DEF: Eventbrite Shareholders to Vote on Director Elections, Auditor Ratification, and Executive Pay at 2025 Annual Meeting

Eventbrite's 2025 Annual Meeting of Shareholders will address director elections, auditor ratification, executive compensation, and other business.

Summary

• Eventbrite is holding its 2025 Annual Meeting of Shareholders on June 5, 2025, virtually.
• Shareholders will vote on the election of Jane Lauder and April Underwood as Class I directors, the ratification of Moss Adams LLP as the independent auditor, and an advisory vote on executive compensation.
• The Board recommends voting FOR all proposals.
• In 2024, Eventbrite powered over 4.7 million events and facilitated 84 million paid tickets.
• The company simplified its pricing structure by eliminating per-event organizer fees and reinstating its free tier in September 2024.
• Eventbrite enhanced its platform with features like timed entry, improved Eventbrite Ads (which grew 83% in 2024), and Instant Payouts.
• Julia Taylor has resigned as General Counsel, effective May 2, 2025, and Lisa Gorman has been appointed as the new General Counsel.
• The company's executive compensation program is designed to reward performance, align executive interests with shareholders, and maintain a competitive program.
• The Compensation Committee did not award any cash incentive payouts to named executive officers for 2024 performance due to not achieving any of the metrics under the plan.
• The company has adopted a compensation recovery (clawback) policy as required by Rule 10D-1 under the Exchange Act and the corresponding listing standard adopted by the New York Stock Exchange.

Sentiment

Score: 6

Explanation: The document presents a mixed sentiment. While there are positive aspects such as growth in Eventbrite Ads and commitment to corporate responsibility, the failure to meet bonus plan metrics and the resignation of the General Counsel temper the overall outlook.

Positives

• Eventbrite is committed to its creator communities, employees, corporate governance, and environmental impact, as detailed in its Corporate Responsibility Update.
• The company has a strong and effective executive team with a mix of experience and expertise.
• The Board is composed of mostly independent directors, with a lead independent director.
• Eventbrite has implemented thoughtful corporate governance practices aligned with its business and the long-term interests of shareholders.
• The company offers a 401(k) plan with matching contributions to its employees.
• Eventbrite has a policy prohibiting hedging or pledging of company stock for current employees and directors.
• Eventbrite Ads grew 83% in 2024.

Negatives

• The company did not achieve any of its metrics under the 2024 bonus plan, resulting in no cash incentive payouts to named executive officers.
• Julia Taylor has resigned as General Counsel, effective May 2, 2025.

Risks

• The proxy statement contains forward-looking statements that are subject to known and unknown risks, uncertainties, and other factors.
• The company faces risks related to strategic, financial, business and operational, legal and compliance, and reputational matters.
• The company's success depends on its ability to attract, motivate, incentivize, and retain critical talent.
• The company needs to achieve threshold revenue of $350 million for any portion of the 2024-2026 PSUs to fund with respect to the first year in the performance period, and year-over-year revenue growth of at least 10% in each of fiscal 2025 and 2026 for any portion of the awards to fund with respect to the second and third years in the performance period, respectively.

Future Outlook

The company aims to continue transforming Eventbrite into a thriving marketplace by empowering creators and enhancing event discovery for consumers.

Management Comments

• We are pleased to invite you to attend Eventbrite, Inc.'s 2025 Annual Meeting of Shareholders, which will take place online via a live interactive audio webcast on June 5, 2025 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.
• On behalf of our Board of Directors and our executive team, thank you for your ongoing support and continued interest in Eventbrite.

Industry Context

Eventbrite operates in the experience economy, connecting creators and consumers through live events. The company faces competition from other ticketing and event management platforms.

Comparison to Industry Standards

• The peer group for executive compensation includes companies like Agilysys, Nextdoor Holdings, Udemy, BigCommerce Holdings, QuinStreet, Upwork, BlackLine, Rover Group, Yext, Bumble, Shutterstock, ZipRecruiter, Cars.com, Sprout Social, and Coursera.
• The Compensation Committee considered Eventbrite's financial size relative to the peer group and used a combination of compensation data drawn from the companies in the peer group and from technology companies with revenues of approximately $200 million to approximately $975 million drawn from the Radford High-Tech Industry Executive Compensation Survey to evaluate the competitive market for executive talent.

Management Changes

Related Party Transactions

• Since January 1, 2024, Eventbrite has made aggregate payments to Stripe of approximately $3.9 million for payment services.

Stakeholder Impact

• Shareholders are asked to vote on key proposals that will impact the company's governance and executive compensation.
• The company's performance and strategic initiatives will affect creators, consumers, employees, and other stakeholders.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The Board and Compensation Committee will consider the outcome of the say-on-pay vote when making future executive compensation decisions.
• The company will continue to focus on transforming Eventbrite into a thriving marketplace.

Key Dates

Keywords

Eventbrite, shareholders, annual meeting, directors, executive compensation, proxy statement, corporate governance, Moss Adams, equity awards, paid tickets, events