1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our Securities Exchange Act of 1934, as amended (the “Exchange Act”) reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
+Added: We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
As required by Rule 13a-15(b) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.
13 unchanged sentences
You can find the full text of PricewaterhouseCoopers LLP attestation report in Item 8 of this Annual Report on Form 10-K.
−Removed: In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.
−Removed: Our management’s evaluation of internal control over financial reporting excluded the internal control activities of Careem Inc.
−Removed: (“Careem”), which we acquired in January 2020, Cornershop Cayman (“Cornershop”) and Routematch Holdings, Inc.
−Removed: (“Routematch”), both of which we acquired in July 2020, and Postmates, Inc.
−Removed: (“Postmates”), which we acquired in December 2020, as discussed in Note 18 – Business Combinations, of the notes to the consolidated financial statements.
+Added: In accordance with guidance from the staff of the SEC, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.
+Added: Our management’s evaluation of internal control over financial reporting excluded the internal control activities of The Drizly Group, Inc.
+Added: (“Drizly”), which we acquired in October 2021 and Tupelo Parent, Inc.
+Added: (“Transplace”), which we acquired in November 2021, as discussed in Note 18 – Business Combinations, of the notes to the consolidated financial statements.
We have included the financial results of these in the consolidated financial statements from the date of acquisition.
−Removed: Total assets (excluding goodwill and intangible assets) and total revenues subject to Careem’s, Cornershop’s, Routematch’s and Postmates’s internal control over financial reporting represented approximately 1% and 2% of our consolidated total assets and total revenues as of and for the fiscal year ended December 31, 2020, respectively.
+Added: Total assets (excluding goodwill and intangible assets) and total revenues related to Drizly and Transplace that were excluded from our assessment of internal control over financial reporting collectively represented approximately 3% and 4% of our consolidated total assets and total revenues as of and for the fiscal year ended December 31, 2021, respectively.
OTHER INFORMATION
Not applicable.
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information required by this item is set forth under the headers “Proposal 1- Election of Directors,” “Executive Officers,” “Board Operations” and “Other Governance Matters” in our Proxy Statement for the 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2020 (“2021 Proxy Statement”) and is incorporated herein by reference.
+Added: The information required by this item is set forth under the headers “Proposal 1- Election of Directors,” “Executive Officers,” “Corporate Governance” and “Other Governance Matters” in our Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021 (“2022 Proxy Statement”) and is incorporated herein by reference.
EXECUTIVE COMPENSATION
3 unchanged sentences
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: The information required by this item is included under the headers “Board Operations-Certain Relationships and Related Person Transactions” and “Board Operations-Director Independence Determination” in the 2021 Proxy Statement and is incorporated herein by reference.
+Added: The information required by this item is included under the headers “Corporate Governance-Certain Relationships and Related Person Transactions” and “Corporate Governance-Director Independence Determination” in the 2022 Proxy Statement and is incorporated herein by reference.
PRINCIPAL ACCOUNTING FEES AND SERVICES
13 unchanged sentences
3.1 Amended and Restated Certificate of Incorporation of the Registrant.
−Removed: 8-K 001-38902 3.1 May 14, 2019
+Added: 10-Q 001-38902 3.1 August 5, 2021
3.2 Amended and Restated Bylaws of the Registrant.
−Removed: 8-K 001-38902 3.2 May 14, 2019
+Added: 10-Q 001-38902 3.2 August 5, 2021
4.1 Description of Common Stock.
29 unchanged sentences
8-K 001-38902 4.2 December 11, 2020
+Added: 4.16 Indenture, dated as of August 12, 2021, by and between the Registrant, Rasier, LLC and U.S.
+Added: Bank National Association, as Trustee.
+Added: 8-K 001-38902 4.1 August 12, 2021
+Added: 4.17 Form of Global Note, representing the Registrant’s 4.50% Senior Notes due 2029 (included as Exhibit A to the Indenture filed as Exhibit 4.1).
+Added: 8-K 001-38902 4.2 August 12, 2021
10.1 Amended and Restated 2010 Stock Plan and related forms of award agreements.
13 unchanged sentences
10.8 Director Compensation Policy and Stock Ownership Guidelines
−Removed: S-1 333-230812 10.8 April 11, 2019
−Removed: 10.9 Temporary Modification to Director Compensation Policy.
−Removed: 10-Q 001-38902 10.3 August 7, 2020
10.9 Revolving Credit Agreement, by and among the Registrant, the Lenders party thereto, the Issuing Banks party thereto, and Morgan Stanley Senior Funding, Inc., dated June 26, 2015.
20 unchanged sentences
10-Q 001-38902 10.1 August 7, 2020
+Added: 10.17 Amendment No.
+Added: 8 to Revolving Credit Agreement, by and among the Registrant, Rasier LLC, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., dated December 24, 2021.
10.18 Term Loan Agreement, by and among the Registrant, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., dated July 13, 2016.
3 unchanged sentences
S-1 333-230812 10.22 April 11, 2019
+Added: 10.20 Amendment No.
+Added: 2 to Term Loan Agreement, dated February 25, 2021, by and among the Registrant as Borrower, Rasier LLC as subsidiary guarantor, the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent for the lenders.
+Added: 8-K 001-38902 10.1 March 1, 2021
10.21 Term Loan Agreement, by and among the Registrant, the Lenders party thereto, and Cortland Capital Market Services LLC, dated April 4, 2018.
4 unchanged sentences
S-1 333-230812 10.28 April 11, 2019
−Removed: 10.23 Letter Agreement Regarding Temporary Base Salary Change Due to COVID-19, by and between the Registrant and Dara Khosrowshahi, dated May 2, 2020.
−Removed: 10-Q 001-38902 10.2 August 7, 2020
10.24 Employment Agreement, by and between the Registrant and Nelson Chai, dated April 9, 2019.
4 unchanged sentences
10-K 001-38902 10.30 March 2, 2020
−Removed: 10.27 Employment Agreement, by and between the Registrant and Thuan Pham, dated April 9, 2019.
−Removed: S-1 333-230812 10.31 April 11, 2019
10.27 Employment Agreement, by and between the Registrant and Nikki Krishnamurthy, dated April 9, 2019.
S-1 333-230812 10.32 April 11, 2019
−Removed: 10.29 Addendum to Employment Agreement, by and between the Registrant and Nikki Krishnamurthy, dated De cember 18, 2020.
+Added: 10.28 Addendum to Employment Agreement, by and between the Registrant and Nikki Krishnamurthy, dated December 18, 2020.
+Added: 10-K 001-38902 10.29 March 1, 2021
Form of employment agreement between the Registrant and its executive officers.
10-Q 001-38902 10.2 November 6, 2020
−Removed: 18.1 Preferability letter, dated March 1, 2021, from PricewaterhouseCoopers LLP, independent registered public accounting firm, regarding a change in the Registrant's accounting policy.
21.1 List of Subsidiaries of the Registrant.
55 unchanged sentences
David Trujillo
+Added: /s/ Alexander Wynaendts
+Added: Director February 24, 2022
+Added: Alexander Wynaendts
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.