The moves signal fresh unity among the previously divided board as Uber seeks to recover from a series of scandals.
That would include about $1 billion in new Uber shares at the current $68 billion valuation, with the rest earmarked for buying shares from current investors at a discount, the sources said. One being expanding the board of directors in the company from 11 now to 17 directors.
In order to give SoftBank the two board seats it wants in exchange for the investment, Khosrowshahi has discussed expanding the board to 14, which would also make room for an independent chairman, people with knowledge of the discussions said.
Among the approved proposals Tuesday, Uber's board agreed to revoke certain investors of their so-called supervoting rights, which granted them multiple votes per share, a person familiar with the matter said. In London, Uber says it has more than 40,000 drivers and more than 3.5 million riders who use the app at least once every 90 days.
For Kalanick, agreeing to drop his voting power could enable him to resolve his dispute with Benchmark. Kalanick and early investors like Benchmark have outsize voting power, which is expected to be diminished as part of the deal.
Benchmark said it never would have granted Kalanick control over the additional seats had it been aware of the "gross mismanagement of Uber and several other significant matters", according to the complaint.
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On Friday, Kalanick responded by filling two vacant board seats with Burns, the former Xerox CEO and Thain, the former CEO of Merrill Lynch CEO. Mr. Kalanick had outsize voting rights at the company under a certain class of Uber stock that he owns, and he controls three board seats under an amendment to the corporate charter that was passed a year ago.
The governance proposal, written with the help of Goldman Sachs Group Inc., would shift Uber shareholders to one share, one vote.
"Today the Board came together collaboratively and took a major step forward in Uber's journey to becoming a world class public company". "We approved moving forward with the SoftBank transaction and reached unanimous agreement on a new governance framework that will serve Uber well".
The proposal adopted by Uber's board also promised to put an end to in-fighting between Kalanick supporters and investors who suspected the co-founder was plotting a wily return to the head of the company.
That Khosrowshahi wasn't present in-person for Tuesday's board vote, speaks to the hectic week he's had as Uber's new leader.
Uber and Transport for London, which oversees much of the city's public transport system, issued separate statements after the meeting between Khosrowshahi and Mike Brown, London's transport commissioner.