Airbnb, Inc.

The proposal requests that the Board commission an evaluation and publish a report within one year analyzing how the company oversees risks related to denying or restricting service to users based on religious or political status or views under ‘‘hate speech,’’ ‘‘misinformation,’’ and related policies. The proponent’s supporting statement cites concerns about vague policy terms, potential collusion with government, and reputational and legal risks from discriminatory enforcement. It asks the Board to explain oversight structures, identify how such policies affect users’ exercise of civil rights, and disclose how the Company manages related risks, excluding proprietary information and litigation admissions. The requested report is intended to provide stockholders with transparency on governance, policy application, and risk mitigation regarding content-based exclusions.

The proposal asks the Company to conduct an evaluation and publish a report within one year analyzing benefits, costs, and the legal, reputational, competitive, and other relevant risks associated with Airbnb’s charitable support. The supporting statement raises concerns that certain corporate charitable partnerships—citing the Human Rights Campaign as an example—may promote contentious social initiatives and expose the Company to reputational and market risks. The requested report would be limited to reasonable expense and would exclude proprietary or confidential information. The intent is to provide stockholders insight into how charitable giving decisions may affect brand, employee sentiment, compliance, and other business risks.

The proposal requests that the Board implement a time-based sunset provision under which all Class B super-voting shares convert to one-vote-per-share common stock within seven years of the next annual meeting, with any extension requiring approval of one-vote-per-share holders. The proponent argues that dual-class structures entrench founder control and diminish accountability, and cites studies and recent corporate examples to support a limited-duration sunset. The request aims to align voting rights with economic ownership over time while acknowledging founders’ need for early stability. The proposal focuses on board governance, shareholder rights, and mechanisms to improve accountability and long-term alignment.

The proposal requests an annual report, prepared at reasonable expense and excluding confidential information, analyzing how the Company oversees legal and reputational risks associated with politically-motivated divestments and activist pressure. The supporting statement references prior instances where Airbnb faced activist campaigns over listings and cites external pressures following geopolitical events as examples of potential politicization. The requested analysis would describe governance, risk management, and mitigation practices the Company uses to address such external activist-driven risks and their potential impacts on brand and shareholder value. The report is intended to increase transparency about how Airbnb evaluates and responds to politicized external campaigns that could affect operations and reputation.