In a comment, Kalanick named former Xerox chairwoman and CEO Ursula Burns and former Merrill Lynch chairman and CEO John Thain to the board, which earlier had nine members. Burns will be the third woman on the board, in addition to Nestle executive vice president Wan Martello and former media exec Arianna Huffington.
Kalanick’s potential to unilaterally name these two board posts comes from a now-disputed decision from last year, in which the board granted him the power to make three appointments as part of a $3.5 billion grant from a Saudi Arabia wealth fund. After he was discharged as CEO in June, Kalanick named himself to one of the three seats and held the right to appoint the two other positions.
This resolution comes as Uber and its investors are adjusting a multi-billion dollar deal with Japanese investment firm SoftBank and follows the company’s appointment of Dara Khosrowshahi as its new CEO last month.
“I am selecting these seats now in light of a recent Board proposal to dramatically restructure the Board and significantly alter the corporation voting rights,” Kalanick said in a statement. “It is therefore fundamental that the full Board be in place for proper discussion to occur, especially with such old board members as Ursula and John.”
According to a source familiar with the job, Benchmark Capital, a large shareholder and board seat holder, offered a change in the company’s voting structure earlier this week that would eliminate the super-voting power of shares held by early investors and managers like Kalanick. All shares, in the proposal, would carry same weight in voting matters. The board considered the matter on Thursday and is anticipated to vote on the proposal next week.
“The appointments of Ms. Burns and Mr. Thain to Uber’s Board of Directors came as a perfect surprise to Uber and its Board,” said an Uber spokesperson in a narrative. “That is precisely why we are working to put in place world-class governance to assure that we are building a company every employee and shareholder can be proud of.”
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