ETSY INC

8-K · etsy-20260609.htm iXBRL

0001370637 2026-06-09 2026-06-09

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 _____________________________________
 FORM 8-K
 _____________________________________
 CURRENT REPORT
 Pursuant to Section 13 or 15(d) of
 the Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported): 6/9/2026

 ETSY, INC.
 (Exact name of registrant as specified in its charter)
 _____________________________________

 Delaware 001-36911 20-4898921
 (State or other jurisdiction
of incorporation) (Commission
File Number) (IRS Employer
Identification No.)

 117 Adams Street
 Brooklyn , New York 11201
 (Address of principal executive offices, including zip code)
 ( 718 ) 880-3660
 (Registrant's telephone number, including area code)
 N/A
 (Former name or former address, if changed since last report)
 _____________________________________
 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class Trading Symbol(s) Name of each exchange on which registered
 Common Stock, $0.001 par value per share ETSY New York Stock Exchange

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
     Emerging growth company ☐

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
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 Item 5.07. Submission of Matters to a Vote of Security Holders.
 The following is a description of each proposal that stockholders voted on at the 2026 Annual Meeting of Stockholders of Etsy,
 Inc. (“Etsy”) held on June 9, 2026, as well as the number of votes cast.

 Proposal 1 - Election of Directors

 Each of the Class II director nominees to the Board of Directors was elected to serve until Etsy's 2029 Annual Meeting of Stockholders and until his or her successor has been elected and qualified or until he or she resigns, dies, or is removed from the Board of Directors.

 Director Name Votes For Votes Against Abstentions Broker Non-Votes
 M. Michele Burns 63,855,817 3,953,492 65,397 11,030,237
 Josh Silverman 64,027,414 3,787,027 60,265 11,030,237
 Fred Wilson 46,407,021 21,394,732 72,953 11,030,237

 Proposal 2 - Advisory Vote on Named Executive Officer Compensation

 Stockholders approved, on an advisory basis, the compensation of Etsy's named executive officers.

 Votes For Votes Against Abstentions Broker Non-Votes
 62,788,368 5,012,269 74,069 11,030,237

 Proposal 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm

 Stockholders ratified the appointment of PricewaterhouseCoopers LLP as Etsy’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 Votes For Votes Against Abstentions
 78,173,008 431,515 300,420

 Proposal 4 - Vote to Approve an Amendment to Etsy's 2024 Equity Incentive Plan to Increase the Number of Shares of Common Stock Available for Issuance

 Stockholders approved an amendment to Etsy's 2024 Equity Incentive Plan.

 Votes For Votes Against Abstentions Broker Non-Votes
 40,813,424 26,995,586 65,696 11,030,237

 Proposal 5 - Advisory Vote on Stockholder Proposal to Govern by Majority Vote

 Stockholders rejected a stockholder proposal to govern by majority vote

 Votes For Votes Against Abstentions Broker Non-Votes
 7,584,750 59,798,856 491,100 11,030,237

 Item 9.01. Financial Statements and Exhibits.

 (d) Exhibits

 Exhibit No. Description
 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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 SIGNATURES
 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 ETSY, INC.

 By: /s/ Colin Stretch
 Colin Stretch
 Chief Legal Officer
 Dated: June 12, 2026
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