What You Need to Know About Engine Capital

Engine Capital’s Actions

1

Engine owns less than 1% of our common stock.

2

Members of our board of directors and management team, including CEO David Risher, have engaged extensively with Engine Capital over the past several months in an attempt to better understand their views and share ours.

3

As part of good faith efforts to seek a resolution that would avoid a costly and time-consuming proxy contest, the board of directors’ Nominating and Corporate Governance Committee closely, and with an open mind, reviewed the qualifications of the two director candidates put forth by Engine Capital.

4

Ultimately, we determined that the skills or experiences that each candidate would bring were neither additive nor complementary to the Board’s current composition.

5

We’re already undertaking many of the actions suggested by Engine Capital—and, because we constantly dive deep to understand the needs of our customers and shareholders, we were executing these moves long before they were suggested.

6

We believe that Engine Capital’s self-serving campaign would derail our compelling value creation strategy.

We believe Engine’s self-serving campaign would derail our compelling strategy and is not in the best interests of all our stockholders at this time.

Engine Capital’s Nominations

Engine Capital is nominating two individuals who have previously worked with Engine on boards at other companies, a typical tactic of activist investors. In this case, those companies had dramatically different industries and business models than Lyft’s.

Alan L. Bazaar

Director at Orthofix Medical, Inc. since 2023

  • INSERT VALUE-DESTRUCTIVE TRACK RECORD (TSR ANALYSIS, ETC.)
  • Appointed to the boards of Orthofix, PDL BioPharma, Sparton Corporation and LoJack Corporation through settlement agreements with Engine Capital.

Daniel B. Silvers

Director of MRC Global since 2024

  • INSERT VALUE-DESTRUCTIVE TRACK RECORD (TSR ANALYSIS, ETC.)
  • Appointed to the board of MRC Global through a settlement agreement with Engine Capital
Engine Capital’s Nominees are NOT Aligned with Your Best Interests
We believe Engine’s self-serving campaign would derail our compelling strategy and is not in the best interests of all our stockholders at this time.

Every vote counts. VOTE TODAY.

Our board of directors does NOT endorse the election of Engine Capital’s nominees and urges you to vote “FOR” only the nominees recommended by our board of directors: Sean Aggarwal, Jill Beggs, Ariel Cohen and Betsey Stevenson.

We urge you to protect the value of your investment in Lyft by following the instructions on the WHITE proxy card to vote “FOR” the nominees and proposals recommended by our board of directors and to disregard any materials and NOT to sign, return or vote using any BLUE proxy card sent to you by or on behalf of Engine Capital, even as a protest vote.

How to Vote
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