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Airbnb (NASDAQ: ABNB) holders back board, reject dual-class sunset

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Airbnb, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders elected Nathan Blecharczyk, Alfred Lin and James Manyika as Class III directors for three-year terms, each receiving more than 3.7 billion votes in favor, with relatively small withhold levels.

Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with more than 3.86 billion votes in favor. On an advisory, non-binding basis, they approved compensation for named executive officers for 2025 by a wide margin.

Several stockholder proposals were not approved, including proposals on oversight of risks relating to digital services, reporting on discrimination in charitable support, a dual-class sunset, and reporting on risks of politicized divestments, all of which received far fewer votes in favor than against.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Nathan Blecharczyk 3,751,260,895 votes Election as Class III director at 2026 Annual Meeting
Votes for Alfred Lin 3,707,820,010 votes Election as Class III director at 2026 Annual Meeting
Votes for James Manyika 3,743,849,492 votes Election as Class III director at 2026 Annual Meeting
Auditor ratification votes For 3,861,857,267 votes Ratification of PwC as independent registered public accounting firm for 2026
Say-on-pay votes For 3,785,488,625 votes Advisory approval of 2025 named executive officer compensation
Dual-class sunset votes For 250,653,536 votes Stockholder proposal on dual-class sunset not approved
Digital services risk oversight votes For 2,132,237 votes Stockholder proposal on oversight of risks relating to digital services not approved
Politicized divestments report votes For 3,273,597 votes Stockholder proposal on risks of politicized divestments not approved
broker non-votes financial
"Nominee | For | Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory (non-binding) basis financial
"approved, on an advisory (non-binding) basis, the compensation of the Company's named executive officers"
dual-class sunset financial
"stockholder proposal regarding a dual-class sunset"
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders"
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Understanding 8-K Material Events →
0001559720false00015597202026-06-052026-06-05

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
FORM 8-K 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 5, 2026 
______________
Airbnb, Inc.
(Exact name of registrant as specified in its charter) 
______________

Delaware001-3977826-3051428
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

888 Brannan Street, 3rd Floor
San Francisco, California 94103
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (415) 510-4027

Not applicable
(Former name or former address, if changed since last report) 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
◻Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
◻Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
◻Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
◻Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
______________

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, $0.0001 par value per shareABNBThe Nasdaq Stock Market
________________
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


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Item 5.07.    Submission of Matters to a Vote of Security Holders.

On June 5, 2026, Airbnb, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter.

Proposal One: Election of Directors

The Company’s stockholders elected Nathan Blecharczyk, Alfred Lin and James Manyika as members of the Company’s board of directors as Class III directors for a three-year term. The results of the vote were as follows:

NomineeForWithheldBroker Non-Votes
Nathan Blecharczyk3,751,260,89559,052,50257,346,517
Alfred Lin3,707,820,010102,493,38757,346,517
James Manyika3,743,849,49266,463,90557,346,517
Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote were as follows:
ForAgainstAbstainBroker Non-Votes
3,861,857,2673,587,5272,215,119—
Proposal Three: Advisory Vote on the Approval of the Compensation of the Company’s Named Executive Officers
The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company's named executive officers for the fiscal year ended December 31, 2025, as disclosed in the Company's proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The results of the vote were as follows:
ForAgainstAbstainBroker Non-Votes
3,785,488,62523,678,8371,145,93557,346,517
Proposal Four: Stockholder Proposal regarding Oversight of Risks Relating to Digital Services
The Company’s stockholders did not approve a stockholder proposal regarding oversight of risks relating to digital services. The results of the vote were as follows:
ForAgainstAbstainBroker Non-Votes
2,132,2373,807,039,4201,141,73957,346,517


Proposal Five: Stockholder Proposal regarding Report on Discrimination in Charitable Support
The Company’s stockholders did not approve a stockholder proposal regarding reporting on discrimination in charitable support. The results of the vote were as follows:
ForAgainstAbstainBroker Non-Votes
1,424,3373,807,436,7841,452,27657,346,517



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Proposal Six: Stockholder Proposal regarding Dual-Class Sunset
The Company’s stockholders did not approve a stockholder proposal regarding a dual-class sunset. The results of the vote were as follows:
ForAgainstAbstainBroker Non-Votes
250,653,5363,558,926,151733,70957,346,517

Proposal Seven: Stockholder Proposal regarding Report on Risks of Politicized Divestments
The Company’s stockholders did not approve a stockholder proposal regarding reporting on risks of politicized divestments. The results of the vote were as follows:
ForAgainstAbstainBroker Non-Votes
3,273,5973,806,133,140906,66057,346,517




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SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AIRBNB, INC.
Date: June 11, 2026
By: /s/ BRIAN SAVAGE            
Brian Savage
Assistant Secretary




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Source: View Original Filing on SEC EDGAR

FAQ

What did Airbnb (ABNB) stockholders decide at the 2026 Annual Meeting?

Airbnb stockholders elected three Class III directors, ratified PricewaterhouseCoopers LLP as auditor for 2026, and approved executive compensation on an advisory basis. Several stockholder proposals on governance and social issues did not receive sufficient support and therefore were not approved.

Which directors were elected to Airbnb (ABNB)’s board in 2026?

Stockholders elected Nathan Blecharczyk, Alfred Lin and James Manyika as Class III directors for three-year terms. Each nominee received over 3.7 billion votes “For,” with tens of millions of votes “Withheld” and 57,346,517 broker non-votes recorded for each director election.

Did Airbnb (ABNB) stockholders approve the company’s auditor for 2026?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as Airbnb’s independent registered public accounting firm for the year ending December 31, 2026, with 3,861,857,267 votes “For,” 3,587,527 “Against,” and 2,215,119 “Abstain,” and no broker non-votes reported on this proposal.

How did Airbnb (ABNB) investors vote on executive compensation for 2025?

On an advisory, non-binding basis, stockholders approved the compensation of Airbnb’s named executive officers for 2025. The vote totaled 3,785,488,625 “For,” 23,678,837 “Against,” 1,145,935 “Abstain,” and 57,346,517 broker non-votes under the say-on-pay proposal.

Was the dual-class sunset stockholder proposal approved at Airbnb (ABNB)?

No. The dual-class sunset proposal was not approved. It received 250,653,536 votes “For,” 3,558,926,151 “Against,” 733,709 “Abstain,” and 57,346,517 broker non-votes, indicating significantly more opposition than support among voting shares on this governance change.

What happened to Airbnb (ABNB) stockholder proposals on digital services and charitable support?

Stockholders did not approve proposals on oversight of risks relating to digital services or on reporting discrimination in charitable support. Each received roughly 1–2 million votes “For” and more than 3.8 billion “Against,” along with 57,346,517 broker non-votes for both items.

How did Airbnb (ABNB) stockholders vote on politicized divestment risks?

The proposal requesting a report on risks of politicized divestments was not approved. Voting results were 3,273,597 “For,” 3,806,133,140 “Against,” 906,660 “Abstain,” and 57,346,517 broker non-votes, showing strong opposition relative to supporting votes among participating shareholders.

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