DEF: ThredUp Inc. Announces Details for 2025 Annual Stockholders Meeting

ThredUp Inc. will hold its 2025 Annual Meeting of Stockholders virtually on May 21, 2025, to elect directors and ratify the appointment of its independent accounting firm.

Summary

• ThredUp Inc. will hold its 2025 Annual Meeting of Stockholders on May 21, 2025, at 12:30 p.m. Pacific Time, via a live interactive audio webcast.
• Stockholders of record as of March 28, 2025, are entitled to vote.
• The meeting will address the election of three Class I directors, the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2025, and any other business that may properly come before the meeting.
• The Board recommends voting FOR the election of Ian Friedman, Timothy Haley, and Coretha Rushing as Class I directors and FOR the ratification of Deloitte & Touche LLP's appointment.
• The company expects to mail the Notice of Internet Availability of Proxy Materials on or about April 7, 2025.
• As of the record date, there were 94,806,155 shares of Class A common stock and 22,974,630 shares of Class B common stock outstanding.
• The company is an emerging growth company and a smaller reporting company, which allows for reduced reporting requirements.
• Stockholder proposals for the 2026 annual meeting must be received by December 8, 2025, for inclusion in the proxy statement.
• The company's Board held four meetings in 2024.
• The company has established an Audit Committee, a Compensation Committee, and a Nominating and ESG Committee.
• The company maintains a Non-Employee Director Compensation Policy.
• The company has adopted a compensation recovery policy (the Clawback Policy).
• The company has adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees, contractors and other personnel providing services to ThredUp.

Sentiment

Score: 7

Explanation: The document is a standard corporate communication with a neutral to slightly positive tone, reflecting routine business activities and a commitment to good governance.

Positives

• The company is committed to sustainable and ethical business practices, implementing ESG policies and goals.
• The company has a governance structure to promote responsibility and accountability for ESG matters.
• The company has an independent chair to lead the Board of directors.
• The company has formally adopted and published its Code of Conduct.
• The company has established a whistleblower program for compliance, ethics and fraud.
• The company has a formal internal enterprise risk management process to highlight emerging risks and oversee risk mitigation efforts across the organization.
• The company maintains an information security program that includes physical, technical and administrative safeguards designed to protect customer and employee data.
• The company maintains Payment Card Industry Data Security Standard (also known as PCI DSS) merchant compliance through all our different channels of commerce.
• The company requires all employees and contractors with access to our systems to complete a cybersecurity awareness training on an annual basis.

Future Outlook

The document outlines the procedures and deadlines for stockholder proposals for the next annual meeting, indicating a continuation of corporate governance practices.

Management Comments

• James Reinhart, Chief Executive Officer, expresses gratitude for stockholders' ongoing support.
• The Board believes that with Ms. Nakache’s experience as a current and former director of numerous privately held consumer growth and technology companies, as well as her significant knowledge of the industry in which we operate, she brings abundant governance expertise and business acumen that helps ensure strong independent oversight and effective collaboration among the directors.
• Our Board believes that separating these roles is appropriate as it allows us to pursue strategic and operational objectives while maintaining effective oversight and objective evaluation of corporate performance.

Industry Context

The document reflects standard corporate governance practices for publicly traded companies, including the solicitation of proxies, election of directors, and appointment of auditors. The company's focus on ESG and sustainable practices aligns with increasing investor interest in these areas.

Comparison to Industry Standards

• The company's corporate governance practices, such as having an independent board chair and audit committee, align with best practices observed in companies like Netflix, Inc., Zuora, Inc., and Uber Technologies, Inc.
• The company's compensation policies, including equity grants and clawback provisions, are similar to those of other publicly traded technology companies such as Box, Inc., GlobalFoundries Inc., and Resideo Technologies, Inc.
• The company's ESG initiatives, such as promoting resale and reducing fashion waste, are comparable to those of other companies in the fashion and retail industries, such as Tapestry, Inc. and Gap, Inc.

Related Party Transactions

• The company is party to a tenth amended and restated investors rights agreement, dated February 16, 2021 that provides, among other things, that certain holders of our capital stock, including entities affiliated with Global Private Opportunities Partners, Highland Capital Partners, Redpoint Ventures, Trinity Ventures and Upfront Ventures, each a current or former holder of more than 5% of our outstanding capital stock, and Norman Matthews, a former member of our Board, have the right to demand that we file a registration statement or request that their shares of our capital stock be included on a registration statement that we are otherwise filing.

Stakeholder Impact

• Shareholders are asked to vote on key proposals, influencing the company's direction.
• Employees are impacted by executive compensation and benefit plans.
• The company's ESG efforts aim to benefit the environment and society.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will announce preliminary results at the Annual Meeting.
• The company will disclose final results by filing a Current Report on Form 8-K within four business days after the Annual Meeting.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Directors, Deloitte & Touche LLP, Corporate Governance, ESG, Executive Compensation, ThredUp