DEFA14A: Uber Urges Stockholders to Re-Elect Director David Trujillo Despite Attendance Shortfall

Uber defends director David Trujillo's attendance record and urges stockholders to vote for his re-election at the upcoming annual meeting.

Summary

• Uber is asking stockholders to vote for the re-election of David Trujillo to the Board of Directors at the 2024 Annual Meeting.
• While Trujillo attended less than 75% of Board and committee meetings in 2023, the company emphasizes his consistent attendance and contributions since joining the Board in 2017.
• The company attributes the 2023 shortfall to unexpected scheduling issues, noting he was only one meeting short of the 75% threshold for both Board and Compensation Committee meetings.
• The Board and the Nominating and Governance Committee have addressed the attendance issue with Mr. Trujillo, who has committed to improved attendance going forward.
• Uber highlights Trujillo's valuable expertise in technology, high-growth companies, and M&A, as well as his contributions to corporate governance enhancements.
• The Board completed its annual 360 Board evaluations, in which each director evaluated every other individual director, and Mr. Trujillo received strong positive feedback from his peer directors.
• The Board unanimously approved Mr. Trujillo’s nomination for reelection.

Sentiment

Score: 7

Explanation: The document conveys a positive sentiment towards David Trujillo and his contributions to the company, despite acknowledging his attendance shortfall. The Board's unanimous support and emphasis on his expertise contribute to the positive tone.

Positives

• David Trujillo has consistently attended Board and Committee meetings since 2017, exceeding the 75% threshold over the 2017-2022 period.
• He brings valuable expertise in technology, high-growth companies, and M&A to the Board.
• Trujillo has contributed to enhancing Uber's corporate governance practices.
• The Board unanimously supports his re-election.

Negatives

• David Trujillo attended less than 75% of the meetings of the Board and one of two board committees on which he served during 2023.
• His attendance in 2023 was an anomaly due to last minute, unexpected scheduling issues.

Risks

• Failure to re-elect David Trujillo could deprive the Board of his expertise and institutional knowledge.
• Continued attendance issues by Mr. Trujillo could negatively impact the Board's effectiveness.

Future Outlook

The Board expects that, absent a circumstance such as a medical or family emergency, directors will attend at least 75% of all Board and committee meetings and Mr. Trujillo has confirmed that his attendance will not be an issue going forward.

Management Comments

• Ronald Sugar, Independent Chairperson of the Board: 'We urge you to vote FOR the reelection of David Trujillo, which is set forth in Proposal 1 of our Proxy Statement. We believe voting for Mr. Trujillo is in the best interest of the Company and its continued success.'

Industry Context

In the tech industry, board members with expertise in high-growth companies and M&A are highly valued, as they can provide strategic guidance during periods of rapid expansion and potential acquisitions. Uber's emphasis on Trujillo's experience in these areas suggests they see his contributions as crucial for the company's continued growth and success.

Comparison to Industry Standards

• Attendance records for board members are often scrutinized by investors and governance watchdogs.
• While a 75% attendance threshold is generally considered acceptable, some companies may have higher expectations.
• For example, companies like Apple and Microsoft emphasize the importance of director attendance and engagement in their proxy statements.
• The fact that Uber is addressing Trujillo's attendance record directly suggests they are aware of the potential concerns and are taking steps to reassure investors.

Corporate Governance

Stakeholder Impact

• Re-electing David Trujillo is presented as being in the best interest of the company and its continued success, which would benefit shareholders.
• The document does not directly address the impact on employees, customers, suppliers, or creditors.

Next Steps

• Stockholders will vote on the re-election of David Trujillo at the Annual Meeting on May 6, 2024.

Key Dates

Keywords

David Trujillo, Board of Directors, re-election, attendance, corporate governance, proxy statement, Uber