BOARDOFDIRECTORSINFORMATION Director Nominee Diversity, Tenure, Skills, and Characteristics TheNominatingandCorporateGovernanceCommitteeannuallyreviewsthetenure,performance,andcontributions of existing Board members to the extent they are candidates for re-election, and considers all aspects of each candidate’s qualifications and skills in the context of the Company’s needs at that point in time. Among the qualifications and skills of a candidateconsideredimportantbytheNominatingandCorporateGovernanceCommitteeare:acommitmenttorepresenting the long-term interests of shareholders; customer experience skills; Internet savvy; an inquisitive and objective perspective; the willingness to take appropriate risks; leadership ability; human capital management; personal and professional ethics, integrity, and values; practical wisdom and sound judgment; international business experience; and business and professional experience in fields such as retail, operations, technology, finance/accounting, product development, intellectual property, law, multimedia entertainment, and marketing. BoardDiversity As stated in the Board of Directors Guidelines on Significant Corporate Governance Issues, the Nominating and Corporate GovernanceCommitteeseeksoutcandidateswithadiversityofexperienceandperspectives,includingdiversity with respect to race, gender, geography, and areas of expertise. The Nominating and Corporate Governance Committee includes, and has any search firm that it engages include, women, individuals from underrepresented racial/ethnic groups, and individuals whoidentify as LGBTQ+ in the pool from which the Committee selects director candidates. When considering candidates as potential Board members, the Board and the Nominating and Corporate Governance Committee evaluate the candidates’ ability to contribute to such diversity. The Board assesses its effectiveness in this regard as part of its annual Board and director evaluation process. Currently, of our nine independent director nominees, five are women, two are from underrepresented racial/ethnic groups, and three have served for five years or less. BoardDiversity Matrix (As of April 14, 2022) Total NumberofDirectors 11 Female Male Directors 56 NumberofDirectorsWhoIdentifyinAnyoftheCategoriesBelow: African American or Black 1— Asian 1— White 36 BoardTenure OurBoard’s composition also represents a balanced approach to director tenure, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors (with five new directors on- boarding and three directors leaving in the last three years). The tenure range of our director nominees is as follows: TenureonBoard NumberofDirectorNominees Morethan10years 3 6-10years 4 5years or less 4 2022ProxyStatement 9