Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On and effective as of November 30, 2022, the Board of Directors of Etsy, Inc. ("Etsy") amended and restated Etsy's Bylaws (as amended, the "Bylaws") to add a proxy access provision, among other amendments. The Bylaws include a new Appendix 1.10A, which provides that a stockholder, or a group of up to 20 stockholders, owning at least three percent of the voting power of Etsy's outstanding capital stock continuously for at least three years, may nominate and include in Etsy's annual meeting proxy materials director nominees constituting up to the greater of (a) two directors or (b) twenty percent of the number of directors to be elected at the annual meeting, subject to certain limitations and provided that the stockholders and nominees satisfy the requirements specified in the Bylaws. The Bylaws also update certain procedure and information requirements for the nomination of directors at meetings of stockholders in Appendix 1.10 and contain certain other updates to conform with recent amendments made to the Delaware General Corporation Law.

The preceding description is qualified in its entirety by reference to the Bylaws, which are attached hereto as Exhibit 3.1, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.              Description
  3.1                      Amended and Restated Bylaws of Etsy, Inc.
                         Cover Page Interactive Data File (embedded within the Inline XBRL
104                      document)

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