From Super-Voting to Equal Voting: Lyft’s Class B Share Conversion

September 12, 2025

By Caoimhe Taylor

On August 14, 2025, Lyft Inc’s co-founders Logan Green and John Zimmer announced that they would be leaving the Board, stepping down from their respective Chairman and Vice-Chairman positions, following a two-year transition period after their decision to depart the company in June 2023, with Sean Aggarwal assuming the position of Board Chairman. Green and Zimmer will retain around 9.7 million shares of the company’s Class A common stock.

This departure triggered the conversion of Lyft’s Class B common stock shares to Class A shares. The company’s Class B shares, of which there were over 8.5 million in issue, were considered ‘super-voting’ shares, as they deviated from the traditional one-share-one-vote structure; Class B shares were instead worth 20 votes per share. The conversion became effective on 15 August, equalising the voting power of all of Lyft’s shares.

Dual-class share structures (DCSS) are typically ill-favoured by investors, although they are not rare within US markets. While there are benefits to maintaining dual-class voting structures, giving founders the ability to control the long-term vision of their companies, these benefits diminish if such structures are maintained over long periods, and can result in power entrenchment and concentration, whilst minimising shareholder rights. However, DCSS remain prevalent in the US, with Minerva noting that over 250 US companies within Minerva’s coverage have some form of multiple voting rights.

Generally, it is recommended that if companies do maintain DCSS, they should establish sunset provisions, meaning that certain events will trigger the automatic conversion of all dual-class shares to a one vote per share structure. While such sunset provisions are not mandatory in the US, it is considered good practice to establish time-based sunset clauses, with the CII recommending that companies adopt a period of seven years or less from their IPO as the timeframe for automatic conversion.

Minerva notes that the company had already established sunset clauses to automatically convert all of its multiple vote shares to single vote shares. The existing provisions were thus: a dilution-based provision, activated if the controlling shareholders owned less than 20% of aggregate shares in issue; a transfer-based provision that would be activated upon the transfer of shares to any non-permitted transferees, and an event-based provision which would be triggered following the incapacity of the founders.

While the company had not previously adopted the recommended time-based sunset provision of conversion within seven years, this most recent update may be seen as a step in the right direction for aligning the company’s voting structure with generally accepted standards of good practice shareholder interests.

In the coming months, Minerva will publish a detailed briefing on the debate surrounding sunset clauses, with a particular focus on the US companies that currently have DCSS and a breakdown of the international regulations in this area.

Minerva’s blog focuses on the latest developments in ESG investing and stewardship. Minerva is a global provider of sustainable stewardship solutions with over 25 years of expertise. Minerva empowers investors by providing essential tools, including ESG research and data, enabling them to navigate the intricate landscape of stewardship and proxy voting, whilst ensuring their decisions are well-informed and aligned with sustainable principles.

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