Sector: Consumer Discretionary
AIRBNB INC CLASS A · Meeting: June 5, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Nathan Blecharczyk, Alfred Lin and James Manyika as Class III Directors
Blecharczyk is a co-founder and Chief Strategy Officer with deep company knowledge; the 3-year TSR gap of -36.9pp versus the peer group median does not exceed the 65pp threshold required to trigger a vote against for companies with strong positive absolute TSR (ABNB's 3-year return is +20.1%), and all meeting attendance requirements are met.
Lin is an independent director with relevant venture capital and technology scaling experience; the 3-year TSR gap of -36.9pp versus the peer group median does not exceed the 65pp threshold for a strong positive absolute TSR company, and all meeting attendance requirements are met.
Manyika joined in September 2023, which is within the 24-month new-director exemption window from the date of the 2026 annual meeting, so the TSR trigger does not apply; his background in AI, technology research and consulting at Google and McKinsey provides relevant expertise.
All three Class III nominees pass the policy screens. The 3-year absolute TSR of +20.1% places ABNB in the strong-positive tier, requiring a 65pp underperformance gap versus the named peer group to trigger a vote against — the actual gap of -36.9pp does not reach that threshold. Manyika is additionally exempt as a director who joined within the past 24 months. No overboarding, independence, attendance, or familial relationship concerns are identified for any nominee.
CEO
Brian Chesky
Total Comp
$242,122
Prior Support
97.3%%
CEO Brian Chesky's total reported compensation of $242,122 consists almost entirely of personal security costs — his base salary is $1 and he receives no bonus or new equity grants, as his pay is governed by a 10-year performance stock award granted in 2020 that requires the stock price to reach progressively higher hurdles up to $485 per share before any value is received. For the other named executives, pay is heavily weighted toward long-term equity (approximately 95% variable), bonus payouts of 100% of target were tied to measurable operational and financial goals, and the compensation structure includes a meaningful clawback policy and robust stock ownership requirements. Prior-year Say-on-Pay support was an exceptionally high 97.3%, and no material structural concerns are identified.
Auditor
PricewaterhouseCoopers LLP
Tenure
15 yrs
Audit Fees
$11,480,000
Non-Audit Fees
$1,870,000
PwC has served as Airbnb's auditor since 2011 (approximately 15 years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees (tax fees of $1,500,000 plus other fees of $370,000 = $1,870,000) represent approximately 16% of audit fees ($11,480,000), comfortably below the 50% threshold. PwC is a Big 4 firm appropriate for a company of Airbnb's size and complexity, and no material restatements are noted.
4 proposals submitted by shareholders
Proposal 4
The filer is Ridgeline Research LLC acting on behalf of the American Conservative Values ETF, a known ideologically motivated conservative filer. Under our policy, proposals submitted by ideological filers — whether conservative or progressive — are voted against regardless of the surface framing, because they serve political advocacy goals rather than neutral fiduciary interests. A neutral institutional investor would not frame a content-moderation risk report around protecting politically controversial figures from platform enforcement. This proposal is voted against on filer identity alone.
Proposal 5
The filer is Bowyer Research acting on behalf of The Heritage Foundation, a well-known conservative advocacy organization. Under our policy, proposals from ideologically motivated filers on either side of the political spectrum are voted against because they serve political rather than fiduciary goals. This proposal is transparently aimed at pressuring Airbnb to distance itself from LGBTQ+-supportive organizations — a political and social objective, not a shareholder value objective — and is voted against on filer identity alone.
Proposal 6
The New York City Comptroller, acting on behalf of the NYC Pension Funds, is a credible mainstream institutional investor filing a governance structural proposal. Airbnb maintains a dual-class share structure where Class B shares carry 20 votes per share, giving the three co-founders (Chesky, Blecharczyk, Gebbia) approximately 79% of total voting power despite owning a much smaller economic interest, with a binding founder voting agreement that locks in their collective control over all director elections. A 7-year time-based sunset converting all Class B shares to one-vote-per-share is a mainstream governance improvement — the Council of Institutional Investors lists 49 companies that have adopted such provisions, and academic research cited in the proposal shows governance and performance costs of dual-class structures typically outweigh benefits beyond 6-10 years post-IPO. Airbnb has been public since December 2020, meaning by the time a 7-year sunset would take effect the company will have been public for over 12 years, making this a reasonable and proportionate ask that would bring the company in line with normal one-share-one-vote governance without disrupting near-term operations.
Proposal 7
Based on the filing context and the title referencing 'politicized divestments' — a framing characteristic of conservative advocacy organizations that oppose ESG-related corporate decisions — this proposal has the hallmarks of an ideologically motivated conservative filer. The proposal title and its placement alongside other conservative advocacy proposals (Proposals 4 and 5 from the American Conservative Values ETF and The Heritage Foundation) strongly indicates it originates from a similar ideological source. Under our policy, proposals from ideologically motivated filers are voted against regardless of surface framing, as they serve political rather than neutral fiduciary goals.
The 2026 Airbnb annual meeting ballot is straightforward on the standard governance proposals — all three Class III director nominees pass the TSR and independence screens, the auditor PwC clears all fee ratio and tenure tests, and Say-on-Pay earns strong support given the CEO's minimal reported pay and the performance-oriented structure for other executives. The most consequential vote is Proposal 6, where a credible institutional pension fund (NYC Comptroller) has submitted a well-grounded dual-class sunset proposal that deserves shareholder support given Airbnb's founders hold approximately 79% of voting power with no time limit, while Proposals 4, 5, and 7 are voted against as they originate from ideologically motivated conservative filers pursuing political rather than fiduciary objectives.
13 companies disclosed in 2026 proxy filing
