Good morning, welcome to Etsy's Annual Meeting of Stockholders. Thank you for joining us today. I'm Kruti Patel Goyal, Etsy's CEO, and a member of the Board of Directors. Joining me today at the meeting are Lanny Baker, Etsy's Chief Financial Officer, Colin Stretch, Etsy's Chief Legal Officer and Corporate Secretary, and Josh Silverman, Etsy's Executive Chair of the Board, who I'll now ask to acknowledge our other Board members. Hi, everyone. This is Josh, welcome to our stockholders. I'd also like to acknowledge the other members of Etsy's Board who are present at the meeting today: Andy Ballard, Marla Blow, Gary Briggs, Michele Burns, Melissa Reiff, David Rosenblatt, Peggy Smyth, Marc Steinberg, and Fred Wilson. I'll turn it back over to Kruti. Thanks, Josh. The formal portion of our meeting will proceed in a moment. Following the adjournment of the formal portion of our meeting, we will have a brief Q&A period. Deb Wasser, our Vice President of Investor Relations, will help us moderate questions. I'll also acknowledge that Mary Davis is here from PricewaterhouseCoopers, our independent auditor. Ms. Davis has confirmed that she does not have a separate statement to make, and she will be available to answer questions during the Q&A period. Additionally, Tracy Oates from Broadridge is participating as our Inspector of Election for today's meeting. The Inspector of Election has signed the necessary oath of office. I'll now turn the meeting over to Colin, who is acting as Secretary of the meeting, to cover the formal business of the meeting. Thanks, Kruti, and good morning, everyone. We will begin today's meeting with a presentation of the proposals described in our Proxy Statement, followed by the reporting of preliminary voting results and Q&A. I've received affirmation that notice of this meeting was properly given as of April 17th, 2026, to our stockholders. The affidavits of mailing will be incorporated into the minutes of this meeting. All stockholders of record at the close of business on the record date are entitled to vote at this annual meeting. I've also been informed by Broadridge that a quorum is present. The agenda and rules of conduct for the meeting are posted on the annual meeting portal. We ask that you follow these rules to help the meeting run smoothly. We will address appropriate questions during the Q&A portion of the meeting. If you have a question, please submit it by entering it into the text box on the annual meeting portal. Only stockholders who have logged into the virtual meeting website using their control number may submit questions or comments. The polls are open, and you can vote online through the annual meeting portal anytime until I announce that the polls are closed. There are five items of formal business for presentation at today's meeting. The first item of business today is the re-election of three Class II directors. The board has nominated and recommends that stockholders re-elect M. Michele Burns, Josh Silverman, and Fred Wilson as Class II directors, each to serve until our 2029 annual meeting of stockholders and until their respective successors have been elected and qualified, or until they resign, die, or are removed from our board. The second item of business is the approval on an advisory basis, the executive compensation of our named executive officers. The board recommends that stockholders approve the compensation of our named executive officers. The third item of business is the ratification of the appointment of PricewaterhouseCoopers as Etsy's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The board recommends that stockholders ratify the appointment of PricewaterhouseCoopers. The fourth item of business is the approval of an amendment to our 2024 Equity Incentive Plan to increase the number of shares of our common stock available for issuance under the plan. The board recommends that stockholders approve the amendment to our 2024 Equity Incentive Plan. The fifth item of business is to consider, on an advisory vote, a stockholder proposal to govern by majority vote submitted by Mr. John Chevedden. The stockholder proposal and supporting statement are set forth in our proxy statement. In keeping with procedural rules and annual meeting protocols, we'll now turn the line over to Mr. Chevedden to present this proposal in the two minutes allotted. Hello, this is John Chevedden. Proposal 5, govern by majority vote. Shares request the board of directors takes each step necessary so that each voting requirement in our charter and bylaws that is explicit or implicit due to default of state law that calls for a greater than simple majority vote be replaced by a requirement for a majority of votes cast for and against proposals or a simple majority. This means the closest standard to a majority of the votes cast for and against such proposals. This proposal includes that Etsy shall state in its governing documents that it shall not have any supermajority voting standards, which includes default supermajority voting standards upon adoption of this proposal. Shares are willing to pay a premium for shares of companies that have excellent corporate governance. The supermajority voting requirements, like those of Etsy, have been found to be one of six entrenching mechanisms that are negatively related to company performance, according to What Matters in Corporate Governance by Lucian Bebchuk of the Harvard Law School. Supermajority requirements can be used to block proposals supported by most shareholders. Etsy has ranked only three for shareholder rights, with 10 being the best possible score. Etsy shareholders need to have more rights, like the right to elect each director annually and the right to call for a special shareholder meeting. This majority vote proposal topic won from 74%-88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, and Macy's. These votes would have been higher than 74%-88% support if more shareholders had access to independent proxy voting advice. This majority vote topic also received impressive 98% support at annual meetings of Domino's Pizza, FMC Corporation, ConocoPhillips, Masco Corporation, and Power Integrations without any special effort by the proponent. Please vote yes, governed by a majority vote, Proposal 5. Thank you. The company statement in opposition to the proposal is included in the Proxy Statement. The board recommends that stockholders vote against the advisory stockholder proposal to govern by majority vote. There were no other proposals submitted in advance of the meeting, that concludes the matters to be voted on. If you have already voted, there is no need to vote now unless you would like to change your vote. If you have not voted and you'd like to, please click the Vote Now button located at the center of the screen directly below the media player. You will need the control number that you used to join the meeting. We'll pause for a moment to give anyone who hasn't yet voted a chance to vote. The polls are now closed. We will now read the preliminary vote report with respect to the items voted on at this meeting. Based on the report received from the Inspector of Election, our preliminary results indicate that M. Michele Burns, Josh Silverman, and Fred Wilson have each been reelected as Class II directors. The compensation of our named executive officers has been approved on an advisory basis. Stockholders have ratified the appointment of PricewaterhouseCoopers as our independent registered public accounting firm for 2026. Stockholders have approved the amendment to our 2024 Equity Incentive Plan, and stockholders have rejected, on an advisory basis, a stockholder proposal to govern by majority vote. We expect to report the final vote results for the items presented at this meeting that are certified by our Inspector of Election in a filing with the SEC within four business days. This concludes the business of the meeting, the formal portion of the meeting is adjourned. We will now turn to Q&A. As a reminder, our responses to questions today may include forward-looking statements. Forward-looking statements involve risks, uncertainties, and other important factors, certain of which are described in our SEC filings, including in our 2025 annual report on Form 10-K, and our actual results may differ materially. Any forward-looking statements that we make on this call are based on our beliefs and assumptions today, we disclaim any obligation to update them. I'll now turn this over to Deb. If you have not already submitted a question and wish to do so, please enter your question now into the text box on the annual meeting portal. The first question I will read is from a shareholder who's asking, "Please advise Etsy's response to sellers. Independent business commissioners have criticized the company for destroying small businesses by withholding revenue without clear explanation." Josh, I would like if you could respond to that one, please. Sure. We work hard to pay out our sellers as quickly as practical because we know that receiving funds is very important to them on a timely basis, we balance that with the safety and security of the marketplace to ensure that we have appropriate controls in place to protect both buyers and sellers. On average, we pay out much more quickly than most two-sided marketplaces like ours. We do assess the risk of each individual transaction and each individual seller and do hold funds at times for transactions or sellers that are perceived in that moment to be high risk. We continue to work to get better and better at this as we go to ensure the safety of the marketplace for everyone. Thanks for the question. Thanks, Josh. The second question I'm going to combine with another question, which is also related to safety and security of the marketplace. We were asked about how we manage controversial items or insensitive merchandise, such as those celebrating controversial news events. Also connected to that was a comment from a different shareholder relating to increased controversy surrounding the Southern Poverty Law Center. I'm going to turn it to Colin to talk a little bit about safety and security, trust and safety issues on the marketplace. Thanks, Deb. We aspire to create a marketplace that prioritizes creativity, and oftentimes that creativity expresses views on current events, oftentimes controversial events. That said, we do try very hard to ensure that the marketplace remains safe, and therefore, we have a set of standards that we apply to listings to ensure that anything that qualifies, for example, as hate speech is not permitted on the site. In making those determinations, which can often be very nuanced and difficult, we take into account many organizations and reports and the like to ensure that we are current on how hate speech is evolving in the modern digital ecosystem. The North Star in all of this work is to ensure that we have a marketplace that is safe for buyers and allows sellers to express themselves through their creative pursuits. Great. Thank you, Colin. The last question was really a shareholder was offering us an idea to help make our stock increase, and I would love if you could please email us at ir@etsy.com, and we will absolutely take a look and share that with the team here. There are no more questions submitted that adhere to the rules of conduct for this meeting. Kruti? Thanks, everyone. The meeting is now adjourned. This concludes today's meeting. You may now disconnect.
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