Schedule 14A
2023-09-21 to 2023-11-02 · 4 questions
· 1 letter from the SEC, 1 from the company
Executive pay
Definitive Proxy Statement on Schedule 14A filed April 21, 2023 · Pay Versus Performance Table, page 41
SEC asked (1)
Please ensure that your total shareholder return is calculated in accordance with Item 402(v)(2)(iv) of Regulation S-K.
ABNB answered
The Company respectfully acknowledges the Staff’s comment and confirms that the Company will calculate total shareholder return in accordance with Item 402(v)(2)(iv) of Regulation S-K in Future Proxy Statements. Read in the reply ↗
Definitive Proxy Statement on Schedule 14A filed April 21, 2023 · Pay Versus Performance Table, page 41
SEC asked (2)
Your Company-Selected Measure is the defined term "Stock Price Measure." Please ensure the consistent use of this defined term throughout this section, including in the pay versus performance chart and the relationship graph at the bottom of page 44.
ABNB answered
The Company respectfully acknowledges the Staff’s comment and confirms that the Company will consistently use the
“Stock Price Measure” defined term throughout the pay versus performance table, the pay versus performance chart, and the relationship graph in Future Proxy Statements. Read in the reply ↗
Definitive Proxy Statement on Schedule 14A filed April 21, 2023 · Pay Versus Performance Table, page 41
SEC asked (3)
Refer to the reconciliation table in footnote (2) to your pay versus performance table. Regarding the amounts reflected in the row titled "Year over Year Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year," it appears that you are disclosing the difference between the fair value as of the end of the prior fiscal year and the vesting date, rather than through the end ofRest of the question
a year. Please ensure that your table headings reflect accurately the amounts used to calculate compensation actually paid. Refer to Item 402(v)(2)(iii)(C)(1)(iv) of Regulation S-K.
ABNB answered
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it will ensure that table headings reflect accurately the amounts used to calculate compensation actually paid in accordance with Item 402(v)(2)(iii)(C)(1)(iv) of Regulation S-K in Future Proxy Statements. Read in the reply ↗
Definitive Proxy Statement on Schedule 14A filed April 21, 2023 · Pay Versus Performance Table, page 41
SEC asked (4)
The graph at the top of page 45 appears to have an incorrect title. Please ensure that the titles of your graphs match the data presented.
ABNB answered
The Company respectfully acknowledges the Staff’s comment and confirms that the Company will appropriately and correct title graphs in Future Proxy Statements.
* * * *
We hope the foregoing answers have been responsive to your comments. Please direct any questions or comments regarding this correspondence to our counsel, Tad J. Freese, of Latham & Watkins LLP, at (650) 463-3060. Read in the reply ↗
Also in this review: closing letter, 2023-11-02