You are cordially invited to attend the 20232024 Annual Meeting of Stockholders of BuzzFeed, Inc., which will be held virtually at https://www.cstproxy.com/buzzfeed/20232024 on Wednesday, May 31, 2023Thursday, April 25, 2024 at 2:00 p.m. Eastern Time.

The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. The Annual Meeting materials include the notice, proxy statement, our annual report and proxy card.

Your vote is important. Whether or not you plan to attend the Annual Meeting virtually, please cast your vote as soon as possible by Internet or if you received a paper proxy card and voting instructions by mail, 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 virtually. Returning the proxy does not affect your right to attend the Annual Meeting virtually or to vote your shares virtually during the Annual Meeting.

This proxy statement includes forward-looking statements within the meaning of Section 27A of the Securities Act, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this proxy statement other than statements of historical fact, including statements regarding our future operating results and financial condition, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expect,” “believe,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “seeks,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words.

These statements are not historical facts and are based on current expectations, estimates, and projections about our industry, management'sour management’s beliefs, and certain assumptions made by our management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates, and uncertainties that are difficult to predict. For a discussion of some of the risks and important factors that could affect our future results and financial condition, see “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022,2023 (our “2023 Form 10-K”), and our other filings with the Securities and Exchange Commission (the “SEC”), which are available on the Investor Relations page“Investor Relations” section of our website, which is located at https://investors.buzzfeed.com, and on the SEC website at www.sec.gov.

All forward-looking statements contained herein are based on information available to us as of the date hereof and you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this proxy statement or to conform these statements to actual results or revised expectations, except as required by law. Undue reliance should not be placed on forward-looking statements.

The accompanyingAs noted above, these materials include (1) this proxy is solicited on behalfstatement for use at the 2024 annual meeting of the board of directorsstockholders of BuzzFeed, Inc., a Delaware corporation (“BuzzFeed,” “we,” “us,” “our” or the “company”), for use at our 2023 annual meeting of stockholders to be held virtually at https://www.cstproxy.com/buzzfeed/20232024 on Wednesday, May 31, 2023Thursday, April 25, 2024 at 2:00 p.m. Eastern Time, and any adjournment or postponement thereof (the “Annual Meeting”). The Notice of Internet Availability of Proxy Materials, this and (2) our 2023 Form 10-K. This proxy statement for the Annual Meeting and the accompanying form ofenclosed proxy card were first distributed and made available on the Internetmailed to our stockholders beginning on or about April 21, 2023. An annual report11, 2024.

The accompanying proxy is solicited on behalf of the board of directors of BuzzFeed, Inc. for use at the fiscal year ended December 31, 2022 is available withAnnual Meeting. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the Annual Meeting.

You are receiving this proxy statement because our board of directors is soliciting your proxy to vote your shares at the Annual Meeting with respect to the proposals described in this proxy statement. This proxy statement includes information that we are required to provide to you pursuant to the rules and regulations of the SEC and is designed to assist you in voting your shares.

Only holders of record of our Class A common stock or our Class B common stock at the close of business on April 14, 20231, 2024 (the “record date”) will be entitled to vote at the Annual Meeting. At the close of business on the record date, we had 133,444,050140,315,010 shares of Class A common stock and 6,675,5175,473,940 shares of Class B common stock outstanding and entitled to vote. At the close of business on the record date, our directors and executive officers and their respective affiliates beneficially owned and were entitled to vote 24,665,19424,004,947 shares of Class A common stock and 6,437,4165,237,416 shares of Class B common stock at the Annual Meeting, representing approximately 74%69% of the voting power of the shares of our Class A common stock and Class B common stock outstanding on such date. For 10 days prior to, and during, the Annual Meeting, a complete list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relating to the Annual Meeting at the online meeting location (https://www.cstproxy.com/buzzfeed/2023)2024).

The holders of a majority of the voting power of the issued and outstanding shares of our Class A common stock and our Class B common stock entitled to vote at the Annual Meeting as of the record date, voting together as a single class, 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 have properly submitted (and not properly revoked) a proxy or if you are present and vote in person at the Annual Meeting.

In deciding all matters at the Annual Meeting, each share of Class A common stock represents one vote and each share of Class B common stock represents 50 votes. You may vote all shares owned by you as of the record date, including (1) shares held directly in your name as the stockholder of record and (2) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee. There are no dissenter or appraisal rights relating to the matters to be acted upon at the Annual Meeting.

None of our non-employee directors have any substantial interest in any matter to be acted upon except with respect to the directors so nominated. None of ouror executive officers have any substantial interest in any matter to be acted upon except, in the case of Proposal No. 1, with respect to the amendmentdirectors so nominated and, with respect to Proposal No. 2, to the extent of their ownership of our second amendedClass A common stock and restated certificate of incorporation to limit the liability of certain officers of the Company.Class B common stock.

Under Delaware law, abstentions are counted as present and entitled to vote for purposes of determining whether a quorum is present. At the Annual Meeting, abstentions will have no effect on Proposal No. 1 or Proposal No. 3, but will have the effect of a vote against Proposal No. 2.

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted because the broker did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. Under Delaware law, broker non-votes are counted as present and entitled to vote for purposes of determining whether a quorum is present. However, brokers have limited discretionary authority to vote shares that are beneficially owned. While 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 Proposal No. 3 is considered a routine matter and brokers have discretionary authority to vote shares that are beneficially owned on Proposal No. 3. If a broker chooses not to vote shares for or against Proposal No. 3, it would have the same effect as an abstention. If a broker chooses not to vote shares with respect to Proposal No. 1, it will have no effect on the proposal. If a broker chooses not to vote shares with respect to Proposal No. 2, it will have the effect of a vote against Proposal No. 2.

If you are not certain whether you are a record holder or beneficial holder, you may contact our transfer agent, Continental Stock Transfer & Trust Company, by phone at (917) 262-2373, or by e-mail at proxy@continentalstock.com.

Votes submitted through the Internet must be received by 11:59 p.m. Eastern Time on May 30, 2023.April 24, 2024. Submitting your proxy, whether through the Internet or if you request or receive a paper proxy card, 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. 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, 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, 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 through the Internet, or by mail. If you requested or received paper proxy materials and you intend to vote by mail, please complete, sign, and return each proxy card you received to ensure that all of your shares are voted.

We strongly recommend that you vote your shares in advance of the meeting as instructed above, even if you plan to attend the Annual Meeting virtually.

A stockholder of record who has given a proxy may revoke it at any time before it is exercised at the Annual Meeting by:

Please note, however, that if your shares are held of record by a broker, bank, trustee, or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.

We will pay the expenses of soliciting proxies, including preparation, assembly, printing, and mailing of this proxy statement, the proxy, and any other information furnished to our stockholders. 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, e-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 or vote through the Internet, you are responsible for any Internet access charges you may incur.

Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. The preliminary voting results will be announced at the Annual Meeting. The final results will be tallied by the inspector of elections and filed with the SEC in a Current Report on Form 8-K within four business days of the Annual Meeting.

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 conducts an annual review of the independence of our directors. Based on information provided by each director concerning their background, employment and affiliations, our board of directors determined that Angela Acharia, Joan Amble, Greg Coleman, Patrick Kerins, Janet Rollé, and Adam Rothstein, representing sixfive of our sevensix current directors, are “independent directors” as defined under the applicable rules, regulations, and listing standardsrequirements of the Nasdaq Stock Market, LLC (“Nasdaq”), 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, corporate governance, and corporate responsibility committee are independent and satisfy theany relevant SEC and Nasdaq independence requirements for such committees.

Throughout the year, our board of directors discusses corporate governance practices with management and third-party advisors to ensure that the board of directors and its committees follow practices that are optimal for the company and its stockholders. Based on an evaluation process recommended by our nominating, corporate governance, and corporate responsibility committee pursuant to the committee’s authority set forth in its charter, our board of directors conducts an annual self-evaluation in order to determine whether the board of directors and its committees are functioning effectively.

The nominating, corporate governance, and corporate responsibility committee periodically considers the leadership structure of our board of directors and makes such recommendations to our board of directors with respect thereto as appropriate.thereto. When the positions of chairperson and chief executive officer are held by the same person, our board of directors may designate a “lead independent director.” In cases in which the chairperson and chief executive officer are the same person, the chairperson schedules and sets the agenda for meetings of our board of directors in consultation with the lead independent director, and the chairperson, or if the chairperson is not present, the lead independent director, chairs such meetings.

chairperson of our board of directors provides us with optimally effective leadership and is in our best interests and those of our stockholders. Mr. Peretti founded, and has led, our company since its inception. Our board of directors believes that Mr. Peretti’s strategic vision for our business, his in-depth knowledge of our operations and the technology and media industry, and his experience serving on our board of directors and as Chief Executive Officer since our inception make him well qualified to serve as both chairperson of our board of directors and Chief Executive Officer.

Because Mr. Peretti serves in both these roles, our independent directors appointed Patrick Kerins to serve as our lead independent director. Asa lead independent director, Mr. Kerinswho has the roles and responsibilities described below under “—Lead Independent Director with Defined Roles and Responsibilities.”

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 our other sound corporate governance policies and practices.

As noted above, our board of directors recognizes that in circumstances like ours where the positions of Chairman and CEO are combined, a strong lead independent director with a clearly defined role and set of responsibilities is paramount for constructive and effective leadership.

The non-employee directors meet in regularly scheduled executive sessions without management to promote open and honest discussion. As noted above, our lead independent director currently Mr. Kerins, is the presiding director at these meetings.

Our board of directors has established three standing committees: an audit committee, a compensation committee, and a nominating, corporate governance, and corporate responsibility committee. The composition and responsibilities of each committee are described below.

A copy of the charters for each committee are available, without charge, upon request in writing to BuzzFeed, Inc., 229 West 43rd Street, 10th Floor, New York, New York 10036, Attn: Chief Legal & Compliance Officer and Corporate Secretary, or in the “Investors” section of our website, which is located at https://investors.buzzfeed.com, by clicking on “Documents & Charters” in the “Corporate Governance” section of our website. Members

Committee members serve on these committees until their resignations or until otherwise determined by our board of directors.

Our audit committee is currently composed of Ms. Amble,Mr. Rothstein, who is the chairperson, of our audit committee, and Messrs.Mr. Kerins and Rothstein. EachMs. Rollé. As noted above (see “—Board Leadership Structure” above), each member of our audit committee is independent under the currentrelevant Nasdaq listing rules and SEC rules and regulations. regulations for audit committee members. Mr. Kerins is not standing for re-election to our board of directors at the Annual Meeting, but will serve as a Class III director and as a member of our audit committee until the Annual Meeting. Following the Annual Meeting, the audit committee will consist of Mr. Rothstein, as chairperson, and Ms. Rollé. At that time, as Nasdaq listing requirements require us to have at least three independent directors serving on our audit committee, we will no longer be compliant with Nasdaq Listing Rule 5605(c)(2)(A) but will have until the earlier of our 2025 annual meeting of stockholders and April 25, 2025 (i.e., one year from the date on which we ceased to be compliant) to regain compliance.

Each member of our audit committee is also able to read and understand fundamental financial statements and is financially literate as required by the current Nasdaq listing standards.requirements. Further, our board of directors has also determined that Ms. AmbleMr. Rothstein is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act and the Exchange Act (“Regulation S-K”). This designation does not impose any duties, obligations, or liabilities that are greater than those generally imposed on members of our audit committee and our board of directors.

We have adopted a compensation committee charter which outlines the principal functions of the compensation committee, which include:

Our nominating, corporate governance, and corporate responsibility committee is currently composed of Ms. Rollé, who is the chairperson, of the nominating, corporate governance, and corporate responsibility committee, and Mss.Ms. Acharia and Amble. EachMr. Coleman and, assuming Mr. Coleman is re-elected, there are no changes anticipated following the Annual Meeting.

As noted above (see “—Board Leadership Structure” above), each member of our nominating, corporate governance, and corporate responsibility committee is independent under the currentrelevant Nasdaq listing rules and SEC rules and regulations.

We have adopted a nominating, corporate governance, and corporate responsibility committee charter which outlines the principal functions of the nominating, corporate governance, and corporate responsibility committee, which include:

Our board of directors actively oversees our management’s establishment and execution of corporate strategy, including major business and organizational initiatives, annual budget and long-term strategic plans, capital allocation priorities, potential corporate development opportunities, periodic review of financial performance, and risk management. At its regularly scheduled meetings and throughout the year, our board of directors receives information and formal updates from our management and actively engages with the senior leadership team with respect to our corporate strategy. Our board of directors’ diverse skill set and experience enhances our board of directors’ ability to support management in the execution and evaluation of our corporate strategy. The independent members of our board of directors also hold regularly scheduled executive sessions at which strategy is discussed.

Our management has the day-to-day responsibility of assessing and managing our risk exposure, and our board of directors and its committees oversee those efforts.

Our board of directors, as a whole, has responsibility for overseeing our risk management process, although the committees of our board of directors oversee and review risk areas that are particularly relevant to them, as described below. The risk oversight responsibility of our board of directors and its committees is supported by our management reporting processes, including those described below under “—Managements’ Role in Risk Oversight.”

Our board of directors reviewsoversees financial, strategic and operational risks we face, including those associated with our business strategy, significant litigation and regulatory exposures, and other matters that may present material risk in the context of discussions, question-and-answer sessions, and reports from the management team at each regularto our financial performance, operations, plans, prospects or reputation. The board meeting—and outsidealso evaluates our management’s approach to addressing such meetings as needed.risks. Our board of directors also evaluates the risks inherent in all significant transactions.

The full board has delegated responsibility for certain areas of the board of directors,risk to each of which consists entirely of independent directors, meets with key management personnel and representatives of outside advisors to oversee risks associated with their respective principal areas of focus.its standing committees:

During 2022,2023, our board of directors met ninefourteen times and acted by unanimous written consent eight times,six times; the audit committee met tentwelve times; the compensation committee met five times and acted by unanimous written consent two times, the compensation committee met ten times and acted by unanimous written consent four times,three

times; and the nominating, corporate governance, and corporate responsibility committee met four times and acted by unanimous written consent onethree time. During 2022,2023, each member of our board of directors attended at least 75%85% of the aggregate of all meetings of our board of directors and of all meetings

Our policy is to invite and encourage each member of our board of directors to be present at our annual meetings of stockholders. At our 20222023 annual meeting of stockholders, all but twothree directors were in attendance.

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 chairperson or lead independent director) may do so by letters addressed to the attention of our Corporate Secretary.

This process assists our board of directors in reviewing and responding to stockholder communications. The board of directors has instructed the Corporate Secretary to review correspondence directed to the board of directors and, at their discretion, to forward items that he deems to be appropriate for the board of directors’ consideration. 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 will not be provided to directors.

The address for these communications is:

We have adopted a code of ethics—our Code of Conduct—that applies to all of the members of our board of directors, officers, and employees, and we expect our agents and contractors to conform to the standards of our Code of Conduct. Our Code of Conduct is posted on the “Investor Relations” section of our website, which is located at https://investors.buzzfeed.com, under “Documents & Charters” in the “Corporate Governance” section of our website.under “Documents & Charters.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Conduct by posting such information on our website at the address and location specified above.

In order to align the interests of our management and our board of directors with those of our shareholders,stockholders, we believe that every executive officer and director should maintain a meaningful ownership stake in the Company. Accordingly, in December 2022, our board of directors has adopted guidelines providing that: (1) our Chief Executive Officerchief executive officer is expected to beneficially own shares of our common stock with a value at least equal to five times his or her then-current annual base salary; (2) each other executive officer is expected to beneficially own shares of our common stock with a value at least equal to two times his or her then-current annual base salary; and (3) each of our non-employee directors is expected to beneficially own shares of our common stock with a value at least equal to five times his or her then-current annual retainer. Unvested restricted stock units representing the right to receive shares of our Class A common stock (“RSUs”) are counted for purposes of determining compliance with these guidelines.

The individuals subject to these guidelines are expected to accumulate the required stock within five years (so that any person who has been subject to the guidelines since the date on which these guidelines were adopted in 2022 should be in compliance by 2027, and any person who subsequently becomes subject to them (e.g., upon their election as an executive officer or non-employee director) has five years from the date on which they becomes subject to them to be in compliance). Further, if any such executive does not satisfy these guidelines within the five-year period, then, until he or she satisfies the guidelines, he or she will be required to hold 50% of the net shares received upon exercise of stock options or upon the vesting of RSUs, and if any such director does not satisfy these guidelines within the five-year period, then, until he or she satisfies the guidelines, he or she will be required to hold 100% of the net shares received upon the vesting of RSUs.

None of our executive officers or non-employee directors have been subject to the guidelines for five or more years.

At BuzzFeed, we are committed to a structure that promotes effective policy and decision making at both the board of directors and management level. Currently, the board and its committees review, and discuss with our management, matters related to human capital, including diversity, equity and inclusion, talent development, workplace culture, and compensation and benefits.

Candidates for nomination to our board of directors are selected by our board of directors based on the recommendation of the nominating, corporate governance, and corporate responsibility committee in accordance with the committee’s charter, our second amended and restated certificate of incorporation, andas amended (our “certificate of incorporation”), our restated bylaws (our “bylaws”), and the criteria approved by our board of directors regarding director candidate qualifications. In recommending candidates for nomination, the nominating, corporate governance, and corporate responsibility 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 appropriate and, in addition, the 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 “Additional Information—Stockholder Proposals to Be Presented at Next Annual Meeting.”

With the goal of developing a diverse, experienced, and highly qualified board of directors, the nominating, corporate governance, and corporate responsibility 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 any specific minimum qualifications that the committee believes must be met by a committee-recommended nominee for membership on ourthe board of directors and any specific qualities or skills that the committee believes are necessary for one or more of the members of our board of directors to possess. We value diversity on a company-wide basis and seek to achieve a mix of board members that represent a diversity of background and experience, including with respect to age, gender, race, ethnicity, and occupation. Although our board of directors does not establish specific goals with respect to diversity, the board’s overall diversity is a significant consideration in the director nomination process.

Because 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 the Nasdaq listing requirements and the provisions of our second amended and restated certificate of incorporation, restatedour bylaws, and the charters of the committees of our board of directors. In addition, neither our board of directors nor ourits nominating, corporate governance, and corporate responsibility committee has a formal policy with regard to the consideration of diversity in identifying nominees. When considering nominees, the nominating, corporate governance, and corporate responsibility 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, knowledge about our business or industry, and ability to devote adequate time and effort to responsibilities of our board of directors in the context of its existing composition. Through the nomination process, the nominating, corporate governance, and corporate responsibility 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 No. 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 second amended certificate of incorporation and restatedour bylaws provide that the authorized number of directors may be set and changed only by resolution of our board of directors. Unless our board of directors determines that vacancies on the board of directors will be filled by our stockholders, such vacancies may be filled only by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy will hold office until the next election of the class to which such director has been assigned and until his or her successor is duly elected and qualified or until his or her earlier death, disqualification, resignation, or removal.

Our board of directors currently consists of sevensix directors and is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors in Class IIIII will stand for election at the Annual Meeting.

Our compensation arrangements for non-employee directors are reviewed periodically by our compensation committee and our board of directors.

The compensation program adopted by our board of directors December 2021, a copy of which is filed as an exhibit to our 2023 Form 10K, provides for the following:

Non-employee directors receive no other form of remuneration, perquisites or benefits, but are reimbursed for their ordinary, reasonable, and necessary expenses incurred in the course of Company business (e.g., travel expenses incurred in attending board and committee meetings).

The following table provides information for the year ended December 31, 20222023 regarding all compensation awarded to, earned by or paid to each person who served as a director for some portion or all of 2022,2023, other than Mr. Peretti, the Chairman of our board of directors and our Chief Executive Officer, who is not included in the table below, as he is an employee and receives no compensation for his service as a director. The compensation received by Mr. Peretti, our only employee director, is shown in the “Executive Compensation—Summary Compensation Table” below.

Our board of directors believes it is importantproposing that our stockholders grant discretionary authority to provide officers from certain liabilitiesour board of directors to amend our certificate of incorporation to combine the outstanding shares of each of our Class A common stock and expensesClass B common stock into a lesser number of outstanding shares our Class A common stock and Class B common stock, as allowedthe case may be, commonly known as a reverse stock split. More specifically, if this Proposal No. 2 is approved by Section 102(b)(7) of the DGCL that may discourage prospective or current officers from accepting or continuing membership on corporate boards and prospective or current officers from working at BuzzFeed. In the absence of such protection, officers might be deterred from serving as officers due to exposure to personal liability and the risk that substantial expense will be incurred in defending lawsuits, regardless of merit. In particular,our stockholders, the board of directors took into accountwould have the narrow class and type of claims from which such officers would be exculpated from liability pursuantsole discretion as to whether to effect the amended Section 102(b)(7)Reverse Stock Split, if at all, within one year of the DGCL,date the limited numberproposal is approved by our stockholders and to fix the specific ratio for the combination, within a range of our officersone-for-two (1-for-2) to a maximum of a one-for-twenty five (1-for-25) split.

We believe that would be impacted, and the benefitsenabling the board of directors believes would accrue to determine the Company by providing exculpation in accordance with Section 102(b)(7)timing of the DGCL, including, without limitation,Reverse Stock Split (including whether to implement it at all) and to fix the abilityspecific ratio of the Reverse Stock Split within the stated range will provide us with the flexibility to attract and retain key officers, andmaximize the potential to reduce litigation costs associated with frivolous lawsuits.anticipated benefits for our stockholders.

OurThe exact timing of the amendment will be determined by the board of directors balanced these considerationsbased on its evaluation as to when such action would be the most advantageous to our Company and our stockholders. In addition, the board of directors reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to abandon the amendment and the Reverse Stock Split if, at any time prior to the effectiveness of the filing of the amendment with our Corporate Governance Guidelines and corporate governance practices and determinedthe Secretary of State of the State of Delaware, the board of directors, in its sole discretion, determines that it is no longer in our best interest and the best interests of us and our stockholders to amendproceed.

In fixing the current exculpationratio of the Reverse Stock Split, the board of directors may consider, among other things, the initial and liability provisions in Article VIIIcontinued listing requirements of Nasdaq, then-current market price of our second amended and restated certificate of incorporation to extend exculpation protection to certainClass A common stock, trading volatility of our officers in addition to our directors.

The Reverse Stock Split, if approved by amended DGCL Section 102(b)(7). The Proposed Amendmentour stockholders and effected by our board of directors, would amend Article VIII so that it would state in its entirety as follows:

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of February 28, 2023,March 11, 2024, by:

We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares beneficially owned, subject to applicable community property laws. ApplicableThe applicable percentage ownership of Class A common stock is based on the 126,541,522140,189,693 shares of Class A common stock outstanding as of February 28, 2023,March 11, 2024 and the applicable percentage ownership of Class B common stock is based on the 6,675,5175,473,940 shares of Class B common stock outstanding as of February 28, 2023, applicable percentage ownership of Class C common stock is based on the 6,478,031 shares of Class C common stock outstanding as of February 28, 2023,March 11, 2024, and percentage of combined voting power reflects the voting power of the named beneficial owner giving effect to all outstanding shares of Class A common stock and Class B common stock. Our Class C common stock is non-voting. In accordance with SEC rules, shares of our Class A common stock subject to stock options that are exercisable on or within 60 days of February 28, 2023March 11, 2024 or RSUs representing the right to receive shares of our Class A common stock that vest and settle within 60 days of February 28, 2023March 11, 2024 are deemed to be outstanding and to be beneficially owned by the person holding the stock options or RSUs for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. There were no shares of our Class B common stock subject to stock options that were exercisable on or within 60 days of February 28, 2023March 11, 2024 or RSUs representing the right to receive shares of our Class B common stock that may vest and settle within 60 days of February 28, 2023. On March 15, 2023, all11, 2024. There were no shares of the Class C common stock, was converted into Class A common stock, which resulted in the issuance of an additional 6,478,031nor any rights to acquire shares of Class AC common stock.stock, outstanding as of March 11, 2024. Unless otherwise indicated, the address of each of the individuals and entities listed in the table below is c/o BuzzFeed, Inc., 229 West 43rd Street, 10th Floor, New York, New York 10036.

The following table provides information concerning compensation awarded to, earned by or paid to each of our named executive officers for all services rendered in all capacities during the last two or fewer fiscal years during which such individuals were named executive officers.

We will, from time to time, grant equity awards in the form of stock options and/or RSUs to our named executive officers, which are generally subject to vesting based on each named executive officer’s continued service with us. Each of our named executive officers currently holds RSUs with respect to shares of our Class A common stock that were

For 2022,2023, each of our named executive officers was eligible for a cash bonus under our corporate bonus plan based on the achievement of corporate performance targets and his or her individual performance.

Specifically,Specifically: (1) Mr. Peretti was eligible for a cash bonus with a target equal to 100% of thehis 2023 base salary hesalary; (2) Mr. Arroyo was paideligible for 2022,a cash bonus with a target equal to 50% of his 2023 base salary; (3) Ms. Martin was eligible for a cash bonus with a target equal to 60% of theher 2023 base salary she was paid for 2022,salary; and Mr. Baesler(4) Ms. DellaFortuna was eligible for a cash bonus with a target equal to 60% the50% her 2023 base salary, he wasin each case subject to his or her continued employment through the date, if any, on which we paid bonuses for 2022.the year under the plan. For each:

See “—Summary Compensation Table” aboveOur compensation committee determined that, because of our financial performance for information about payments2023, no bonuses would be paid to our namedany executive officers or employees of the Company under the corporate bonus plans for 2022 under this program.2023. Further, even if bonuses had been paid for 2023, neither Ms. Martin nor Ms. DellaFortuna would have been eligible, as Ms. Martin’s employment ended prior to the date any bonuses for 2023 would have been payable and Ms. DellaFortuna was not employed through the end of 2023.

The table below sets forth the outstanding equity awards for our named executive officers as of December 31, 2022.2023. All of the outstanding equity awards were granted under the 2021 EIP.    

Currently, we have an offer letters agreementsletter agreement with Ms.Mr. Arroyo and, prior to their respective terminations of employment, had an offer letter agreement with each of Mss. Martin and Mr. Baesler.DellaFortuna, a copy of each of which is filed as an exhibit to our 2023 Form 10-K. Mr. Peretti, our Founder, Chairman and Chief Executive Officer, is not party to an offer letter, or employment

agreement, with us and, as is the case with both Ms.Mr. Arroyo, and was the case for each of Mss. Martin and Mr. Baesler,DellaFortuna, is employed on an at-will basis, with no fixed term of employment.

Each of our named executive officers will receive (or, the case of Mss. Martin and DellaFortuna, would have received) benefits upon certain qualifying terminations of employment as described below under “—Potential Payments upon Termination or Change in Control.”

Ms. Martin, who was our President isfrom August 1, 2022 until January 12, 2024, was party to an offer letter with us dated March 25, 2022 and amended on August 4, 2022. As noted above, Ms. Martin iswas an at-will employee. Pursuant to her offer letter:

Ms. DellaFortuna received additional grants of equity not contemplated by us.

On February 4, 2022, the compensation committee of our board of directors approved and adopted a Change in Control and Severance Plan, effective as of February 4, 2022, covering our executive officers including(including our named executive officers, other executive officers, executive vice presidentsofficers) and other employees as designated by the board of directors or the compensation committee (“the Change in Control and Severance Plan”). Capitalized terms used in description, a copy of the Change in Control and Severance Plan but not defined herein have the meaning givenwhich is filed as an exhibit to such terms in such plan.2023 Form 10-K.

The Change in Control and Severance Plan provides for benefits upon eithera “qualifying termination” — a termination by the Company of the participant’s employment without Cause“cause” or a resignation by the participant for Good Reason, either referred to“good reason” (in each case, as a Qualifying Termination.defined in the Change in Control and Severance Plan). The benefits providedto which a participant may be entitled under the Change in Control and Severance Plan vary depending on whether the participant is subject tohas been designated by our compensation committee as a Qualifying Termination within the 12-month period following a Change in Control, or a Change in Control Period. Under the Change in Control and Severance Plan, participants are identified as “Tier 1,” “Tier 2,” “Tier 3” or “Tier 4.”4” participant and whether or not a qualifying termination occurs within the 12-month period following a “change in control” (as defined in the Change in Control and Severance Plan):