Uber Technologies : 2024 Annual Meeting of Stockholders Proxy Statement

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2024 Proxy Statement

And Notice of Annual Meeting of Stockholders

2024 Proxy Statement	Uber's Mission

Uber's Mission

We reimagine the way the world moves for the better

We are Uber. The go-getters. The kind of people who are relentless about our mission to help people go anywhere and get anything and earn their way. Movement is what we power. It's our lifeblood. It runs through our veins. It's what gets us out of bed each morning. It pushes us to constantly reimagine how we can move better. For you. For all the places you want to go. For all the things you want to get. For all the ways you want to earn. Across the entire world. In real time. At the incredible speed of now.

Our Values

Our values reflect who we are and where we are going. They guide our decision-making, unite and define our culture, and tell a story to the world about Uber's corporate purpose.

Do the right thing

Period.

Go get it

Bring the mindset of a champion.

Our ambition is what drives us to achieve our mission. How we define a champion mindset isn't based on how we perform on our best days, it's how we respond on our worst days. We hustle, embrace the grind, overcome adversity, and play to win for the people we serve. Because it matters.

Trip obsessed

Make magic in the marketplace.

The trip is where the marketplace comes to life. The earner, rider, eater, courier, and merchant are the people who connect in our marketplace - and we see every side. This requires judgment to make difficult trade-offs, blending algorithms with human ingenuity, and the ability to create simplicity from complexity. When we get the balance right for everyone, Uber magic happens.

Build with heart

We care.

We work at Uber because our products profoundly affect lives and we care deeply about our impact. Putting ourselves in the shoes of people who connect in our marketplace helps us build better products that positively impact our communities and partners. Our care drives us to perfect our craft.

Stand for safety

Safety never stops.

We embed safety into everything we do. Our relentless pursuit to make Uber safer for everyone using our platform will continue to make us the industry leader for safety. We know the work of safety never stops, yet we can and will challenge ourselves to always be better for the communities we serve.

See the forest and the trees

Know the details that matter.

Building for the intersection of the physical and digital worlds at global scale requires seeing the big picture and the details. Knowing the important details can change the approach, and small improvements can compound into enormous impact over time.

One Uber

Bet on something bigger.

It's powerful to be a part of something bigger than any one of us, or any one team. That's why we work together to do what's best for Uber, not the individual or team. We actively support our teammates, and they support us - especially when we hit the inevitable bumps in the road. We say what we mean, disagree and commit, and celebrate our progress, together.

Great minds don't think alike

Diversity makes us stronger.

We seek out diversity. Diversity of ideas. Identity. Ethnicity. Experience. Education. The more diverse we become, the more we can adapt and ultimately achieve our mission. When we reflect the incredible diversity of the people who connect on our platform, we make better decisions that benefit the world.

Letter from the Chairperson of the Board		i

Letter from the Chairperson of the Board

Dear Stockholders,

On behalf of our entire Board, we thank you for your continued support of Uber. 2023 was a standout year for Uber, with healthy growth across metrics such as Gross Bookings, Trips, and monthly active platform consumers, achieving record profits while supporting Drivers and Couriers, who earned nearly $62 billion on our platform during the year. We grew our Gross Bookings by 20% to $137.9 billion1 and had $1.9 billion in net income and $4.1 billion in Adjusted EBITDA. We reached our full-year GAAP operating profitability milestone and gained entry into the S&P 500 sooner than anticipated.

We continued to make strong progress in the regulatory environment. We affirmed Driver independence in the U.S. through legislation in three states, and we signed the first-ever sectoral collective bargaining agreements in France for Drivers and Couriers. We entered into a landmark, first-of-its-kind agreement with the New York Attorney General ensuring flexibility and important new benefits for Drivers across New York State.

We continued to engage with our stockholders and improve Uber's perception in the market, with strong support from large and high-quality institutions throughout 2023.

In 2023, we published a combined Environmental, Social, and Governance report and People and Culture report, as well as a Civil Rights Assessment. The Board continues to monitor our progress in these areas.

This year we managed our Chief Financial Officer transition smoothly, welcoming Prashanth Mahendra-Rajah while saying goodbye to Nelson Chai. We thank Nelson for his leadership through our transformation to a profitable public company. In addition, we added a new independent director this year, Turqi Alnowaiser, and we look forward to drawing on his tremendous global financial and operational experience.

2023 was an inflection point for Uber, as we continue to generate profitable growth at scale. We are using our momentum, and especially our ability to build with heart, to accelerate our growth. Our Board recently authorized the repurchase of $7 billion of the Company's common stock, a vote of confidence in the Company's strong financial momentum. Thank you for your investment as an Uber stockholder and your continued support. We look forward to your partnership on this journey together.

Sincerely,

Ronald Sugar

Independent Chairperson of the Board of Directors

Ronald Sugar

Chairperson of the

Board of Directors

"2023 was an inflection

point for Uber, as we continue to generate profitable growth at scale."

1 Growth percentage for Gross Bookings reflected on a constant currency basis.

Notice of 2024 Annual Meeting of Stockholders			1

Notice of 2024 Annual

Meeting of Stockholders

Meeting Information:

DATE & TIME

LOCATION

May 6, 2024	Virtual
8:00 a.m. Pacific Time	A live webcast of the Annual Meeting
will be available at
	www.virtualshareholdermeeting.com/UBER2024

RECORD DATE

March 13, 2024

Items of business:	Board's Recommendation:
• To elect the 11 director nominees named in this proxy statement.	FOR
• To approve, by non-binding vote, the compensation paid to the Company's named	FOR
executive officers (NEOs) as disclosed in this proxy statement (Say-on-Pay vote).
• To ratify the appointment of PricewaterhouseCoopers LLP as our independent	FOR
registered public accounting firm for 2024.
• To approve an amendment to the Company's Certificate of Incorporation adding a	FOR
provision regarding exculpation of officers in accordance with Delaware law.
• To consider and act upon the stockholder proposal described in this proxy statement,	AGAINST the
if properly presented at the 2024 Annual Meeting of Stockholders.	stockholder proposal

• To transact such other business as may properly come before the 2024 Annual Meeting of Stockholders.

Stockholders may participate in the 2024 Annual Meeting of Stockholders by logging in at www.virtualshareholdermeeting.com/UBER2024. Please see pages 2 and 84 of this proxy statement for additional information regarding participation in the virtual meeting.

Your vote is very important to us. You can be sure your shares are represented at the meeting if you are a stockholder of record by promptly voting electronically over the Internet or by telephone or by returning your completed proxy card in the pre-addressed,postage-paid return envelope (which will be provided to those stockholders who request to receive paper copies of these materials by mail) or, if your shares are held in street name, by returning your completed voting instruction card to your broker. If, for any reason, you desire to revoke or change your proxy, you may do so at any time prior to 11:59 p.m. Eastern Time on May 5, 2024. The proxy is solicited by the Board of Directors of Uber Technologies, Inc.

We cordially invite you to attend the meeting.

By Order of the Board of Directors,

Tony West

Chief Legal Officer and Corporate Secretary

San Francisco, CA

March 25, 2024

To Vote Prior to Annual Meeting:

By Internet

Go to www.proxyvote.com and follow the instructions

By telephone

Call 1-800-690-6903

By mail

Sign, date, and return your proxy card in the postage- paid envelope

2	2024 Proxy Statement	Important Information About Uber's Virtual Annual Meeting

Important Information About

Uber's Virtual Annual Meeting

Uber's 2024 Annual Meeting of Stockholders (Annual Meeting) will be conducted virtually, via live webcast. As a global company with stockholders located around the world, we are focused on providing convenient access and promoting attendance and participation. The Board of Directors (Board) believes that the virtual format enhances attendance and active participation regardless of where a stockholder lives. Similar to prior years, stockholders without an internet connection or a computer will be able to listen to the meeting by calling a toll-free telephone number.

We also intend to provide stockholders with the opportunity to communicate with the Board and management by submitting questions before and during the meeting on the virtual portal. A recording of the Annual Meeting will also be available on our Investor Relations website for one year following the Annual Meeting.

If you were a holder of record of Uber common stock at the close of business on March 13, 2024, you are entitled to participate in the Annual Meeting on May 6, 2024. Below are some frequently asked questions regarding our Annual Meeting.

How can I view and participate in the Annual Meeting? To participate, visit www.virtualshareholdermeeting.com/UBER2024 and log in with your 16-digitcontrol number included in your proxy materials.

When can I join the virtual Annual Meeting? You may begin to log in to the meeting platform beginning at 7:45 a.m. Pacific Time on May 6, 2024. The meeting will begin promptly at 8:00 a.m. Pacific Time on May 6, 2024.

How can I ask questions and vote? We encourage you to submit your questions and vote in advance by visiting www.proxyvote.com. Stockholders may also vote and submit questions virtually during the meeting (subject to time restrictions and to our Rules of Conduct). To participate in the meeting webcast visit www.virtualshareholdermeeting.com/UBER2024.

What if I lost my 16-digit control number? You will be able to log in as a guest. To view the meeting webcast visit www.virtualshareholdermeeting.com/UBER2024 and register as a guest. If you log in as a guest, you will not be able to vote your shares or ask questions during the meeting.

What if I don't have Internet access? Please call 1-877-346-6111(toll free) or 1-213-992-4622(international) to listen to the meeting proceedings. You will not be able to vote your shares or ask questions during the meeting.

What if I experience technical difficulties? Please call 844-986-0822(U.S.) or 303-562-9302(international) for assistance.

Where can I find additional information? For additional information about how to attend the Annual Meeting, please see "Additional Information" starting on page 84, which includes our Rules of Conduct for our Annual Meeting.

If there are questions pertinent to meeting matters that cannot be answered during the Annual Meeting due to time constraints, management will post answers to a representative set of such questions at investor.uber.com. The questions and answers will remain available until Uber's 2025 Proxy Statement is filed. We also encourage you to read our Annual Report on Form 10-K available at www.proxyvote.com.

Your vote is important to us!

Please vote today at www.proxyvote.com

Table of Contents		3

Table of Contents

Letter from the Chairperson of the Board	i
Notice of 2024 Annual Meeting of Stockholders	1
Proxy Statement Summary	4
2023 Platform Highlights	4
Nominees for Board of Directors	6
Corporate Governance Highlights	7
Executive Compensation Highlights	8
ESG Strategy and Oversight	9
Stockholder Engagement in 2023	13
Voting Agenda	15
Proposal 1 - Election of Directors	16
Director Nominees	17
Other Governance Matters	21
Director Skills, Experience, and Background	22
Corporate Governance	23
Board, Committee, and Director Performance	23
Corporate Governance Policies and Practices	25
Director Independence Determination	28
Committees of the Board of Directors	28
Board Oversight	30
Certain Relationships and Related Person Transactions	32
Communication with Directors and Executive Officers	33
Availability of Corporate Governance Documents	33
Director Compensation	34
Executive Officers	36
Security Ownership of Certain Beneficial Owners and
Management	37
Executive Compensation	39
Letter From Our Compensation Committee	39
Compensation Discussion and Analysis	40
Say-On-Pay Results and Stockholder Engagement	42
Compensation Philosophy, Objectives, & Governance	43
2023 Executive Compensation Program Key Components	47

Other Benefits	60
Other Compensation Matters	61
Compensation Committee Interlocks and Insider
Participation	62
Compensation Committee Report	62
CEO Pay Ratio	62
Compensation Tables	63
Summary Compensation Table	63
Grants of Plan-Based Awards Table	64
Outstanding Equity Awards as of December 31, 2023	65
Stock Option Exercises and Stock Vested During 2023	66
Potential Payments Upon
Termination or Change in Control	67
Pay versus Performance Table	69
Equity Compensation Plan Information	73
Proposal 2 - Advisory Vote to Approve 2023
Named Executive Officer Compensation	74
Proposal 3 - Ratification of Appointment of
Independent Registered Public Accounting Firm	75
Proposal 4 - Amendment of the Certificate of
Incorporation to Reflect Delaware Law Provisions
Regarding Exculpation of Officers	77
Proposal 5 - Stockholder Proposal to Prepare an
Independent Third-Party Audit on Driver Health and Safety	79
Additional Information	84
Annual Meeting Information	84
Rules of Conduct	87
2025 Annual Meeting Information	88
Other Matters	89
Appendix A - Supplemental Information About
Financial Measures	90
Non-GAAP Reconciliations	90
Key Terms for Our Key Metrics and Non-GAAP
Financial Measures	91

Forward-looking statements

This proxy statement contains forward-looking statements regarding our future business expectations, including our climate change- and sustainability-related goals and related time frames. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "hope," "intend," "may," "might," "objective," "ongoing," "plan," "potential," "predict," "project," "should," "target," "will," or "would" or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. These risks, uncertainties, and other factors relate to, among others: investments in new products or offerings, the availability and adoption of zero-emission vehicles and related infrastructure, the development of zero-emission vehicle technology, our ability to partner with cities, transit agencies, and micromobility providers, our financial performance and ability to invest in and provide resources to promote sustainable rides, our ability to attract Drivers, Couriers, consumers, and other partners to our platform, competition, and managing our growth and corporate culture, financial performance, our brand and reputation, other legal and regulatory developments, particularly with respect to our relationships with Drivers and Couriers and the impact of the global economy, including rising inflation and interest rates. For additional information on other potential risks and uncertainties that could cause actual results to differ from the results predicted, please see our Annual Report on Form 10-K for the year ended December 31, 2023, and subsequent quarterly reports and other filings filed with the Securities and Exchange Commission from time to time. All information provided in this proxy statement is as of the date of this proxy statement and any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. Undue reliance should not be placed on the forward-looking statements in this proxy statements, which are based on information available to us on the date hereof. We undertake no duty to update this information unless required by law.

4 Proxy Statement Summary

Mobility New Products Portfolio			Membership
		19M Members
			Members generate
			30% of Gross Bookings

Launched new features and announced market expansions	Launched Uber One in seven
across new Mobility Products. Mobility new products Gross	new markets, bringing total to 25
Bookings run-rate of $11 billion	markets globally

2023 Platform Highlights

Advertising				Teen Accounts on Uber

Launched Sponsored Items on Uber	Unlocked new demographic segment with
Eats to additional categories and	Teen Accounts, promoting safety,
markets. Advertising revenue run-rate	independence, and peace of mind
now exceeds $900 million

Proxy Statement Summary 5

A GLOBAL TECH PLATFORM AT MASSIVE SCALE

150M

+15%	Q4 2023
	MAPCs as of
year-over-year

$137.9B

Gross bookings	+20%2
	year-over-year

9.4B

Trips+24%

year-over-year

70+

Countries1

10K+

Cities1

1. Based on our internal definition of a city, which includes metropolitan areas that include several cities; countries and cities metrics as of December 31, 2023.
2. Growth percentages for Gross Bookings reflected on a constant currency basis.

6 Proxy Statement Summary

Nominees for Board of Directors

You are being asked to vote on the election of the 11 directors listed below. Additional information about each nominee's background and experience can be found beginning on page 17.

Ronald Sugar†		Dara Khosrowshahi
Former Chairman and CEO,		CEO, Uber
Northrop Grumman		Age: 54
Age: 75
	Board Tenure: 6.6 Years
Board Tenure: 5.7 Years		Committee Memberships: None
Committee Memberships: Nominating
and Governance (Chair); Compensation
Revathi Advaithi*		Wan Ling Martello*
CEO, Flex Ltd.		Co-founder and Partner, BayPine
Age: 56		Age: 65
Board Tenure: 3.7 Years		Board Tenure: 6.8 Years
Committee Memberships: Audit		Committee Memberships: Nominating
		and Governance; Compensation
Turqi Alnowaiser*		John Thain*
Deputy Governor and Head of		Former Chairman and CEO, CIT Group
International Investments Division,		Age: 68
The Public Investment Fund		Board Tenure: 6.5 Years
Age: 47		Committee Memberships: Audit (Chair)
Board Tenure: <1 Year
Committee Memberships: Audit

Ursula Burns*

Former Chairman and CEO, VEON Ltd.

Age: 65

Board Tenure: 6.5 Years

Committee Memberships: Audit;

Nominating and Governance

Robert Eckert*

Operating Partner, FFL Partners LLC

Age: 69

Board Tenure: 4.0 Years

Committee Memberships: Nominating

and Governance; Compensation (Chair)

Amanda Ginsberg*

Former CEO, Match Group, Inc.

Age: 54

Board Tenure: 4.1 Years

Committee Memberships: Compensation

David Trujillo*

Partner, TPG

Age: 48

Board Tenure: 6.8 Years

Committee Memberships: Nominating

and Governance; Compensation

Alexander Wynaendts*

Former CEO and Chairman, Aegon NV

Age: 63

Board Tenure: 3.0 Years

Committee Memberships: Audit

Note: Age and Board tenure measured as of March 25, 2024.

• Independent Chairperson of the Board * Independent Director

Proxy Statement Summary7

Corporate Governance Highlights

We strive to maintain the highest governance standards in our business. Our commitment to effective corporate governance is illustrated by the following practices:

New

WHAT WE DO

  Independent chairperson

  Ensure slate includes qualified women and minorities for every open Board seat

  Fully independent Audit, Compensation, and Nominating and Governance Committees that meet at least quarterly

  Annual elections for all directors

  Directors elected by majority vote in uncontested elections   Board oversight of management succession planning   Board, committee, and individual director evaluation process   Stock ownership guidelines for directors and executive officers

  Incorporate performance metrics tied to our cultural values, including safety, climate, and diversity, equity, and inclusion (DEI) metrics into executive compensation

  Clawback policy in our executive compensation program that exceeds the Securities and Exchange Commission (SEC) and New York Stock Exchange (NYSE) requirements

  Permit stockholders, who own at least 25% of the aggregate voting power of our securities and satisfy other requirements set forth in our bylaws, to call a special meeting

  Proxy access that allows a stockholder or a group of up to 20 stockholders continuously holding at least 3% of our voting stock for three years or more to nominate up to two directors or 20% of our Board

WHAT WE DON'T DO

 Dual class stock

 Allow hedging of Uber stock by directors or employees

 Allow pledging of Uber stock by directors or employees for margin loans or similar speculative transactions

 Have a stockholder rights plan (poison pill)  Have a classified Board

 Require a supermajority vote to amend our bylaws or certificate of incorporation

 Require a supermajority vote to remove directors

Board IndependenceGender DiversityEthnic Diversity

91%	36%	27%
Independent	Female	Ethnic minorities
Independent (10)	Female (4)	Ethnic minorities (3)
Non-Independent (1)	Male (7)	Not ethnic minorities (8)

of S&P 500 directors		of S&P 500 directors
85% are independent		33% are female
Board Tenure*	Director Age*
4.9	61
Avg. years of tenure		Avg. independent
> 5 years (6)		director age**
	45-55 years (3)
2-4 years (4)
	56-65 years (4)
0-2 years (1)
	66+ years (3)
7.8 of S&P 500 boards		63.3 independent S&P 500 directors
years is the average tenure		years is the average age of

24% of S&P 500 directors are ethnic minorities

Skills, Experience, & Background

11 Financial Expertise

11 Global Company Leadership

9 Sustainability & Human Capital Management

8 Consumer & Digital Experience

8 Innovation & High-Growth Experience

6Government, Policy, & Regulatory Experience

5Technology & Cybersecurity Experience

*Age and Board tenure measured as of March 25, 2024

**Does not include Mr. Khosrowshahi (54), as he is not an independent director