UBER TECHNOLOGIES INC (UBER)
Sector: Industrials
2026 Annual Meeting Analysis
UBER TECHNOLOGIES INC · Meeting: May 4, 2026
Directors FOR
7
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
As Uber's CEO, Mr. Khosrowshahi sits on two outside public company boards (Expedia Group and Grab Holdings), which exceeds the policy limit of one outside board for a sitting CEO; the board has granted a policy exception, but the overboarding concern stands under this policy, which does not defer to internal exceptions.
Ms. Advaithi is the sitting CEO of Flex Ltd. and simultaneously serves on Uber's board, which counts as one outside board seat; that is within the one-outside-board limit for sitting CEOs, so the CEO overboarding rule is not triggered — correcting: she holds one outside board (Uber) while CEO of Flex, which is exactly at the limit; FOR is appropriate. No other flags apply.
Mr. Arora is the sitting CEO of Palo Alto Networks and serves on two outside public company boards (Uber and Compagnie Financiere Richemont S.A.), which exceeds the one-outside-board limit for sitting CEOs under this policy; the board has approved an exception, but this policy does not defer to company-granted exceptions on overboarding.
For Analysis
Long-tenured Independent Chairperson with strong credentials; Uber's 3-year total shareholder return of +74.1% outperforms the peer group median by +17.1 percentage points, well below the 65-point threshold needed to trigger a vote against; attendance is confirmed at 75% or above; holds one outside public board seat (Apple), within limits.
Joined the board in November 2023 (approximately 2.4 years of tenure); TSR trigger does not fire given Uber's strong relative performance versus peers; holds two outside public board seats (Lucid Group and Hapag-Lloyd), within the four-board limit for non-executive directors; attendance confirmed at 75% or above.
Long-tenured director with deep technology, global operations, and governance experience; Uber's 3-year total shareholder return of +74.1% outperforms the peer group median by +17.1 percentage points, well below the 65-point trigger threshold; holds two outside public board seats (IHS Holding and TSMC), within limits; attendance confirmed at 75% or above.
Compensation Committee Chair with relevant consumer and leadership experience; Uber's strong relative TSR performance does not trigger an against vote; holds two outside public board seats (Amgen and Levi Strauss), within limits; attendance confirmed at 75% or above.
Brings direct digital consumer and CEO experience relevant to Uber's platform business; Uber's relative TSR outperformance versus peers does not trigger any concern; holds two outside public board seats (ThredUp and Universal Music Group), within limits; attendance confirmed at 75% or above.
Audit Committee Chair with extensive financial expertise from senior roles at Goldman Sachs, NYSE, Merrill Lynch, and CIT Group; Uber's 3-year TSR outperforms peers, no TSR trigger applies; holds one outside public board seat (Deutsche Bank), within limits; attendance confirmed at 75% or above.
Former CEO of Aegon with deep financial services and regulatory experience well-suited to Uber's payments and international operations; Uber's relative TSR performance is strong and no trigger fires; holds two outside public board seats (Air France-KLM and Deutsche Bank), within limits; attendance confirmed at 75% or above.
The ten-director slate is broadly strong, with Uber's 3-year total shareholder return of +74.1% outperforming the compensation peer group median by +17.1 percentage points — far below the 65-point threshold required to trigger against votes on performance grounds. Two directors are voted against on overboarding grounds: CEO Dara Khosrowshahi sits on two outside public boards (exceeding the one-board limit for sitting CEOs), and Nikesh Arora, as CEO of Palo Alto Networks, also sits on two outside public boards. Revathi Advaithi as a sitting CEO (of Flex Ltd.) holds only one outside board seat (Uber), which is exactly at the limit, so no overboarding flag applies to her.
Say on Pay
✓ FORCEO
Dara Khosrowshahi
Total Comp
$35,595,826
Prior Support
N/A
CEO Dara Khosrowshahi received total compensation of approximately $35.6 million in 2025, which is elevated but broadly consistent with expectations for the CEO of a $152 billion global technology platform in its peer group (which includes Alphabet, Amazon, Meta, and Netflix); 96% of the CEO's target pay was variable and at risk, with more than 77.5% of his equity opportunity tied to performance-based stock awards and stock options — this is a high-quality pay mix that genuinely links executive outcomes to shareholder outcomes. Uber's 3-year total shareholder return of +74.1% outperforms the compensation peer group median of +57.0% by +17.1 percentage points, meaning above-benchmark incentive pay is justified by above-benchmark stock performance; the company also maintains a robust clawback policy that exceeds SEC and NYSE requirements, clear performance metrics tied to financial results and safety, and meaningful stock ownership requirements including a 10x salary requirement for the CEO.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP is a Big 4 firm appropriate for a company of Uber's scale and complexity; the proxy filing does not provide auditor fee tables or tenure disclosure in the sections provided, so the non-audit fee ratio trigger and tenure trigger cannot be confirmed and therefore do not fire — the default vote is FOR; no material restatements attributable to audit failure are disclosed.
Actual Vote Results
Meeting held May 4, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Revathi Advaithi | 99.5% | 1.5B | 8.2M | ✓ Elected |
| Turqi Alnowaiser | 99.4% | 1.5B | 9.1M | ✓ Elected |
| Alexander Wynaendts | 99.4% | 1.5B | 9.1M | ✓ Elected |
| John Thain | 99.4% | 1.5B | 9.7M | ✓ Elected |
| Ursula Burns | 98.6% | 1.5B | 21.2M | ✓ Elected |
| Amanda Ginsberg | 98.4% | 1.5B | 23.7M | ✓ Elected |
| Robert Eckert | 97.8% | 1.5B | 33.0M | ✓ Elected |
| Dara Khosrowshahi | 97.4% | 1.5B | 39.5M | ✓ Elected |
| Ronald Sugar | 91.9% | 1.4B | 121.1M | ✓ Elected |
| Nikesh Arora | 79.7% | 1.2B | 307.1M | ✓ Elected |
Say on Pay
For 1.4B · Against 94.3M · Abstain 3.0M
Auditor Ratification
For 1.7B · Against 26.9M · Abstain 3.1M
Other Proposals
Proposal 3
To approve, on an advisory basis, the frequency of the advisory vote on executive compensation
Overall Assessment
Uber's 2026 proxy presents a clean ballot on most fronts — the company's strong 3-year total shareholder return of +74.1% versus the peer median of +57.0% means no directors face performance-based against votes, the compensation program is heavily performance-linked and well-structured, and the auditor ratification raises no fee or tenure concerns from the available data. The two against votes in the director election are narrow governance flags: CEO Khosrowshahi and director Arora each serve as a sitting CEO of a public company while holding two outside public board seats, exceeding the one-outside-board limit this policy applies to sitting CEOs.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing