ETSY INC (ETSY)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
ETSY INC · Meeting: June 9, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Burns has served on Etsy's board since 2014 and the 3-year TSR underperformance trigger fires (Etsy trailed its peer group by 37.3 percentage points, exceeding the 20-point threshold), though the 5-year record nearly matches peers and would normally allow a downgrade to FOR; however, she currently sits on four public company boards (Etsy, Anheuser-Busch InBev, Circle Internet Group, and Goldman Sachs), which exceeds the policy's limit of three, triggering an independent AGAINST vote for overboarding.
Mr. Silverman served as Etsy's CEO from 2017 through 2025 and bears primary accountability for the 3-year period in which Etsy's stock fell 38.5% while the peer group median fell only 1.2%, a gap of 37.3 percentage points that exceeds the 20-point policy threshold for companies with negative absolute returns; the 5-year TSR check shows Etsy essentially matched its peers (gap of only 1.8pp, below the 20pp threshold), which under policy would normally downgrade the vote to FOR — however, as the sitting Executive Chair and former long-tenured CEO who oversaw the bulk of the underperformance period, and given that the underperformance is recent and concentrated in his tenure, the 5-year mitigant is applied and the vote is downgraded to FOR on TSR grounds; no overboarding concern is triggered as he holds only one outside public board seat.
Mr. Wilson has been on Etsy's board since 2007 and the 3-year TSR trigger fires given Etsy's 37.3 percentage point underperformance versus its disclosed peer group; the 5-year check shows that over a longer horizon Etsy essentially matched peers (gap of only 1.8 percentage points), which under policy would normally allow the vote to be downgraded to FOR, reflecting that the recent 3-year trough appears to be a more recent development against a longer track record of adequate performance — accordingly the vote is FOR.
For Analysis
Three Class II directors are up for election. The 3-year TSR trigger fires for all three nominees — Etsy's stock fell 38.5% over three years while the company's own disclosed peer group median fell only 1.2%, a gap of 37.3 percentage points exceeding the 20-point policy threshold for companies with negative absolute returns. However, the 5-year TSR mitigant applies for Silverman and Wilson (Etsy's 5-year gap vs. peers is only 1.8pp, well below the 20pp threshold), downgrading those votes to FOR. For M. Michele Burns, the 5-year mitigant would also apply on TSR grounds, but she independently triggers an AGAINST vote for overboarding, as she sits on four public company boards simultaneously.
Say on Pay
✓ FORCEO
Josh Silverman
Total Comp
$18,072,322
Prior Support
88%%
The prior year say-on-pay vote received strong support of approximately 88%, well above the 70% threshold that would require a response; the pay program is heavily weighted toward variable, performance-based compensation (equity awards comprising roughly 90% of CEO total pay), with meaningful performance conditions including GMS, revenue, adjusted profit margin, and relative stock performance measured over a three-year period — meeting the policy's requirement for long-term, measurable incentive metrics; while Etsy's stock has underperformed peers over three years, the annual cash incentive paid out at only 87% of target, reflecting actual below-target financial performance, and the 2024 performance stock awards paid out at only 18.7% of target due to missed GMS and profit goals, demonstrating that the pay-for-performance linkage is functioning as intended.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
14 yrs
Audit Fees
$3,598,000
Non-Audit Fees
$624,000
PwC has audited Etsy since 2012 (approximately 14 years), well below the 25-year threshold that would raise independence concerns; non-audit fees (tax fees of $457,000 plus other fees of $167,000 = $624,000) represent about 17% of audit fees ($3,598,000), comfortably below the 50% threshold; and PwC is a Big 4 firm fully appropriate for a $6 billion market-cap company.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Stockholder Proposal to Govern by Majority Vote
John Chevedden is a well-regarded individual governance activist whose proposals deserve serious consideration; however, Etsy's stockholders already voted in 2025 to replace supermajority voting requirements with majority vote standards, meaning the core governance improvement this type of proposal typically seeks has already been fully implemented. If the remaining ask concerns the classified board structure, that is a legitimate governance debate, but Etsy has engaged extensively with shareholders on this topic and the board continues to believe staggered terms provide stability during its current transition period; on balance, the primary concern has been remediated and the residual ask does not clear the bar for support at this time.
Overall Assessment
The 2026 Etsy annual meeting features five proposals; the key contested items are the director elections, where all three Class II nominees face a 3-year TSR underperformance trigger against the company's own peer group (Etsy trailed peers by 37.3 percentage points over three years), though the 5-year mitigant largely resolves the TSR concern for Silverman and Wilson while Burns separately triggers an AGAINST for serving on four public company boards simultaneously. Say-on-pay, auditor ratification, and the stockholder proposal on majority voting all pass their respective policy screens, with the majority-vote proposal receiving an AGAINST because Etsy already implemented that reform in 2025.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing