Maplebear Inc. (CART)
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AGM 2024

May 29, 2024

Operator

Welcome to the Maple Bear Inc. 2024 Annual Stockholders Meeting. Please note that the discussion today may include forward-looking statements, and the company's actual results may differ materially from those discussed here. Additional information concerning factors that could cause such a difference can be found in the company's most recent quarterly report on Form 10-Q, filed with the SEC. Any forward-looking statements that the company makes on this call are based on beliefs and assumptions today, and the company does not have any obligation to update them. I would now like to introduce Instacart's Chief Executive Officer, President, and Chair of Instacart's Board of Directors, Fidji Simo.

Fidji Simo
CEO, Instacart

Thank you, and good morning, everyone. I am happy to welcome you to Instacart's 2024 Annual Stockholders Meeting. This is our first of these meetings, and we are so glad you're able to join us for this milestone. On behalf of the Instacart team, thank you for your support. Before we begin our formal business, I would like to take a moment to express my gratitude once again to Jeff Jordan and Barry McCarthy, who will be retiring from our board today. They both brought invaluable expertise to our board as we've grown and entered the public market, and we're grateful for their contributions over the years. We are also joined virtually today by our Chief Financial Officer, Emily Reuter, our General Counsel, Morgan Fong, our VP Legal, Bradley Libuit, and our Head of Investor Relations, Rebecca Yoshiyama. At this time, I officially call the meeting to order.

It is now 10:02 A.M. Pacific Time on May 29. The polls are now open for voting. I will turn it over to Morgan as Secretary to report on the mailing of the notice of this meeting, the presence of a quorum, and other business we will consider today.

Morgan Fong
General Counsel, Instacart

Thank you, Fidji. I wanted to also welcome Erin O'Donnell of PwC, Instacart's independent registered public accounting firm, and Milson Yu of Cooley, Instacart's outside legal counsel, who are also attending today's meeting. We will now proceed with the formal business of the meeting in the order set forth in the notice of annual meeting and proxy statement. You have access to the rules of conduct for this meeting under Meeting Materials on the virtual meeting screen. In order to conduct an orderly meeting, we ask that you follow these rules. As Fidji mentioned, the polls are open for voting on the matters to be presented. We will first present the four proposals submitted for approval by our board. If any stockholder would like to ask a question on a proposal, please submit your question through the web portal.

After I describe all items to be voted on, we will close the polls. We will not accept any ballots, proxies, revocations, or changes after the close of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to do anything further. Your shares will be voted as previously instructed. If you have not yet voted, I encourage you to vote here now by submitting your vote online via the virtual meeting website. After the formal part of our meeting has concluded and the voting is closed, we will answer any appropriate questions that are validly submitted. We will screen incoming questions and will only answer questions that are relevant to the purpose of this meeting.

At this time, as Secretary of the meeting, I am reporting that I have a complete list of stockholders of record of the company's common stock as of the close of business on April 5, 2024, the record date for this meeting. I also have an affidavit certifying that commencing on April 17, 2024, a notice of annual meeting of stockholders of the company was deposited in the United States Mail to all stockholders of record as of the close of business on April 5, 2024. At this time, I'd like to introduce Cynthia Kopec of Broadridge, who is present virtually. I am appointing Cynthia to act as Inspector of Elections at this meeting. Cynthia has taken and subscribed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of this meeting.

Her function is to decide upon the qualification of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. Cynthia has confirmed that at this time, we have received the necessary votes to constitute a quorum for the meeting. As provided in the notice of the annual meeting of stockholders, the purpose of this meeting is to address four items of business. The first item of business is the election of two Class One directors to serve until the 2027 annual meeting and until their successors are elected. The nominees for Class One director are Fidji Simo and Victoria Dolan. Our board recommends that you vote for the election of these director nominees.

The second item of business today is the ratification of the appointment of PwC as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2024. Our board recommends that you vote for this proposal. The third item of business today is the non-binding advisory vote on the executive compensation of the company's named executive officers, as described in the proxy statement. Our board recommends that you vote for this proposal. The fourth and final item of business today relates to the frequency of future stockholder advisory votes on executive compensation. The stockholders are asked to vote on a non-binding advisory basis on the frequency of either 1, 2, or 3 years. Our board recommends you vote for the option of 1 year for this proposal. That was the final proposal for today's meeting. It is now 10:06 A.M. Pacific Time.

I now declare the polls closed. The preliminary report of the Inspector of Elections covering the proposals presented at this meeting is as follows: 1, the proposal to elect Fidji Simo and Victoria Dolan as Class I directors of the company is carried. 2, the selection of PwC as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024, is ratified. 3, the resolution concerning the advisory vote on the executive compensation of the company's named executive officers is approved. 4, the resolution concerning the advisory vote on the frequency of future advisory stockholder votes on executive compensation of the company's named executive officers is approved with the frequency of every year. We expect to report our final voting results on a current report on Form 8-K, to be filed with the SEC within four business days after the end of this meeting.

Fidji Simo
CEO, Instacart

Thank you, Morgan. This concludes the formal portion of today's meeting and the annual meeting is now adjourned. We will now take a moment to see whether there were any questions submitted by our stockholders that are relevant to this meeting. Thanks, Fidji. There are no questions at this time. Great. Thank you again for attending today's meeting and for your continued support of Instacart.

Operator

The meeting has now concluded. Thank you for joining. You may now disconnect.

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