Maplebear (CART) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for May 22, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• 2025 financials: GTV $37.2B (+11% YoY), revenue $3.74B (+11%), net income $447M (-2%), adjusted EBITDA $1.09B (+23%).

• Customer base reached 26M in 2025, with 2,200+ retail banners and 9,000+ active brands.

• Focus on technology investment, profitable growth, and stakeholder value creation.

Voting matters and shareholder proposals

• Election of two Class III directors (Meredith Kopit Levien and Lily Sarafan) for terms expiring 2029.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay).

Board of directors and corporate governance

• Board comprises eight directors post-meeting, with staggered three-year terms.

• All directors except CEO are independent; committees (Audit, Compensation, Nominating/Governance) are fully independent.

• Lead Independent Director role rotates; Ravi Gupta currently serves.

• Board diversity: 44% women, 22% underrepresented minorities.

• Regular board refreshment and annual self-evaluations.