Airbnb | Dual-Class Sunset Proposal at Airbnb

Status
Filed
AGM date
Previous AGM date
Proposal number
6
Resolution details
Company ticker
ABNB
Lead filer
Comptroller of the City of New York
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Filer type
Shareholder
Company HQ country
United States
Resolved clause
Shareholders request that the Airbnb, Inc. (“Airbnb”) Board of Directors take all necessary steps to adopt and implement a sunset provision for Airbnb’s dual-class share structure, whereby all outstanding supermajority vote class B stock converts to one-vote-per-share common stock no later than seven (7) years from the date of the next annual meeting of shareholders, with no extension without approval by a majority of the votes cast of the one-vote-per-share common stock.
Supporting statement
Meaningful voting rights are fundamental to shareholder oversight. Without the ability to exercise voting power, independent shareholders cannot actually elect the Board of Directors and hold management accountable. The dual-class structure undermines equal treatment of all shareholders (one-share, one-vote), thereby entrenching control, reducing board accountability and responsiveness to independent shareholders. Airbnb maintains a multi-class share structure with unequal voting rights and has no time-based sunset provision. Class B common stock has twenty votes per share, compared with one vote per share for Class A. This structure gives the Company’s founders outsized control relative to their economic ownership. Directors Brian Chesky (CEO), Nathan Blecharczyk, and Joseph Gebbia, the founders of the Company, beneficially own approximately 30.5%, 29.7%, and 19.0%, of the company’s aggregate voting power, respectively. The founders are also parties to a voting agreement that requires each founder and his affiliated to vote their shares for the election of every founder to the board and to vote against their removal. As a result, the three founders, voting as a binding bloc, can determine the outcome of all director elections without the support of any other shareholders. Institutional investors and governance experts increasingly favor time-based sunset provisions. By mandating conversion to one-share-one-vote after a defined period, such provisions balance the desire to provide founders with stability in a company’s early development with the expectation that, over time, all shareholders should enjoy equal voting rights. A 2023 study found that while multi-class share structures may provide certain advantages shortly after an IPO, their drawbacks typically outweigh these benefits within six to ten years as governance and performance costs accumulate.1 Many U.S. companies have adopted such provisions; the Council of Institutional Investors’ September 2025 review lists 49 companies that adopted sunset provisions of 7 years or less.2 In a related example in August 2025, upon the triggering of its event-based sunset provision, Lyft eliminated its dual-class structure by converting all high-vote shares into one-vote-per-share common stock. The stock rose approximately 8% on the day of the announcement and, supported in part by strong third-quarter results, had gained about 68% through November 12, 2025—substantially outperforming the S&P 500 (+6%) and its competitor Uber (+2%) over the same period. Adopting a reasonable seven-year sunset at Airbnb would modernize its governance, strengthen accountability, and better align the company with shareholder interests. The New York City Pension Funds urge shareholders to vote FOR this proposal. 1 https://onlinelibrary.wiley.com/doi/full/10.1111/jfir.12311 2 https://www.cii.org//Files/publications/dual-class/Time-based%20Sunsets%20Review%20(updated%2025-Sep-2025).pdf

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