submitting questions before and during the meeting on the virtual portal. A recording of the Annual Meeting will also be available on our investor relations website for one year following the Annual Meeting.

If you were a holder of record of Uber common stock at the close of business on March 14, 2022, you are entitled to participate in the Annual Meeting on May 9, 2022. Below are some frequently asked questions regarding our Annual Meeting.

How can I view and participate in the Annual Meeting? To participate, visit www.virtualshareholdermeeting.com/uber2022 and log in with your 16-digit control number included in your proxy materials.

When can I join the virtual Annual Meeting? You may begin to log in to the meeting platform beginning at 10:45 a.m. Pacific Time on May 9, 2022. The meeting will begin promptly at 11:00 a.m. Pacific Time on May 9, 2022.

How can I ask questions and vote? We encourage you to submit your questions and vote in advance by visiting www.proxyvote.com. Stockholders may also vote and submit questions virtually during the meeting (subject to time restrictions). To participate in the meeting webcast visit www.virtualshareholdermeeting.com/uber2022.

What if I lost my 16-digit control number? You will be able to log in as a guest. To view the meeting webcast visit www.virtualshareholdermeeting.com/uber2022 and register as a guest. If you log in as a guest, you will not be able to vote your shares or ask questions during the meeting.

What if I don’t have Internet access? Please call 1-877-328-2502 (toll free) or 1-412-317-5419 (international) to listen to the meeting proceedings. You will not be able to vote your shares or ask questions during the meeting.

What if I experience technical difficulties? Please call 844-986-0822 (U.S.) or 303-562-9302 (international) for assistance.

Where can I find additional information? For additional information about how to attend the Annual Meeting, please see “Additional Information” starting on page 90 which includes our Rules of Conduct for our Annual Meeting.

If there are questions pertinent to meeting matters that cannot be answered during the Annual Meeting due to time constraints, management will post answers to a representative set of such questions at investor.uber.com. The questions and answers will remain available until Uber’s 2023 Proxy Statement is filed. We also encourage you to read our Annual Report on Form 10-K available at www.proxyvote.com.

Your vote is important to us!
Please vote today at www.proxyvote.com

2 2022 Proxy Statement

Letter from the Chairperson of the Board

Ronald Sugar

Chairperson of the Board of Directors

Dear Stockholders,

Over two years into the pandemic, the world has changed and so has Uber. Through these unprecedented times, we remain committed to focusing on best-in-class governance and building a stronger and more sustainable business to benefit all of our stakeholders and to deliver long-term value.

In both the lead up to our IPO in 2019 and in our time as a public company, we have continued to recognize the need to focus on strong governance practices. We recognize that the composition of our Board is one of the most critical areas to ensure that we are serving the best interests of our stockholders, and we have implemented strong refreshment practices - resulting in four new directors since early 2020 including women and ethnically diverse directors, each of whom brings a diverse set of critical skills, backgrounds and experiences to oversee Uber’s strategic priorities. We encourage you to read more about our Board succession processes on page 33 of this proxy.

We also continue to engage with our stockholders to ensure we are listening and responding to your priorities as investors. In 2021, we met with over 70% of our top 100 stockholders, representing over 65% of our shares outstanding, to discuss topics including strategic initiatives, our capital allocation framework, governance, and sustainability. Due partly to stockholder feedback on our governance practices, we successfully obtained stockholder approval of a management proposal in 2021 to remove legacy supermajority provisions in our certificate of incorporation and bylaws.

We also recognize the importance of building a more sustainable business for the benefit of the communities we serve and our responsibility to continually reduce the environmental impact of trips taken on our platform. That’s why we continue to work towards our goal of having 100% of rides on our mobility platform in the U.S., Canada and Europe taken in zero-emission vehicles, micromobility or through public transit by 2030, and globally by 2040. I encourage you to read more about these efforts in our Climate Assessment and Performance Report released at the end of 2021.

We are also one of the world’s largest open platforms for work providing flexible, accessible earning opportunities in 72 countries. Flexibility has long been critically important to drivers and couriers, but that doesn’t mean they should be on their own. In 2021, we made significant progress adding new protections to flexible work, including transitioning to a “worker” model in the United Kingdom, where we became the first rideshare company to roll out pensions and additional IC+ benefits for all drivers.

While the past two years have been challenging for the world, we remain very proud of how Uber has responded to benefit the communities we operate in when COVID-19 first arrived in 2020. We continued to build on these efforts in 2021 to serve our communities by working with the White House and others to increase accessibility to vaccines, providing free rides to vaccine locations and prioritizing safety for all users of our platform.

Moving forward, we remain committed as ever to serving our stockholders and the millions of people who interact with our platform every day. We look forward to engaging with all of you at our 2022 annual meeting, and we encourage you to continue to share your concerns and feedback with us.

As always, thank you for your investment and continued support of Uber.

Sincerely,

Ronald Sugar

Independent Chairperson of the Board of Directors

2022 Proxy Statement 3

Table of Contents

Notice of 2022 Annual Meeting of Stockholders	1
Letter from the Chairperson of the Board	3
Proxy Statement Summary	5
Business Highlights	5
Corporate Governance Highlights	8
Investor Engagement in 2021	9
Executive Compensation Highlights	11
ESG Highlights	12
Proposal 1 — Election of Directors	25
Director Nominees	26
Other Governance Matters	31
Director Skills, Experience, and Background	32
Corporate Governance	33
Board, Committee and Director Performance	33
Corporate Governance Policies and Practices	34
Business Conduct Guide and Code of Ethics	37
Director Independence Determination	38
Committees of the Board of Directors	38
Board Oversight	40
Certain Relationships and Related Person Transactions	43
Communication with Directors and Executive Officers	44
Availability of Corporate Governance Documents	44
Director Compensation	45
Executive Officers	47
Security Ownership of Certain Beneficial Owners and Management	48
Executive Compensation	50
Letter From Our Compensation Committee	50
Compensation Discussion and Analysis	51
Compensation Philosophy, Objectives, & Governance	54
Other Benefits	68

Other Compensation Matters	69
Compensation Committee Interlocks and Insider Participation	71
Compensation Committee Report	71
Compensation Tables	72
Summary Compensation Table	72
Grants of Plan-Based Awards Table	74
Outstanding Equity Awards as of December 31, 2021	75
Stock Option Exercises and Stock Vested During 2021	76
Potential Payments Upon Termination or Change in Control	77
Equity Compensation Plan Information	79
Proposal 2 — Advisory Vote to Approve 2021 Named Executive Officer Compensation	80
Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm	81
Proposal 4 — Stockholder Proposal to Prepare an Annual Report on Lobbying Activities	83
Additional Information	86
Annual Meeting Information	86
Your Vote is Important	88
2023 Annual Meeting Information	90
Other Matters	91
Appendix A — Supplemental Information About Financial Measures	92
Non-GAAP Reconciliations	92
Key Terms for Our Key Metrics and Non-GAAP Financial Measures	93

Forward-looking statements

This proxy statement contains forward-looking statements regarding our future business expectations, including our climate change and related goals and related timeframes. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward- looking statements. These risks, uncertainties and other factors relate to, among others: investments in new products or offerings, the availability and adoption of zero-emission vehicles and related infrastructure, the development of zero-emissions vehicle technology, legal and regulatory developments, our ability to partner with cities, transit agencies and micro-mobility providers, our financial performance and ability to invest in and provide resources to promote sustainable rides, our ability to attract drivers, consumers and other partners to our platform, developments in the COVID-19 pandemic and the resulting impact on our business and operations, competition, and managing our growth and corporate culture. For additional information on other potential risks and uncertainties that could cause actual results to differ from the results predicted, please see our Annual Report on Form 10-K for the year ended December 31, 2021 and subsequent quarterly reports and other filings filed with the Securities and Exchange Commission from time to time. All information provided in this proxy statement is as of the date of this proxy statement and any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. Undue reliance should not be placed on the forward-looking statements in this proxy statements, which are based on information available to us on the date hereof. We undertake no duty to update this information unless required by law.

4 2022 Proxy Statement


	Proxy Statement Summary


	Business Highlights 2021 marked another year of uncertainty and challenges due to the ebbs and flows of COVID-19, including spikes in infection rates resulting from the Delta and Omicron variants. Nevertheless, our complementary segments enabled us to adapt under the pressure of a global crisis.

	Our multi-dimensional platform advantage sets us apart from competitors with singular business lines.







	(1) Based on our internal definition of cities; countries and cities metrics as of December 31, 2021.

2022 Proxy Statement 5


	Proxy Statement Summary


	Emerging as an all-weather company





	Uber today: stronger than ever

6 2022 Proxy Statement


Proxy Statement Summary
Proxy Statement Summary

Nominees for Board of Directors

You are being asked to vote on the election of the eleven directors listed below. Additional information about each nominee’s background and experience can be found beginning on page 25.


	Ronald Sugar^† Former Chairman and CEO, Northrop Grumman Age: 73 Board Tenure: 3.7 Years Committee Memberships: Nominating and Governance (Chair); Compensation	Revathi Advaithi* CEO, Flex Ltd. Age: 54 Board Tenure: 1.7 Years Committee Memberships: Audit

	Ursula Burns* Former Chairman and CEO, VEON Ltd. Age: 63 Board Tenure: 4.5 Years Committee Memberships: Audit; Nominating and Governance	Robert Eckert* Operating Partner, FFL Partners LLC Age: 67 Board Tenure: 2.0 Years Committee Memberships: Nominating and Governance; Compensation (Chair)

	Amanda Ginsberg* Former CEO, Match Group, Inc. Age: 52 Board Tenure: 2.1 Years Committee Memberships: Compensation	Dara Khosrowshahi CEO, Uber Age: 52 Board Tenure: 4.6 Years

SEC Form DEF 14A filed by Uber Technologies Inc.