You are cordially invited to attend the 20172019 Annual Meeting of Stockholders, or Annual Meeting, of Fitbit, Inc., which will be held virtually on Thursday, May 25, 2017,23, 2019, at 11:00 a.m. (Pacific Time). The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/FIT2017,FIT2019, where you will be able to listen to the meeting live, submit questions, and vote online. We believe that a virtual stockholder meeting provides greater access to those who may want to attend and therefore have chosen this over an in person meeting.

The matters expected to be acted upon at the Annual Meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.proxy statement.

Your vote is important. Whether or not you plan to attend the meeting, please cast your vote as soon as possible by Internet or telephone, or by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend the virtual meeting or not. Returning the proxy does not deprive you of your right to attend the meeting and to vote your shares at the virtual meeting.

NOTICE IS HEREBY GIVEN that the 20172019 Annual Meeting of Stockholders, or Annual Meeting, of Fitbit, Inc. will be held virtually on Thursday, May 25, 2017,23, 2019, at 11:00 a.m. (Pacific Time). The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/FIT2017,FIT2019, where you will be able to listen to the meeting live, submit questions, and vote online.

We are holding the meetingAnnual Meeting for the following purposes, which are more fully described in the accompanying proxy statement:

1.     To elect seveneight directors, all of whom are currently serving on our board of directors, each to serve until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.

2.    To ratify the appointment of PricewaterhouseCoopersGrant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.2019.

3. To approvehold a stock option exchange program that would allow eligible employees, includingnon-binding advisory vote on the compensation paid by us to our named executive officers other than our President, Chief Executive Officer,as disclosed in this proxy statement.

4.     To consider and Chairman, Chief Technology Officer, and Chief Financial Officer, to exchange “underwater” stock options currently held by such eligible employees for a lesser number of new restricted stock units, or RSUs, under our 2015 Equity Incentive Plan, or 2015 Plan.vote upon one stockholder proposal, if properly presented.

In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meetingAnnual Meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on March 28, 201726, 2019 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof.

Your vote as a Fitbit stockholder is very important. Each share of Class A common stock that you own represents one vote and each share of Class B common stock that you own represents ten votes. For questions regarding your stock ownership, you may contact us through our website at http:https://investor.fitbit.com/investor.fitbit.com or, if you are a registered holder, our transfer agent, Computershare Trust Company, N.A., by calling (877) 373-6374 (toll-free) or (781) 575-3100, by writing to P.O. BOX 30170 College Station, TX 77842 (by regular mail) or 211 Quality Circle Suite 210 College Station, TX 77845 (by overnight delivery) or by visiting their website at www.computershare.com/investor.

The accompanying proxy is solicited on behalf of the board of directors of Fitbit, Inc. for use at our 20172019 Annual Meeting of Stockholders, or Annual Meeting, to be held virtually on May 25, 2017,23, 2019, at 11:00 a.m. (Pacific Time), and any adjournment or postponement thereof. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/FIT2017,FIT2019, where you will be able to listen to the meeting live, submit questions, and vote online. The Notice of Internet Availability of Proxy Materials and this proxy statement for the Annual Meeting, or Proxy Statement, and the accompanying form of proxy were first distributed and made available on the Internet to stockholders on or about April 13, 2017.11, 2019. An annual report on Form 10-K for the fiscal year ended December 31, 20162018 is available with this Proxy Statement by following the instructions in the Notice of Internet Availability of Proxy Materials.

In accordance with U.S. Securities and Exchange Commission, or SEC, rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and annual report on Form 10-K, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We believe this rule makes the proxy distribution process more efficient, less costly, and helps in conserving natural resources.

At the Annual Meeting, stockholders will act upon the proposals described in this Proxy Statement.

Only holders of record of our Class A common stock and Class B common stock at the close of business on March 28, 2017,26, 2019, or the Record Date, will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 184,883,569223,455,707 shares of Class A common stock and 43,378,74831,267,322 shares of Class B common stock outstanding and entitled to vote.

The holders of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) entitled to vote at the Annual Meeting as of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote online at the Annual Meeting or if you have properly submitted a proxy.

In deciding all matters at the Annual Meeting, as of the close of business on the Record Date, each share of Class A common stock that you own represents one vote and each share of Class B common stock that you own represents ten votes. We do not have cumulative voting rights for the election of directors. You may vote all shares owned by you as of the Record Date, including (i) shares held directly in your name as the stockholder of record and (ii) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee.

Each director will be elected by a plurality of the votes cast, which means that the seveneight individuals nominated for election to the board of directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may either vote “FOR” one or any of the nominees or “WITHHOLD” your vote with respect to one or any of the nominees. With respect to (i) the (i) ratification of PricewaterhouseCoopersGrant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017, and2019, (ii) approval of the stock option exchange program for eligible employees, includingnon-binding advisory vote on the Compensation Program of our named executive officers, other than our President, Chief Executive Officer,or Compensation Program, and Chairman, Chief Technology Officer, and Chief Financial Officer,(iii) approval of the stockholder proposal regarding majority voting, approval will be obtained if the number of votes cast “FOR” the proposalsproposal at the Annual Meeting exceeds the number of votes cast “AGAINST” the proposals.proposal. If you elect to abstain from voting on these proposals, the abstention will not have any effect on the vote.

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted either because (i) the broker did not receive voting instructions from the beneficial owner, or (ii) the broker lacked discretionary authority to vote the shares. Abstentions occur when shares present at the Annual Meeting are marked “abstain.” A broker is entitled to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares. Absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on “non-routine” matters. At our Annual Meeting, only the ratification of PricewaterhouseCoopersGrant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017,2019, is considered a routine matter. The other proposals presented at the Annual Meeting are non-routine matters. Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present, but have no effect on the outcome of the matters voted upon. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attend the Annual Meeting.

The board of directors recommends that you vote “FOR” (i) each of the directors named in this Proxy Statement, or Proposal 1, (ii)“FOR” the ratification of the appointment of PricewaterhouseCoopersGrant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017,2019, or Proposal 2, and (iii)“FOR” the stock option exchange program for eligible employees, including our executive officers other than our President, Chief Executive Officer, and Chairman, Chief Technology Officer, and Chief Financial Officer,approval, on a non-binding advisory basis, of the Compensation Program, or Proposal 3. None

Votes submitted by telephone or Internet must be received by 11:59 pm Eastern Time on May 24, 2017.22, 2019. Submitting your proxy, whether via the Internet, by telephone, or by mail, will not affect your right to vote in person should you decide to attend the Annual Meeting. If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct your nominee on how to vote your shares. You may either vote “FOR” all of the nominees to the board of directors, or you may withhold your vote from all nominees or any nominee you specify. For Proposals 2, 3 and 3,4, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.

All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our board of directors stated above.

If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described above) and will not be counted in determining the number of shares necessary for approval of the proposals. However, shares that constitute broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting.

If you receive more than one proxy card, this is because your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on each proxy card and vote each proxy card by telephone or the Internet. If voting by mail, please complete, sign, and return each proxy card to ensure that all of your shares are voted.

We will pay the expenses of soliciting proxies. Following the original mailing of the soliciting materials, we and our agents, including directors, officers, and other employees, without additional compensation, may solicit proxies by mail, electronic mail, telephone, facsimile, by other similar means, or in person. Following the original mailing of the soliciting materials, we will request brokers, custodians, nominees, and other record holders to forward copies of the soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials through the Internet, you are responsible for any Internet access charges you may incur.

We are strongly committed to good corporate governance practices. These practices provide an important framework within which our board of directors and management can pursue our strategic objectives for the benefit of our stockholders.

Our board of directors has adopted corporate governance guidelines, or Corporate Governance Guidelines, that set forth the role of our board of directors, director independence standards, board structure and functions, director selection considerations, and other policies for the governance of the company, or Corporate Governance Guidelines.company. Our Corporate Governance Guidelines are available in the Investor Relations section of our website, which is located at http:https://investor.fitbit.com by clicking on “Governance”.“Governance.” Our nominating and governance committee reviews the Corporate Governance Guidelines periodically and recommends changes to our board of directors as warranted.

Our Corporate Governance Guidelines provide that our board of directors may choose its chairperson in any way that it considers in the best interests of our company. Our nominating and governance committee periodically considers the leadership structure of our board of directors and makes such recommendations to our board of directors with respect thereto as our nominating and governance committee deems appropriate. Our Corporate Governance Guidelines also provide that, when the positions of chairperson and chief executive officer are held by the same person, the independent directors will designate a “lead independent director.” In cases in which the chairperson and chief executive officer are the same person, the responsibilities of the lead independent director include: presiding over executive sessions of independent directors; serving as a liaison between the chief executive officer and the independent directors; being available, under appropriate circumstances, for consultation and direct communication with stockholders; and performing such other functions and responsibilities as requested by our board of directors from time to time.

Currently, our board of directors believes that it is in the best interest of our company and our stockholders for our President and Chief Executive Officer, Mr. Park, to serve as both President and Chief Executive Officer and Chairman given his knowledge of our company and industry and strategic vision. Because Mr. Park serves in both these roles, our board of directors appointed Jonathan D. Callaghan to serve as our lead independent director. Mr. Callaghan served as lead independent director through the date of our 2018 annual meeting of stockholders, or the 2018 Annual Meeting, where he did not stand for re-election. Our board of directors appointed Steven Murray to serve as our lead independent director following our 2018 Annual Meeting. As lead independent director, Mr. Callaghan,Murray, among the other responsibilities noted above, presides over regularly scheduled meetings at which only our independent directors are present, serves as a liaison between Mr. Park and the independent directors, and performs such additional duties as our board of directors may otherwise determine and delegate. Our board of directors believes that its independence and oversight of management is maintained effectively through this leadership structure, the composition of our board of directors, and sound corporate governance policies and practices.

Our board of directors is primarily responsible for overseeing our risk management processes. Our board of directors, as a whole, determines our appropriate level of risk, assesses the specific risks that we face, and reviews management’s strategies for adequately mitigating and managing the identified risks. Although our board of directors administers this risk management oversight function, the committees of our board of directors support our board of directors in discharging its oversight duties and address risks inherent in their respective areas. The audit committee reviews our major financial risk exposures and the steps management has taken to monitor and control such exposures, including our procedures and related policies with respect to risk assessment and risk management. Our audit committee also reviews matters relating to compliance, cybersecurity, data privacy and security and reports to our board of directors regarding such matters. The compensation committee reviews risks and exposures associated with compensation plans and programs. We believe this division of responsibilities is an effective approach for addressing the risks we face and that our board leadership structure supports this approach.

In addition, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors conducts an annual review of the independence of our directors. In its most recent review, our board of directors determined that Messrs. Callaghan,Bromberg, Fluegel, Murray, and Paisley, and Mses. Alber and Flanagan, representing fivesix of our seveneight directors, are “independent directors” as defined under the applicable rules, regulations, and listing standards of the New York Stock Exchange and the applicable rules and regulations promulgated by the SEC. Our board of directors has also determined that all members of our audit committee, compensation committee, and nominating and governance committee are independent and satisfy the relevant SEC and New York Stock Exchange independence requirements for such committees.

Our board of directors has established an audit committee, a compensation committee, and a nominating and governance committee. The composition and responsibilities of each committee are described below. Each of these committees has a written charter approved by our board of directors. Copies of the charters for the audit committee, compensation committee, and nominating and governance committee are available on the Investor Relations section of our website http:which is located at https://investor.fitbit.com.investor.fitbit.com by clicking on “Governance.” Members serve on these committees until their resignations or until otherwise determined by our board of directors.

Our board of directors and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time. During 2016,2018, our board of directors met eight times and acted by unanimous written consent three times, the audit committee met ten times and did not act by unanimous written consent, the compensation committee met seven times and acted by unanimous written consent one time,nine times, the audit committee met twelve times and acted by unanimous written consent once, the compensation committee met seven times

Our policy is to invite and encourage each member of our board of directors to be present at our annual meetings of stockholders. AllFive of our then-currentthen current serving directors were present at our 2016 annual meeting of stockholders.

The non-employee directors meet in regularly scheduled executive sessions without management to promote open and honest discussion. Our lead independent director, Mr. Callaghan,Murray, is the presiding director at these meetings.

Stockholders and interested parties who wish to communicate with our board of directors, non-management members of our board of directors as a group, a committee of our board of directors, or a specific member of our board of directors (including our Chairman or lead independent director) may do so by letters addressed to the attention of our General Counsel.

All communications are reviewed by our General Counsel and provided to the members of our board of directors consistent with a screening policy providing that unsolicited items, sales materials, abusive, threatening, or otherwise inappropriate materials, and other routine items and items unrelated to the duties and responsibilities of our board of directors not be relayed on to directors. Any communication that is not relayed is recorded in a log and made available to our board of directors.

The address for these communications is:

Candidates for nomination to our board of directors are selected by our board of directors based on the recommendation of the nominating and governance committee in accordance with the committee’s charter, our restated certificate of incorporation, andour restated bylaws, our Corporate Governance Guidelines, and the criteria adopted by our board of directors regarding director candidate qualifications. In recommending candidates for nomination, the nominating and governance committee considers candidates recommended by directors, officers, employees, stockholders, and others, using the same criteria to evaluate all candidates. Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates, as appropriateappropriate. In addition, the nominating and in addition, thegovernance committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our board of directors is set forth below under “Stockholder Proposals to Bebe Presented at Next Annual Meeting.”

With the goal of developing a diverse, experienced, and highly qualified board of directors, the nominating and governance committee is responsible for developing and recommending to our board of directors the desired qualifications, expertise, and characteristics of members of our board of directors, including qualifications that the committee believes must be met by a committee-recommended nominee for membership on our board of directors and specific qualities or skills that the committee believes are necessary for one or more of the members of our board of directors to possess.

Since the identification, evaluation, and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, and will be significantly influenced by the particular needs of our board of directors from time to time, our board of directors has not adopted a specific set of minimum qualifications, qualities, or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory, and New York Stock Exchange listing requirements and the provisions of our restated certificate of incorporation, restated bylaws, Corporate Governance Guidelines, and charters of the committees of our board committees.of directors. In addition, neither our board of directors nor our nominating and governance committee has a formal policy with regard to the consideration of diversity in identifying nominees. When considering nominees, our nominating and governance committee may take into consideration many factors including, among other things, a candidate’s independence, integrity, diversity, skills, financial and other expertise, breadth of experience, and knowledge about our business or industry, and ability to devote adequate time and effort to the responsibilities of our board of directors in the context of its existing composition. Through the nomination process, the nominating and governance committee seeks to promote board membership that reflects a diversity of business experience, expertise, viewpoints, personal backgrounds, and other characteristics that are expected to contribute to our board of directors’ overall effectiveness. The brief biographical description of each director set forth in Proposal 1 below includes the primary individual experience, qualifications, attributes, and skills of each of our directors that led to the conclusion that each director should serve as a member of our board of directors at this time.

Our board of directors currently consists of seveneight directors. Each of our directors will stand for election at the Annual Meeting and shall serve for a one-year term expiring at our 20182020 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, or removal.

Shares represented by proxies will be voted “FOR” the election of each of the seveneight nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected.

Our audit committee has selected PricewaterhouseCoopersGrant Thornton LLP, or Grant Thornton, as our independent registered public accounting firm to perform the audit of our financial statements for the fiscal year ending December 31, 20172019 and recommends that stockholders vote for ratification of such selection. The ratification of the selection of PricewaterhouseCoopers LLPGrant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 20172019 will be determined by the vote of a majority of the voting power of the shares present or represented at the Annual Meeting and voting affirmatively or negatively on the proposal. In the event that PricewaterhouseCoopers LLPGrant Thornton is not ratified by our stockholders, the audit committee will review its future selection of PricewaterhouseCoopers LLPGrant Thornton as our independent registered public accounting firm.

We regularly review the services and fees from our independent registered public accounting firm. These services and fees are also reviewed with our audit committee annually. In accordance with standard policy, PricewaterhouseCoopers LLPGrant Thornton will periodically rotatesrotate the individuals who are responsible for our audit.

Our audit committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services, and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to report periodically to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.

All of the services relating to the fees described in the table above were pre-approved by our audit committee.

Stockholders are urged to read the “Executive Compensation” section of this Proxy Statement, which discusses how our executive officers other thancompensation policies and procedures implement our President, Chief Executive Officer,compensation philosophy and Chairman, Chief Technology Officer,contains tabular information and Chief Financial Officer, to exchange out-of-the-money or “underwater” options to purchase sharesnarrative discussion about the compensation of our Class A common stock or Class B common stock currently held by such Eligible Employees for a lesser number of RSUs that may be settled for shares of our Class A common stock, or New RSUs, under our 2015 Plan. Each New RSU will represent an unfunded right to receive one share of our Class A common stock on a date innamed executive officers. The compensation committee and the future, which generally is the date on which the New RSU will vest. The New RSUs will be granted on the Exchange Date (as defined below), which we currently anticipate will occur immediately following the expiration of the Exchange Offer (as defined below). The New RSUs will generally vest over the remaining vesting period of the applicable Eligible Option (as defined below) (subject to a one-year minimum vesting period). None of the members of our board of directors would be eligible to participatebelieve that these policies and procedures are effective in the Program.

“RESOLVED, that the surrendered stock options will be cancelled on the first business date after the expiration of the Exchange Offer. Such date is referred to herein as the “Exchange Date.” We expect the New RSUs will be granted under the 2015 Plan on the Exchange Date. The shares of our common stock subject to surrendered stock options will become available for future issuance as Class A common stock under our 2015 Plan once the surrendered stock options are cancelled.

As an advisory vote, this proposal and our board of directors or compensation committee determine to implement the Program, we expect the Program to commence within twelve months of the date of the Annual Meeting, following the filing and completion of a Schedule TO referred to in the next paragraph. If the Program doesis not commence within this time frame, we would not conduct another option exchange program without first seeking stockholder approval. The Exchange Date is currently anticipated to be in June 2017. Even if the Program is approved by our stockholders,binding. However, our board of directors and compensation committee, will retainwhich is responsible for designing and administering our executive Compensation Program, value the authority,opinions expressed by stockholders in their discretion, to terminate, amend, or postponevote on this proposal, and will consider the Program at any time prior to expirationoutcome of the election period under the Program.

Under the Bonus Plan, actual cash bonus payments to our named executive officers were based on the achievement of corporate performance.performance against the corporate performance factors and management-based objectives set by the compensation committee, as well as individual performance factor for each officer.

In March 2016,May 2018, the compensation committee selected revenue, and “adjusted EBITDA” and certain management-based objectives, or MBOs (related to corporate performance, as described below), as the 20162018 corporate performance metrics for purposes of the Bonus Plan. The compensation committee believed that these performance metrics provided a balance betweenamong generating revenue, managing our expenses, and growing our business over the long-term, ultimately enhancing stockholder value.

We define “adjusted EBITDA” as net income (loss)loss adjusted to exclude the impact of the Fitbit Force recall, stock-based compensation expense, Jawbone litigation costs, depreciation and intangible assets amortization, litigation expense (credit) related to matters with Aliphcom, Inc. d/b/a Jawbone, impairment of equity investment, interest income (expense), net, and income tax benefit.expense (benefit).

We use adjusted EBITDA to evaluate our operating performance and trends and make planning decisions. We believe that adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses and other items that we exclude in adjusted EBITDA. In addition, we use this metric to evaluateparticular, the exclusion of the effect of stock-based compensation expense and certain expenses in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of our operating performance and trends and make planning decisions.business. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects, and allowing for greater transparency with respect to a key financial metric used by our management in its financial and operational decision-making.

The MBOs selected by the compensation committee in May 2018 for 2018 were related to measurable goals around the development of certain premium services.

The target levels for thesethe corporate performance metrics were based on our 2016 annual operating plan, which was reviewed and approved by our board of directors. These target levels were set to reward strong management performance in light of our strategic objectives and the industry and economic conditions and trends at the time the targets were set. The mix of metrics was intended to balance a top line metric (revenue) with a profitability metric (adjusted EBITDA), along with growing our business over the long-term (MBOs). The compensation committee believed such a balance would drive the appropriate amount of focus on propelling growth through revenue without detracting from our ultimate performance as a whole.

In March 2016,May 2018, the compensation committee approved a matrix to determine the companycorporate performance factormetrics and resulting payment of annual cash bonuses. Each of the twothree corporate performance metrics, revenue, adjusted EBITDA, and MBOs were individually weighted, at 37.5%, 37.5% and 25%, respectively. For both revenue and adjusted EBITDA, were equally weighted.the target performance level was based on our 2018 annual operating plan, which was reviewed and approved by our board of directors. The target performance levels for each corporate performance metricsrevenue, adjusted EBITDA and the MBOs were set as follows:shown in the table below.

In September 2018, in light of changes in our business objectives and strategy, the compensation committee reviewed the MBOs and revised related goals around the development of premium services. As a result of the targetmid-year changes, the compensation committee concluded it was appropriate to both lower the maximum bonus pool funding for the MBOs from 200% to 125% and to reduce the performance levels, respectively. If actual revenue and adjusted EBITDA each equaled target performance levels, thenmeasure weight of the corporate performance factor would be 100%,MBOs as shown in the table below.

For 2016, there was no ability to modify2018, the cash bonus amount ofcompensation committee approved an individual performance factor for each executive officer, including our CEO, as their awards depended solely on the achievement of the financial targets approved by the compensation committee.at 100%.