Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 6, 2023, Nextdoor Holdings, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders virtually (the “Annual Meeting”). The Company’s stockholders voted on four proposals at the Annual Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2023. There were 1,590,047,109 shares of Class A common stock and Class B common stock present at the Annual Meeting, online or by proxy, which constituted a quorum for the transaction of business. In deciding the proposals at the Annual Meeting, each share of Class A common stock represented one vote and each share of Class B common stock represented ten votes.
At the Annual Meeting, the Company’s stockholders voted on the following proposals:
1.To elect three Class II directors of the Company, each to serve a three-year term expiring at the 2026 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified;
2.Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023;
3.To approve on a non-binding advisory basis, the compensation of the Company’s named executive officers; and
4.To select on a non-binding advisory basis whether future advisory votes on the compensation of the Company’s named executive officers should be every one, two, or three years.
The final results for each of these proposals are as follows:
Proposal 1: Election of Directors.
| | | | | | | | | | | |
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| Sarah Friar | 1,539,944,152 | 13,926,652 | 36,176,305 |
| Leslie Kilgore | 1,540,111,128 | 13,759,676 | 36,176,305 |
| David Sze | 1,540,168,548 | 13,702,256 | 36,176,305 |
Sarah Friar, Leslie Kilgore and David Sze were elected as Class II directors to serve until the 2026 Annual Meeting of Stockholders.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.
| | | | | | | | |
| Votes For | Votes Against | Abstentions |
| 1,585,935,485 | 3,409,107 | 702,517 |
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. There were no broker non-votes on this matter.
Proposal 3: Advisory Vote on the Compensation of the Company’s Named Executive Officers.
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 1,543,780,810 | 8,517,932 | 1,572,062 | 36,176,305 |
The stockholders approved, on an advisory basis, the compensation paid by the Company to its named executive officers.
Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers.
| | | | | | | | | | | | | | |
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes |
| 1,550,236,428 | 291,766 | 1,434,182 | 1,908,428 | 36,176,305 |
The stockholders advised that they were in favor of every year as the frequency of holding future advisory votes on the compensation of the Company’s named executive officers. Based on these results and consistent with the Company’s recommendation, the Company’s board of directors has determined that the Company will conduct future advisory votes regarding the compensation of its named executive officers every year. This policy will remain in effect until the next required stockholder vote on the frequency of advisory votes on the compensation of named executive officers.