anagement Ownership and Voting Control
The three co-founders of Airbnb - Brian Chesky, Joseph Gebbia and Nathan Blecharczyk - will collectively own 42.9% of the company after the IPO.
All of these shares are Class B common shares, which will allow the co-founders to retain a tight control on the company's affairs.
The shares being sold in the offering are all Class A shares.
From the S-1:
Voting Rights
Each holder of our Class A common stock is entitled to one vote per share, each holder of our Class B common stock is entitled to 20 votes per share, each holder of our Class C common stock is entitled to no votes per share, and each holder of our Class H common stock is entitled to no votes per share, on all matters submitted to a vote of the stockholders. The holders of our voting stock, consisting of Class A and Class B common stock, will generally vote together as a single class on all matters submitted to a vote of our stockholders, unless otherwise required by Delaware law or our restated certificate of incorporation. Delaware law could require holders of our Class A common stock, Class B common stock, Class C common stock, or Class H common stock to vote separately as a single class in the following circumstances:
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| | if we were to seek to amend our restated certificate of incorporation to increase or decrease the par value of a class of our capital stock, then that class would be required to vote separately to approve the proposed amendment; and
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| | if we were to seek to amend our restated certificate of incorporation in a manner that alters or changes the powers, preferences or special rights of a class of our capital stock in an adverse manner, the holders of the class would be required to vote separately to approve the proposed amendment; provided that if the amendment adversely affects one or more series of the class but does not adversely affect all of the series of the class, then only the holders of the series that are adversely affected, voting together as a class, would be required to separately to approve the amendment.
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Our restated certificate of incorporation will not provide for cumulative voting for the election of directors. See the subsection titled “ — Amendment of Charter Provisions” below. |
