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Etsy (ETSY) investors approve directors, pay, equity plan at 2026 meeting

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

Rhea-AI Filing Summary

Etsy, Inc. reported results of its 2026 Annual Meeting of Stockholders held on June 9, 2026. Stockholders elected Class II directors M. Michele Burns, Josh Silverman, and Fred Wilson to serve until the 2029 annual meeting, with each receiving strong support in the vote totals.

Stockholders approved, on an advisory basis, the compensation of Etsy’s named executive officers and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. They also approved an amendment to Etsy’s 2024 Equity Incentive Plan and rejected a stockholder proposal to adopt majority voting, which will keep the company’s existing voting standard in place.

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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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for M. Michele Burns 63,855,817 votes Election as Class II director at 2026 Annual Meeting
Votes for Josh Silverman 64,027,414 votes Election as Class II director at 2026 Annual Meeting
Votes for Fred Wilson 46,407,021 votes Election as Class II director at 2026 Annual Meeting
Say-on-pay support 62,788,368 votes for Advisory vote on named executive officer compensation
Auditor ratification support 78,173,008 votes for Ratification of PricewaterhouseCoopers LLP for fiscal 2026
Equity plan amendment votes for 40,813,424 votes Approval of amendment to 2024 Equity Incentive Plan
Majority-vote proposal votes against 59,798,856 votes Stockholder proposal to govern by majority vote
broker non-votes financial
"Director Name | Votes For | Votes Against | Abstentions | 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
"Stockholders ratified the appointment of PricewaterhouseCoopers LLP as Etsy’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.
Equity Incentive Plan financial
"Stockholders approved an amendment to Etsy's 2024 Equity Incentive Plan."
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
advisory basis financial
"Stockholders approved, on an advisory basis, the compensation of Etsy's named executive officers."
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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): 6/9/2026
Etsy Logo.jpg
ETSY, INC.
(Exact name of registrant as specified in its charter)
_____________________________________
Delaware001-3691120-4898921
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
117 Adams Street
Brooklyn, New York 11201
(Address of principal executive offices, including zip code)
(718) 880-3660
(Registrant's telephone number, including area code)
N/A
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareETSYNew York Stock Exchange
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. □
1

Item 5.07. Submission of Matters to a Vote of Security Holders.
The following is a description of each proposal that stockholders voted on at the 2026 Annual Meeting of Stockholders of Etsy,
Inc. (“Etsy”) held on June 9, 2026, as well as the number of votes cast.

Proposal 1 - Election of Directors
Each of the Class II director nominees to the Board of Directors was elected to serve until Etsy's 2029 Annual Meeting of Stockholders and until his or her successor has been elected and qualified or until he or she resigns, dies, or is removed from the Board of Directors.
Director NameVotes ForVotes AgainstAbstentionsBroker Non-Votes
M. Michele Burns63,855,8173,953,49265,39711,030,237
Josh Silverman64,027,4143,787,02760,26511,030,237
Fred Wilson46,407,02121,394,73272,95311,030,237

Proposal 2 - Advisory Vote on Named Executive Officer Compensation
Stockholders approved, on an advisory basis, the compensation of Etsy's named executive officers.
Votes ForVotes AgainstAbstentionsBroker Non-Votes
62,788,3685,012,26974,06911,030,237
Proposal 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm
Stockholders ratified the appointment of PricewaterhouseCoopers LLP as Etsy’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Votes ForVotes AgainstAbstentions
78,173,008431,515300,420

Proposal 4 - Vote to Approve an Amendment to Etsy's 2024 Equity Incentive Plan to Increase the Number of Shares of Common Stock Available for Issuance

Stockholders approved an amendment to Etsy's 2024 Equity Incentive Plan.
Votes ForVotes AgainstAbstentionsBroker Non-Votes
40,813,42426,995,58665,69611,030,237

Proposal 5 - Advisory Vote on Stockholder Proposal to Govern by Majority Vote
Stockholders rejected a stockholder proposal to govern by majority vote
Votes ForVotes AgainstAbstentionsBroker Non-Votes
7,584,75059,798,856491,10011,030,237

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
2

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.


ETSY, INC.

By: /s/ Colin Stretch
Colin Stretch
Chief Legal Officer
Dated: June 12, 2026
3

Source: View Original Filing on SEC EDGAR

FAQ

What did Etsy (ETSY) stockholders decide at the 2026 annual meeting?

Etsy stockholders elected three Class II directors through 2029, approved executive compensation on an advisory basis, ratified PricewaterhouseCoopers LLP as auditor for 2026, approved an amendment to the 2024 Equity Incentive Plan, and rejected a stockholder proposal to adopt majority voting.

Which directors were elected at Etsy’s (ETSY) 2026 Annual Meeting?

Stockholders elected M. Michele Burns, Josh Silverman, and Fred Wilson as Class II directors. Each will serve until Etsy’s 2029 Annual Meeting and until a successor is elected and qualified, or until earlier resignation, death, or removal from the Board of Directors.

How did Etsy (ETSY) stockholders vote on executive compensation in 2026?

Stockholders approved, on an advisory basis, Etsy’s named executive officer compensation, with 62,788,368 votes for, 5,012,269 against, and 74,069 abstentions, plus 11,030,237 broker non-votes. This advisory vote expresses stockholder views on pay practices but does not directly change compensation.

Who is Etsy’s (ETSY) independent auditor for fiscal year 2026?

Stockholders ratified PricewaterhouseCoopers LLP as Etsy’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 78,173,008 votes for, 431,515 against, and 300,420 abstentions, indicating broad support for continuing with the same audit firm.

What happened to the proposal for majority voting at Etsy (ETSY)?

Stockholders rejected the stockholder proposal to govern by majority vote, with 7,584,750 votes for, 59,798,856 against, 491,100 abstentions, and 11,030,237 broker non-votes. As a result, Etsy’s existing director election voting standard remains unchanged following the 2026 Annual Meeting.

Did Etsy (ETSY) stockholders approve changes to the 2024 Equity Incentive Plan?

Yes. Stockholders approved an amendment to Etsy’s 2024 Equity Incentive Plan, with 40,813,424 votes for, 26,995,586 against, 65,696 abstentions, and 11,030,237 broker non-votes. The filing does not detail the specific terms of the amendment but confirms its approval.

Filing Exhibits & Attachments

3 documents

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