[8-K] DoorDash, Inc. Reports Material Event

Rhea-AI Filing Summary

DoorDash (NASDAQ:DASH) filed an 8-K reporting the results of its 24 June 2025 annual shareholder meeting.

• All four Class II directors—Jeffrey Blackburn, John Doerr, Andy Fang and Diego Piacentini—were elected with 87-98% support.
• Shareholders ratified KPMG LLP as independent auditor for FY 2025 with 99.5% approval.
• The advisory say-on-pay proposal garnered 95.7% support.
• A charter amendment adding officer exculpation under Delaware law passed with 79.1% support, limiting certain monetary liability for company officers.

No financial metrics were disclosed; the filing focuses solely on governance outcomes that may affect future litigation exposure and board accountability.

Positive

• Approval of officer exculpation charter amendment may reduce future litigation costs and align with updated Delaware statutes.
• Say-on-pay received 95.7% support, reflecting strong investor confidence in executive compensation practices.

Negative

• A notable 19% of shares opposed the exculpation amendment, highlighting governance concerns that could draw future activist scrutiny.

Insights

Corporate Governance Expert

TL;DR: Shareholders back management; exculpation trims liability but weakens oversight.

Overwhelming support for directors, auditor and pay indicates investor satisfaction with current stewardship. The key change is officer exculpation (664.9 M For, 156.8 M Against). It aligns the charter with recent Delaware law, potentially lowering litigation costs and executive risk premiums. Yet nearly one-fifth opposition signals concern that reduced personal liability could impair accountability in future disputes. The board avoided a close vote, but the dissent level is high enough that governance-focused funds may monitor compensation and risk controls more closely over the next cycles.

Event Analyst

TL;DR: Limited near-term market impact; governance tweak worth tracking.

This 8-K lacks earnings data, so price reaction should be muted. The exculpation amendment marginally shifts the risk profile: the company may save on defense costs, but shareholders lose a layer of recourse against officer negligence. Because litigation expense historically represents a small fraction of DoorDash’s cost structure, any P&L benefit is unlikely to be material. Still, relaxed liability could embolden strategic gambits or aggressive growth moves. Investors should watch future proxy trends to see if dissent on governance or pay escalates.

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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 24, 2025

____________________________________

DOORDASH, INC.

(Exact name of registrant as specified in its charter)

____________________________________

Delaware			001-39759			46-2852392
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

303 2nd Street, South Tower, 8th Floor

San Francisco, California 94107

(Address of principal executive offices) (Zip Code)

(650) 487-3970

(Registrant’s telephone number, including area code)

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 communications 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 class			Trading Symbol(s)			Name of each exchange on which registered
Class A common stock, par value of $0.00001 per share			DASH			The 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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 24, 2025, DoorDash, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). The stockholders of the Company voted on the following four proposals at the Annual Meeting, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2025:

1.To elect four Class II directors to serve until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified;

2.To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025;

3.To approve, on an advisory basis, the compensation of the Company’s named executive officers; and

4.To approve an amendment to the Company’s amended and restated certificate of incorporation to reflect certain Delaware law provisions regarding officer exculpation.

1. Election of Directors

Nominee						For						Against						Abstain						Broker Non-Votes
Jeffrey Blackburn						810,884,397						15,364,091						413,780						24,332,274
John Doerr						725,391,186						100,013,057						1,258,025						24,332,274
Andy Fang						772,215,743						53,290,256						1,156,269						24,332,274
Diego Piacentini						764,568,452						60,969,103						1,124,713						24,332,274

Based on the votes set forth above, each director nominee was duly elected to serve until the 2028 annual meeting of stockholders and until their successor is duly elected and qualified.

2. Ratification of Appointment of Independent Registered Public Accounting Firm

For						Against						Abstain
849,550,705						1,029,550						414,287

Based on the votes set forth above, the stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

3. Advisory Vote on Compensation of Named Executive Officers

For						Against						Abstain						Broker Non-Votes
790,838,640						35,360,518						463,110						24,332,274

Based on the votes set forth above, the stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.

4. Amendment to Amended and Restated Certificate of Incorporation

For						Against						Abstain						Broker Non-Votes
664,853,005						156,802,452						5,006,811						24,332,274

Based on the votes set forth above, the amendment to the Company’s amended and restated certificate of incorporation to reflect certain Delaware law provisions regarding officer exculpation was approved.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			DOORDASH, INC.
Date: June 25, 2025			By:			/s/ Tia Sherringham
			Name:			Tia Sherringham
			Title:			General Counsel and Secretary

FAQ

Did DASH shareholders approve officer exculpation at the 2025 annual meeting?

Yes. 79.1% of votes (664,853,005 For vs. 156,802,452 Against) approved adding officer exculpation to the charter.

How did DASH shareholders vote on executive compensation in 2025?

The advisory say-on-pay proposal passed with 790,838,640 votes For, 35,360,518 Against and 463,110 Abstain—about 95.7% support.

Which Class II directors were re-elected at DoorDash's 2025 meeting?

Jeffrey Blackburn, John Doerr, Andy Fang and Diego Piacentini were each elected to serve until the 2028 annual meeting.

What was the vote count for ratifying KPMG as DASH’s auditor?

Shareholders ratified KPMG LLP with 849,550,705 For, 1,029,550 Against and 414,287 Abstain.

When will the newly elected Class II directors face re-election?

They will serve until DoorDash’s 2028 annual meeting and until their successors are duly elected and qualified.