Ibotta, Inc. (IBTA)
NYSE: IBTA · Real-Time Price · USD
35.59
-0.01 (-0.03%)
Apr 28, 2026, 4:00 PM EDT - Market closed
← View all transcripts

AGM 2025

May 28, 2025

Operator

Good day, everyone, and welcome to the Ibotta annual meeting of shareholders. I'd like to turn the floor over to Bryan Leach, founder and CEO of Ibotta. Please go ahead.

Bryan Leach
Founder and CEO, Ibotta

It's called to order. My name is Bryan Leach. I'm the Founder, Chief Executive Officer, President, and Chairman of the Board of Directors, and I will act as Chairman of this meeting. David Shapiro is our Chief Legal Officer and Secretary of Ibotta and will act as the Secretary of the meeting. We're holding a virtual annual meeting because it enables our shareholders, no matter where they're located, to participate in the meeting. At this time, I'd like to introduce our Directors and Director nominees in attendance: Stephen Bailey, Director; Amanda Baldwin, Director and Director nominee; Amit Doshi, Director; Thomas Lehrman, Director and Director nominee; Valarie Sheppard, Interim Chief Financial Officer and Director; and Larry Sonsini, Director.

I would also like to introduce the other corporate officers who are in attendance: Marissa Daspit, Chief People Officer; Rich Donohue, Chief Marketing Officer; Amir Eltabiib, Chief Business Development Officer; Chris Riedy, Chief Revenue Officer; and Luke Swanson, Chief Technology Officer. Also with us today are Scott Volkmer and Erica Whitmore representing KPMG LLP, Mark Baudler representing Wilson Sonsini Goodrich & Rosati, our outside corporate counsel, and Christine Amrein, the inspector of election representing American Election Services. I will now ask our Secretary to make his report.

David Shapiro
Chief Legal Officer, Ibotta

Thank you, Bryan. I want to remind you that the attendance at this meeting is by invitation only, and I trust everyone has registered prior to joining this meeting. If there is anyone here who is not a shareholder of the company, a designated proxy of a shareholder of the company, or expressly invited by the company to attend this meeting, please leave the meeting at this time. I confirm that at the beginning, on or about April 11, 2025, the notice of internet availability of proxy materials was mailed, and the proxy statement and the annual report were made available to the holders of our outstanding Class A and Class B common stock of record at the close of business on March 31, 2025.

Christine Amrein has been authorized to act as inspector of election for this meeting and has signed an oath to execute faithfully the duties of inspector of election at this meeting. The inspector of election has advised me that we have a sufficient number of shares to constitute a quorum.

Bryan Leach
Founder and CEO, Ibotta

Thank you, David. I therefore declare a quorum to be present and that this meeting is duly convened and ready to transact business.

David Shapiro
Chief Legal Officer, Ibotta

Thank you, Bryan. At this time, I will go through the instructions that will allow shareholders and proxy holders to vote during the meeting and submit questions. If you are a shareholder of record as of March 31, 2025, which we refer to as the record date, and you wish to vote at this meeting, the polls are open, and you may click on the vote button and follow the instructions provided. Each holder of Class A stock is entitled to one vote for each share held of record at the close of business on the record date. Each holder of Class B stock is entitled to 20 votes for each share held of record at the close of business on the record date. If you have previously voted and you do not intend to change your vote, you don't need to do anything else. Your vote will be counted.

If you are eligible to vote and have not submitted your vote, or if you want to change your vote, you may do so at any time during this meeting until the polls close. I will next provide an overview of the two proposals up for vote, after which we will open it up for questions on these proposals. If you have a question, you can submit it now by entering your name, selecting which topic your question relates to, inputting your question into the Q&A text box on your screen, and clicking submit. We will also take, at our discretion, questions on general business items. We will then close the polls and announce the results. I will now discuss each of the proposals up for vote.

As set forth in the notice of internet availability of proxy materials made available to each of the shareholders and further described in the company's proxy statement, the business of this meeting is to, one, elect two nominees to the company's Board of Directors as Class 1 Directors, and two, ratify KPMG as the company's independent registered public accounting firm for our fiscal year ending December 31, 2025. The first item of business is the election of the Directors. The company's Board of Directors is divided into three classes, each with three-year terms. The Class 1 Directors will be elected at today's meeting. The two nominees receiving the highest number of votes for such nominees will be elected as Directors to hold office until the 2028 annual meeting of shareholders or until their successors are duly elected and qualified.

The nominees for election designated by the company's Board of Directors are Amanda Baldwin and Thomas Lehrman. The Board of Directors recommends a vote for each of the nominees. The second item of business is to ratify the appointment of KPMG as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The audit committee of the Board of Directors has selected KPMG as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025. While shareholder ratification is not required by the company's bylaws, the Board of Directors is submitting this to the shareholders for ratification as a matter of good corporate governance. If the shareholders do not approve this election of KPMG as the company's independent auditor, the audit committee may reconsider the appointment. The Board of Directors recommends a vote for the ratification of KPMG.

Bryan Leach
Founder and CEO, Ibotta

We will now proceed to the question and comment period. Before we do, however, I want to remind everyone that if you are a shareholder as of the record date and you wish to vote at this meeting, the polls are open for voting. We will close the polls and will not accept any further votes after the question and answer session concludes. If you have a question regarding the proposals previously described or questions on general business items, please submit your question by selecting which topic your question relates to, inputting your question into the Q&A text box on your screen, and clicking submit. Okay. If there are no further questions, now that everyone has had an opportunity to vote, I hereby declare the polls closed with respect to each matter to be voted on at this meeting.

David Shapiro
Chief Legal Officer, Ibotta

The virtual meeting portal has recorded all votes, and the inspector of election has made a preliminary report. At this time, I am pleased to report that based on the current tabulation of votes, the following proposals have passed: Proposal 1 to elect Amanda Baldwin and Thomas Lehrman to the Board of Directors as Class 1 Directors, and Proposal 2 to ratify the appointment of KPMG to act as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025. These are the preliminary results of voting. We will report the final voting results on a Form 8-K filed with the Securities and Exchange Commission within four business days of the meeting, and the final report of the inspector of election will be filed with the minutes of this meeting.

Bryan Leach
Founder and CEO, Ibotta

This concludes the meeting, and the meeting is now adjourned. Thanks, y'all.

Operator

Ladies and gentlemen, that does conclude today's presentation. We do thank you for joining. You may now disconnect your lines.

Powered by