Lyft (LYFT) investors back charter updates, director elections and auditor at 2026 meeting

Rhea-AI Filing Summary

Lyft, Inc. reported results from its annual stockholder meeting and related charter changes. Stockholders elected three Class I directors—David Risher, Deborah Hersman, and Dave Stephenson—to serve until the 2029 annual meeting. They also ratified PricewaterhouseCoopers LLP as Lyft’s independent auditor for the fiscal year ending December 31, 2026.

Stockholders approved, on an advisory basis, the compensation of Lyft’s named executive officers and supported holding the advisory vote on executive pay every one year. They also approved amendments to Lyft’s Restated Certificate of Incorporation to remove inoperative provisions, including references to Class B common stock, update miscellaneous provisions, and add Delaware law provisions regarding officer exculpation. Lyft filed an Amended and Restated Certificate of Incorporation in Delaware to implement these changes.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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.

Key Figures

Risher director vote: 260,786,797 for; 3,359,214 withheld Hersman director vote: 262,965,316 for; 1,180,695 withheld Stephenson director vote: 255,311,965 for; 8,834,046 withheld +5 more

8 metrics

Risher director vote 260,786,797 for; 3,359,214 withheld Election of David Risher as Class I director

Hersman director vote 262,965,316 for; 1,180,695 withheld Election of Deborah Hersman as Class I director

Stephenson director vote 255,311,965 for; 8,834,046 withheld Election of Dave Stephenson as Class I director

Auditor ratification vote 304,464,590 for; 780,506 against Ratification of PwC as 2026 auditor

Say-on-pay vote 244,638,672 for; 18,943,909 against Advisory vote on executive compensation

Say-on-pay frequency 259,208,910 for 1 year Advisory vote on frequency of executive pay votes

Charter cleanup amendment 262,132,351 for; 1,569,766 against Amendment removing inoperative provisions including Class B stock

Officer exculpation amendment 247,358,778 for; 16,363,190 against Amendment reflecting Delaware officer exculpation provisions

Key Terms

Restated Certificate of Incorporation, Amended and Restated Certificate of Incorporation, officer exculpation, broker non-votes, +2 more

6 terms

Restated Certificate of Incorporation regulatory

"approved amendments to the Company’s Restated Certificate of Incorporation"

A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.

Amended and Restated Certificate of Incorporation regulatory

"filed an Amended and Restated Certificate of Incorporation"

A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

officer exculpation regulatory

"to reflect Delaware law provisions regarding officer exculpation"

A charter clause that limits company officers’ personal responsibility for money damages when they make business decisions that turn out poorly, unless they acted in bad faith, engaged in intentional wrongdoing, or took improper personal gain. It matters to investors because it changes the practical risk and accountability for senior managers—similar to giving a driver limited crash liability, it can encourage bold decision-making but may reduce the chance shareholders can recover losses if officers behaved improperly.

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

"independent registered public accounting firm for the fiscal year"

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 basis regulatory

"approved, on an advisory basis, the compensation of the Company’s named executive officers"

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Understanding 8-K Material Events →

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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 3, 2026

Lyft, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38846

20-8809830

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

185 Berry Street, Suite 400

San Francisco, California 94107

(Address of principal executive offices, including zip code)

(844) 250-2773

(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

Name of each exchange on which registered

Class A Common Stock, par value of $0.00001 per share

LYFT

Nasdaq Global Select 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 3, 2026, stockholders of Lyft, Inc. (the “Company”) approved amendments to the Company’s Restated Certificate of Incorporation as described in Proposal 5 and Proposal 6 in Item 5.07 below (the “Charter Amendments”) and in the Company’s definitive proxy statement for its annual meeting of stockholders filed with the Securities and Exchange Commission on April 10, 2026. On June 3, 2026, in order to effect the Charter Amendments, the Company filed an Amended and Restated Certificate of Incorporation (as so amended and restated, the “Amended Charter”) with the Secretary of State of the State of Delaware, which became effective upon its filing.

The full text of the Amended Charter is attached as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 3, 2026, the Company held its annual meeting of stockholders (the “Meeting”). The stockholders of the Company voted on the following six proposals at the Meeting, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2026:

1.To elect three Class I directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified;

2.To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026;

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

4.To approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers;

5.To approve an amendment to the Company’s Restated Certificate of Incorporation to remove inoperative provisions, including references to Class B common stock and to update other miscellaneous provisions; and

6.To approve an amendment to the Company’s Restated Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation.

1. Election of Directors

Nominee																		For																		Withheld																		Broker Non-Votes
David Risher																		260,786,797																		3,359,214																		41,487,226
Deborah Hersman																		262,965,316																		1,180,695																		41,487,226
Dave Stephenson																		255,311,965																		8,834,046																		41,487,226

Based on the votes set forth above, each director nominee was duly elected to serve until the 2029 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																		Broker Non-Votes
304,464,590																		780,506																		388,141																		-

Based on the votes set forth above, the stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. Advisory Vote on Compensation of Named Executive Officers

For																		Against																		Abstain																		Broker Non-Votes
244,638,672																		18,943,909																		563,430																		41,487,226

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

4. Advisory Vote on Frequency of Future Stockholder Advisory Votes on Compensation of Named Executive Officers

1 Year																		2 Years																		3 Years									Abstain									Broker Non-Votes
259,208,910																		1,559,658																		3,107,590									269,853									-

Based on the votes set forth above, the stockholders advised that they were in favor of every one year as the frequency of holding a non-binding advisory vote on named executive officer compensation. Based on the results of the vote, and consistent with the recommendation of the Company’s Board of Directors (the “Board”), the Board has determined to hold a non-binding advisory vote regarding named executive officer compensation every one year until the next required non-binding advisory vote on the frequency of holding future votes regarding named executive officer compensation.

5. Amendment of the Company’s Restated Certificate of Incorporation to Remove Inoperative Provisions, Including References to Class B Common Stock and Update Other Miscellaneous Provisions

For																		Against																		Abstain																		Broker Non-Votes
262,132,351																		1,569,766																		443,894																		41,487,226

Based on the votes set forth above, the stockholders approved the amendment of the Company’s Restated Certificate of Incorporation to remove inoperative provisions, including references to Class B common stock and update other miscellaneous provisions.

6. Amendment to the Company’s Restated Certificate of Incorporation to Reflect Delaware Law Provisions Regarding Officer Exculpation

For																		Against																		Abstain																		Broker Non-Votes
247,358,778																		16,363,190																		424,043																		41,487,226

Based on the votes set forth above, the stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.						Exhibit Description
3.1						Amended and Restated Certificate of Incorporation of Lyft, Inc.
104						Cover Page Interactive Data File (formatted as Inline XBRL)

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.

						LYFT, INC.
Date:			June 4, 2026			/s/ Lindsay Llewellyn
						Lindsay Llewellyn
						Chief Legal Officer, Corporate Secretary

FAQ

What did Lyft (LYFT) stockholders decide at the 2026 annual meeting?

Lyft stockholders elected three Class I directors through 2029, ratified PricewaterhouseCoopers as auditor for 2026, approved executive pay on an advisory basis, and backed charter amendments removing inoperative provisions and adding Delaware officer exculpation language.

Which directors were elected at Lyft’s 2026 annual meeting?

Stockholders elected David Risher, Deborah Hersman, and Dave Stephenson as Class I directors. They will serve until the 2029 annual meeting and continue until their successors are duly elected and qualified, reflecting broad support in the director election vote tallies.

How did Lyft (LYFT) investors vote on executive compensation in 2026?

Lyft stockholders approved, on an advisory basis, the compensation of the company’s named executive officers. They also advised that future advisory votes on this compensation be held every one year, and the board adopted this one-year frequency for future say-on-pay votes.

What changes did Lyft make to its certificate of incorporation in 2026?

Stockholders approved amendments to Lyft’s Restated Certificate of Incorporation to remove inoperative provisions, including references to Class B common stock, update miscellaneous provisions, and add Delaware law provisions regarding officer exculpation. Lyft then filed an Amended and Restated Certificate in Delaware to implement them.

Did Lyft (LYFT) change its auditor at the 2026 annual meeting?

No. Lyft stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. This vote confirmed PwC’s continued role as the company’s external auditor for that fiscal year.

How often will Lyft hold advisory votes on executive pay going forward?

Stockholders indicated a preference for a one-year frequency for advisory votes on named executive officer compensation. Consistent with this result and the board’s recommendation, Lyft’s board decided to hold the non-binding advisory vote on executive pay every one year until the next required frequency vote.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 30.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 23.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB