Our Class A common stock is listed onBoard assesses the New York Stock Exchange. Underindependence of each of our directors at least annually, and has determined that other than Mr. and Ms. Hartz, all current directors and director nominees are independent in accordance with the listing standards of the New York Stock Exchange independent directors must comprise a majority of a listed company's board of directors. In addition,and the listing standardsapplicable rules and regulations of the New York Stock Exchange require that, subjectSEC. Ms. Hartz is not considered independent because she is our Chief Executive Officer, and Mr. Hartz is not independent because he is married to specified exceptions, each member of a listed company's audit, compensationMs. Hartz and nominating and corporate governance committees be independent. Under the listing standards of the New York Stock Exchange, a director will only qualify as an "independent director" if, in the opinion of that listed company's board of directors, that director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In addition, the Board Leadership Structure

Our board may establish the authorized number of directors from time to time by resolution. Our board currently consists of ten members.

Our boardBoard has established an audit committee,Audit Committee, a compensation committeeCompensation Committee and a nominatingNominating and corporate governance committee. The composition and responsibilitiesCorporate Governance Committee. Members of each of thethese committees of our board is described below. Members serve on these committees until their resignation or until as otherwise determined by our board.

During 2018, Ms.2023 Mses. August-deWilde and Messrs. BothaRiley and Mr. Moriarty all served as members ofon our compensation committee. NoneCompensation Committee. No member of the members of our compensation committeeCompensation Committee is, or has beenwas during or prior to 2023, an officer or employee of our company.Eventbrite or any of its subsidiaries. None of our executive officers currently serves or inserved during 2023 as a director or member of the past year hascompensation committee of another entity where an executive officer of such other entity serves or served as a director of Eventbrite or member of the board or compensation committee (orCompensation Committee.

Identifying and Evaluating Director Nominees

The boardBoard has delegated to the nominatingNominating and corporate governance committeeCorporate Governance Committee the responsibility of identifying suitable candidates for nomination to the boardBoard (including candidates to fill any vacancies that may occur) and assessing their qualifications in light of the policies and principles in these corporate governance guidelinesour Corporate Governance Guidelines and the committee's charter. The nominatingNominating and corporate governance committeeCorporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the nominatingNominating and corporate governance committeeCorporate Governance Committee deems to be appropriate in the evaluation process. The nominatingNominating and corporate governance committeeCorporate Governance Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the board.Board. Based on the results of the evaluation process, the nominatingNominating and corporate governance committeeCorporate Governance Committee recommends candidates for the board of director'sBoard's approval as director nominees for election to the board.Board.

Minimum Qualifications

Our nominatingNominating and corporate governance committeeCorporate Governance Committee uses a variety of methods for identifying and evaluating director nominees and will consider all facts and circumstances that it deems appropriate or advisable. In its identificationidentifying and evaluation ofevaluating director candidates, our nominatingNominating and corporate governance committeeCorporate Governance Committee will consider, among other factors:

StockholdersShareholders may submit recommendations for director candidates to the nominatingNominating and corporate governance committeeCorporate Governance Committee by sending the individual's name and qualificationsinformation set forth below to our General CounselCorporate Secretary at Eventbrite, Inc., 155 5th95 Third Street, 2nd Floor, 7, San Francisco, California 94103, who will forward all recommendations to the nominatingNominating and corporate governance committee. Corporate Governance Committee.

The Nominating and Corporate Governance Committee will evaluate any candidates recommended by stockholdersshareholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management.

Shareholders or other interested parties may send such communicationcontact the Board or one or more of our directors by mailing correspondence to our General Counsel via U.S. Mail or Expedited Delivery Serviceexpedited delivery service to: Eventbrite, Inc., 155 5th95 Third Street, 2nd Floor, 7, San Francisco, California 94103, Attn: Board of Directors c/o General Counsel.

Our boardBoard has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, our boardBoard has adopted a codeCode of business conductBusiness Conduct and ethicsEthics that applies to all of our employees, officers and directors including our Chief Executive Officer, Chief Financial Officerchief executive officer, chief financial officer and other executive and senior financial officers. A copyCopies of our Corporate Governance Guidelines and Code of Business Conduct and Ethics isare available on our Internet website at https://investor.eventbrite.com and may also be obtained without charge by contacting our Corporate Secretary at Eventbrite, Inc., 155 5th95 Third Street, 2nd Floor, 7, San Francisco, California 94103. We intend to disclose any amendments to our Code of Business Conduct and Ethics, or waivers of its requirements, on our website or in filings under the Exchange Act, as required by the applicable rules and exchange requirements. During the fiscal year ended December 31, 2018,2023, no waivers were granted from any provision of the Code of Business Conduct and Ethics.

In September 2018, uponWe maintain a non-employee director compensation policy that was amended effective June 8, 2023, and provides for the recommendation of our compensation committee, we implemented a formal policy pursuant to which our non-employee directorsfollowing:

Non-employee directors are given the opportunity to elect to receive all or a portion of their cash retainer and committee fees in the form of an equity award of unrestricted stock having a grant-dategrant date fair value equal to the amount (or portion of the amount) of such retainer and committee fees.

Our policy also provides that, upon initial election to our board,Board, each non-employee director will be granted an equity award havingwith a fair market value of $165,000 ("Initial Grant"$200,000 (the “Initial Grant”) in the form of which 50% will be restricted stock units ("RSUs") and 50% will be stock options. Furthermore, on the date of each of our annual meetings of stockholders, each non-employee director who will continue as a non-employee director following such meeting will be granted an annual equity award having a fair market value of $165,000 ("Annual Grant") of which 50% will be RSUs and 50% will be stock options.RSUs. If a new non-employee director joins our boardBoard on a date other than the date of our annual meeting of stockholders,shareholders, such non-employee director will be granted a pro rata portion of the Initial Grant, based on the time between his or her appointment and our next annual meeting of stockholders.shareholders. Further, on the date of each of our annual meetings of shareholders, each non-employee director who will continue as a non-employee director following such meeting will be granted equity with a value of $200,000 (the “Annual Grant”) in the form of RSUs. Prior to the June 8, 2023 amendment, the Initial Grant and the Annual Grant were each valued at $185,000, of which 75% was awarded in RSUs and 25% was awarded in stock options. The value of RSU awards under the policy is based on the closing price of the Company’s Class A common stock on the date of grant, and the value of option awards under the policy is determined based on the grant date fair value based on a Black-Scholes valuation of the Company’s Class A common stock with assumptions employed by the Company under ASC Topic 718. The Initial Grant and the Annual Grant will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders,shareholders, subject to continued service as a director through the applicable vesting date. Such awards are subject to full accelerated vesting upon a “sale event” as defined in the sale2018 Stock Option and Incentive Plan.

Directors may receive additional compensation for performing duties assigned by the Board or its committees that are considered beyond the scope of the company.ordinary responsibilities of directors or committee members. No such additional compensation was paid in 2023.

Non-employee directors are given the opportunity to defer settlement of all of the RSUs they receive pursuant to an Initial Grant or Annual Grant pursuant to the terms and conditions of our policy, the 2018 Stock Option and Incentive Plan and the Non- Employee Directors'Non-Employee Directors’ Deferred Compensation Program (such RSUs elected for deferral, "deferred“deferred stock units"units”). Deferred stock units will generally be settled in shares of our Class A common stock in a single lump sum as soon as practicable (but in no event later than 30 days) after the end of the earlier to occur of the following: (i) 90 days after the non-employee director ceases to serve as a member of our boardBoard and incurs a "separation“separation from service"service” within the meaning of Section 409A of the Code, (b) the consummation of a "sale event" (as defined in our 2018 Plan)sale event so long as such "sale event"sale event constitutes a "change“change in the ownership or effective control of the company or in the ownership of a substantial portion of the assets of the company"company” within the meaning of Section 409A of the Code or (c) 90 days after the date of the non-employee director'sdirector’s death.

Employee directors will receive no additional compensation for their service as a director.

We will reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our boardBoard or any committee thereof.

The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors for the year ended December 31, 2018.2023. Directors who also serve as employees receive no additional compensation for their service as directors. During the fiscal year ended December 31, 2018,2023, Ms. Hartz, our Chief Executive Officer, and Mr. Dreskin, our President, Music, were eachwas an employee as well as a member of our board, as well as an employee,Board and thus received no additional compensation for her or his services as a director. See the section titled "Executive Compensation"“2023 Summary Compensation Table” below for more information about Ms. Hartz'sHartz’s compensation for the year ended December 31, 2018,2023.

As of December 31, 2018, Ms. August-deWilde2023, our non-employee directors held the following outstanding equity awards:

Our Board of Directors has adopted stock ownership guidelines for 2,447our non-employee directors, effective January 1, 2022 and amended as of July 23, 2023. Pursuant to these stock ownership guidelines, each current non-employee director and any newly appointed non-employee director is required to, by the later of January 1, 2027 (the date five years from the guidelines’ implementation date) or, for newly elected directors, the date five years from the date of his or her election to the Board, own shares of the Company’s common stock having an aggregate value (based on the higher of (i) the closing price of our stock on the trading day immediately preceding the calculation day or (ii) the 18 month average closing price prior to the date of calculation) at least equal to five times the amount of the annual cash retainer that we currently pay our non-employee directors, excluding any additional retainers paid for serving on committees. For purposes of this calculation, shares of the Company’s common stock held directly or indirectly by the non-employee director are included, including RSU awards (net of any purchase/exercise price or tax obligations), while any outstanding stock option awards are excluded. Until a director has satisfied his or her applicable guideline level, the applicable director is required to retain an amount equal to 25% of the shares (net of any purchase/exercise price or tax obligations) as a result of the exercise, vesting or settlement of any equity awards granted to such director.

Our Audit Committee is composed solely of independent directors as required by the listing standards of the New York Stock Exchange and rules and regulations of the SEC. Our Audit Committee operates under a written charter approved by our Board, which is available on our website at https://investor.eventbrite.com/. The Audit Committee reviews and assesses the adequacy of its charter and the Audit Committee's performance on an optionannual basis.

Management is responsible for establishing and maintaining internal controls and preparing our consolidated financial statements. Our independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements. It is the responsibility of the Audit Committee to purchase 5,645oversee these activities. It is not the responsibility of the Audit Committee to prepare Eventbrite’s financial statements. This is the responsibility of management.

Approval of the Proposed Amendment requires the affirmative vote of the holders of a majority of the voting power of the outstanding shares of our common stock, Mr. Botha held RSUs for 2,447 shares and an option to purchase 5,645 shares of our common stock, Mr. Dreskin held options to purchase 878,052 shares of our common stock, Mr. Hartz held RSUs for 2,447 shares and an option to purchase 1,255,645 shares of our common stock, Ms. Lauder held RSUs for 1,582 shares and an option to purchase 2,917 shares of our common stock, Mr. Moriarty held RSUs for 2,447 shares and options to purchase 55,645 shares of our common stock, Ms. Norrington held RSUs for 2,447 shares and options to purchase 240,608 shares of our common stock, Ms. Riley held RSUs for 2,447 shares and options to purchase 269,964 shares of our common stock, and Mr. Tomlinson held RSUs for 2,447 shares and options to purchase 196,037 shares of our common stock. David Morin, who resigned from the board in 2018, did not have any outstanding equity awards

The Audit Committee has appointed Moss Adams as our independent registered public accounting firm for 2024 and recommends that shareholders vote to ratify that appointment.

Moss Adams acted as our independent registered public accounting firm in 2023. We expect representatives of December 31, 2018.

On April 17, 2023, in connection with the stockholders.

During the fiscal years ended December 31, 2022 and 2021 and through April 17, 2023, neither the Company nor anyone acting on its behalf consulted with Moss Adams regarding: (i) the application of accounting principles to a specific transaction, either completed or she so chooses. The representative will alsoproposed, or the type of audit opinion that might be availablerendered on the Company’s financial statements, and neither a written report nor oral advice was provided to respondthe Company that Moss Adams concluded was an important factor considered by the Company in reaching a decision as to appropriate questions from stockholders.any accounting, auditing or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Audit Committee is required to pre-approve all audit and permissible non-audit services to be provided by theour independent registered public accounting firm. As part of its review, our audit committeethe Audit Committee also considers whether the categories of pre-approved services are consistent with the rules on accountant independence of the SEC and the Public Company Accounting Oversight Board. Our audit committee hasThe Audit Committee pre-approved all of the services performed by the independent registered public accounting firm since the pre-approval policy was adopted prior to our initial public offering.described above.

The ratification of the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, 2019 requires the affirmative vote of a majority of the voting power of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote against this proposal, and broker non-votes will have no effect.