SEC Comment Letter 0000000000-23-010418 to Airbnb, Inc. (ABNB) (CIK 0001559720) (ABNB)
Airbnb, Inc. (ABNB) (CIK 0001559720)
Date: Sept. 21, 2023 · CIK: 0001559720 · Accession: 0000000000-23-010418
AI Filing Summary & Sentiment
File numbers found in text: 001-39778
Letter
United States securities and exchange commission logo September 21, 2023 Brian Chesky Chief Executive Officer Airbnb, Inc. 888 Brannan Street San Francisco, California 94103 Re:Airbnb, Inc. Definitive Proxy Statement on Schedule 14A Filed April 21, 2023 File No. 001-39778 Dear Brian Chesky: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comments. Please respond to these comments by confirming that you will revise your future proxy disclosures in accordance with the topics discussed below. Definitive Proxy Statement on Schedule 14A filed April 21, 2023 Pay Versus Performance Table, page 41 1.Please ensure that your total shareholder return is calculated in accordance with Item 402(v)(2)(iv) of Regulation S-K. 2.Your Company-Selected Measure is the defined term "Stock Price Measure." Please ensure the consistent use of this defined term throughout this section, including in the pay versus performance chart and the relationship graph at the bottom of page 44. 3.Refer to the reconciliation table in footnote (2) to your pay versus performance table. Regarding the amounts reflected in the row titled "Year over Year Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year," it appears that you are disclosing the difference between the fair value as of the end of the prior fiscal year and the vesting date, rather than through the end of a year. Please ensure that your table headings reflect accurately the amounts used to calculate compensation actually paid. Refer to Item 402(v)(2)(iii)(C)(1)(iv) of Regulation S-K. 4.The graph at the top of page 45 appears to have an incorrect title. Please ensure that the titles of your graphs match the data presented.
FirstName LastNameBrian Chesky Comapany NameAirbnb, Inc. September 21, 2023 Page 2 FirstName LastName Brian Chesky Airbnb, Inc. September 21, 2023 Page 2 Please contact Isabel Rivera at 202-551-3518 or Charlie Guidry at 202-551-3621 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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United States securities and exchange commission logo
September 21, 2023
Brian Chesky
Chief Executive Officer
Airbnb, Inc.
888 Brannan Street
San Francisco, California 94103
Re:Airbnb, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 21, 2023
File No. 001-39778
Dear Brian Chesky:
We have limited our review of your most recent definitive proxy statement to those
issues we have addressed in our comments. Please respond to these comments by confirming that
you will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed April 21, 2023
Pay Versus Performance Table, page 41
1.Please ensure that your total shareholder return is calculated in accordance with Item
402(v)(2)(iv) of Regulation S-K.
2.Your Company-Selected Measure is the defined term "Stock Price Measure." Please
ensure the consistent use of this defined term throughout this section, including in the pay
versus performance chart and the relationship graph at the bottom of page 44.
3.Refer to the reconciliation table in footnote (2) to your pay versus performance table.
Regarding the amounts reflected in the row titled "Year over Year Change in Fair Value
of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year," it appears
that you are disclosing the difference between the fair value as of the end of the prior
fiscal year and the vesting date, rather than through the end of a year. Please ensure that
your table headings reflect accurately the amounts used to calculate compensation actually
paid. Refer to Item 402(v)(2)(iii)(C)(1)(iv) of Regulation S-K.
4.The graph at the top of page 45 appears to have an incorrect title. Please ensure that the
titles of your graphs match the data presented.
FirstName LastNameBrian Chesky
Comapany NameAirbnb, Inc.
September 21, 2023 Page 2
FirstName LastName
Brian Chesky
Airbnb, Inc.
September 21, 2023
Page 2
Please contact Isabel Rivera at 202-551-3518 or Charlie Guidry at 202-551-3621 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program