Etsy, Inc. (ETSY)
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AGM 2025

Jun 17, 2025

Josh Silverman
CEO and Member of the Board of Directors, Etsy

Good morning and welcome to Etsy's annual meeting of stockholders. Thank you for joining us today. I'm Josh Silverman, CEO and a member of the Board of Directors. I'll introduce Fred Wilson, who is Etsy's Chairman of the Board of Directors.

Fred Wilson
Chairman of the Board of Directors, Etsy

Hi everyone, this is Fred. I'd also like to welcome our stockholders and acknowledge the other members of Etsy's Board of D irectors who are present at the meeting today: Andy Ballard, Marla Blow, Gary Briggs, Michele Burns, Melissa Reiff, David Rosenblatt, Peggy Smyth, and Mark Steinberg. I'd like to say a few brief words on behalf of Etsy's Board of Directors and the entire Etsy team, before turning it over to Josh. Throughout 2024, the Etsy Board oversaw Etsy's efforts to meet its commitments to a broad range of stakeholders, including our employees, our buyers and sellers, our global communities, and you, our stockholders. Etsy's mission to keep commerce human is more relevant than ever as we navigate the ongoing global economic, geopolitical, and technological changes.

We are proud of the role we play in connecting people through unique, special, and creative merchandise, and in 2024, we continue to enhance the buyer and seller experience across our marketplaces. While our top-line results for the year were below our expectations, our efficient operating model delivered strong financial performance. The Board's confidence in Etsy's long-term potential is reflected in our execution of a significant share repurchase program, reducing outstanding shares by over 12 million last year, and the authorization of a new $1 billion buyback initiative. In 2025, we will remain focused on real accelerating growth through strategic investments aimed at driving engagement and sales. I'll now hand the meeting over to Josh.

Josh Silverman
CEO and Member of the Board of Directors, Etsy

Thanks, Fred. Before I provide the business update, allow me to introduce the other members of Etsy's executive team present at the meeting: Lenny Baker, Etsy's Chief Financial Officer, and Colin Stretch, Etsy's Chief Legal Officer and Corporate Secretary. Additionally, for the Q&A period, which will follow the formal business of the meeting, Deb Wasser, our Vice President of Investor Relations, will help us moderate questions. I'll also note that Mary Davis is here from PricewaterhouseCoopers, our independent Auditor, and she will be available to answer questions during the Q&A period. Tracy Oates from Broadridge is also participating as our inspector of elections for today's meeting. I'll now turn the meeting over to Colin, who's acting as secretary of the meeting to cover some formalities.

Colin Stretch
Chief Legal Officer and Corporate Secretary, Etsy

Thanks, Josh, and good morning, everyone. We will begin today's meeting with a presentation of the proposals described in our proxy statement, followed by a brief management presentation reporting on preliminary voting results and Q&A. As a reminder, our remarks in the management presentation and responses to questions today may include forward-looking statements. Forward-looking statements involve risks and uncertainties, certain of which are described in our SEC filings, including in our first quarter Form 10-Q, and our actual results may differ materially. Any forward-looking statements that we make on this call are based on our beliefs and assumptions today, and we disclaim any obligation to update them. Also, information presented today includes certain non-GAAP financial measures. The reconciliation of those measures to their respective most directly comparable GAAP financial measures is included in the slide presentation available on the annual meeting portal.

The polls are now open, and you can vote online through the annual meeting portal anytime until I announce that the polls are closed. I've received affirmation that notice of this meeting was properly given as of April 28, 2025, to our stockholders. I've also been informed by Broadridge that a quorum is present and that this meeting is duly convened and can proceed. The agenda and rules of conduct for the meeting are posted on the annual meeting portal. We ask that you follow these rules to help the meeting run smoothly. We will address appropriate questions during the Q&A portion of the meeting. If you have a question, please submit it by entering it into the text box on the annual meeting portal. Per the rules of conduct, please include your name and affiliation, if any.

Only stockholders of record and their proxy holders may submit questions or comments. Please be respectful of your fellow stockholders and meeting participants. Please limit remarks to one brief question or comment that is relevant to the annual meeting and/or Etsy's business. We may group questions by topic and edit questions for clarity, with a representative question read aloud and answered. We'll now move to the proposals. The first item of business today is the election of directors. The Board of Directors recommends that stockholders re-elect the following nominees as class one directors: C. Andrew Ballard, Margaret M. Smyth, and Mark Steinberg. The second item of business is the approval, on an advisory basis, of executive compensation. The Board recommends that stockholders approve the compensation of our named executive officers.

The third item of business is the ratification of the appointment of PricewaterhouseCoopers as Etsy's independent registered public accounting firm for 2025. The Board recommends that stockholders ratify the appointment of PricewaterhouseCoopers. The fourth item of business is the approval of an amendment to our Certificate of Incorporation to remove the supermajority voting provisions. The Board recommends that stockholders approve the removal of the supermajority voting provisions from our Certificate of Incorporation. If you have already voted, there is no need to vote now unless you would like to change your vote. If you have not voted and you'd like to, please click the Vote Now button located at the center of the screen directly below the media player. You will need the control number that you used to join the meeting. We'll pause for a moment to give anyone who hasn't yet voted a chance to vote.

The polls are now closed. I'll now turn the meeting back to Josh for a management presentation.

Josh Silverman
CEO and Member of the Board of Directors, Etsy

Thanks, Colin. While we made meaningful progress in 2024, our overall performance did not meet the high standards we set for ourselves and which we know you expect. That said, we believe that the foundational steps we took during last year were critical for our long-term success and will position Etsy to deliver stronger performance and reaffirm our place as the home for creativity and commerce. We delivered record revenue, reported a very strong $780 million in adjusted EBITDA, and had over $700 million in free cash flow. We also made significant improvements across the Etsy marketplace as we worked to prioritize investments that would further differentiate Etsy. We raised the bar in listing quality, enhanced search visibility, expanded browsable content, and launched a world-class gifting experience.

In 2025, our teams are executing a balanced portfolio of product investments designed to drive in-year GMS improvement and significantly evolve the overall Etsy customer experience. We believe these efforts are beginning to fuel a stronger customer relationship flywheel powered by new experiences that capture more and better data, which feeds advanced artificial intelligence and machine learning to deliver deeper personalization and to increase buyer engagement and frequency over time. Depop had a great 2024, growing GMS over 30% and becoming the fastest-growing U.S. fashion resale player. Its momentum has continued into 2025. After careful consideration, we also made the decision to divest Reverb, with the sale completed on June 2nd. We've found a great home for the business, and this move will enable us to focus even more on growth opportunities at Etsy and Depop.

As we're navigating our business through fairly unprecedented and incredibly dynamic times, I feel grateful to be part of the team here at Etsy, where our marketplaces support entrepreneurial sellers whose products resonate with and are truly loved by consumers, offer differentiated, non-commoditized merchandise, feature remarkably responsive and diverse supply, which has demonstrated powerful resiliency over multiple major global economic and supply chain shocks in recent years, where best-in-class talent comes to work every day, drawn by our positive impact, helping to drive success for creative entrepreneurs and who are working with urgency to get us back to growth, and where we have the security of an extremely strong financial foundation. I also feel fortunate to have our new leadership team in place, including Kruti Patel Goyal as our new President and Chief Growth Officer.

We believe that we have a deep bench of seasoned pros who can lead with confidence. With that, I'll turn it back to Colin to announce the preliminary voting results.

Colin Stretch
Chief Legal Officer and Corporate Secretary, Etsy

Thanks, Josh. Our preliminary results indicate that C. Andrew Ballard, Margaret M. Smyth, and Mark Steinberg have been re-elected as directors. The compensation of our named executive officers has been approved on an advisory basis. Stockholders have ratified the appointment of PricewaterhouseCoopers as our independent registered public accounting firm for 2025, and stockholders have approved the amendment to our Certificate of Incorporation. We expect to report the final vote results that are certified by our inspector of elections in a filing with the SEC within four business days. We'll now turn to the Q&A portion of the meeting. I'll turn this over to Deb.

Deb Wasser
VP of Investor Relations, Etsy

If you have not already submitted a question and wish to do so, please enter your question now into the text box on the annual meeting portal. It appears we have no questions.

Josh Silverman
CEO and Member of the Board of Directors, Etsy

Thanks, everyone. The meeting is now adjourned.

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