The prior year Say on Pay vote received only approximately 55% shareholder support, which is well below the 70% threshold in our policy that requires visible structural changes before we can vote For again. While the company engaged meaningfully with shareholders after that vote and made several commitments — including promising to grant performance stock awards tied to relative total shareholder return for the CEO's 2026 equity refresh and extending vesting schedules — these changes are forward-looking and were not reflected in the fiscal year 2025 compensation program being voted on today, where the executive pay package still relies almost entirely on time-vesting stock awards that vest based on continued service rather than performance results. The new CEO received a reported total compensation of approximately $29.8 million, a large portion of which was a single promotion equity grant worth $15 million that covers multiple future years reported all at once, and the company still did not operate a meaningful performance-based annual bonus plan in 2025, leaving incentive pay without the kind of measurable performance conditions that would justify above-benchmark variable pay in the context of only modest shareholder returns.

PwC has served as Instacart's auditor since 2017 (approximately 9 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees (tax fees of $59,000 plus other fees of $2,000, totaling $61,000) represent less than 1% of audit fees of $9,259,000, far below the 50% threshold; PwC is a Big 4 firm appropriate for a $10.6 billion market cap company; and no material financial restatements were identified.