SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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o      Preliminary Proxy Statement
o      Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ      Definitive Proxy Statement
o      Definitive Additional Materials
o      Soliciting Material under Rule 14a-12

PLANETOUT INC.

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PLANETOUT INC.

1355 SANSOME STREET

SAN FRANCISCO, CALIFORNIA 94111

(415) 834-6500

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On JUNE 15, 2005

To The Stockholders Of PlanetOut Inc.:

      Notice Is Hereby Given that the Annual Meeting of Stockholders of PlanetOut Inc., a Delaware corporation (the “Company”), will be held on Wednesday, June 15, 2005 at 10:00 a.m. local time at 1355 Sansome Street, San Francisco, California 94111 for the following purposes:

      The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

      The Board of Directors has fixed the close of business on April 18, 2005 as the record date for the determination of stockholders entitled to notice of and to vote at this Annual Meeting and at any adjournment or postponement thereof.

San Francisco, California

April 28, 2005

PLANETOUT INC.

1355 SANSOME STREET

SAN FRANCISCO, CALIFORNIA 94111

(415) 834-6500

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

JUNE 15, 2005

INFORMATION CONCERNING SOLICITATION AND VOTING

General

      The enclosed proxy is solicited on behalf of the Board of Directors of PlanetOut Inc., a Delaware corporation (the “Company”), for use at the Annual Meeting of Stockholders to be held on June 15, 2005, at 10:00 a.m. local time (the “Annual Meeting”), or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting. The Annual Meeting will be held at 1355 Sansome Street, San Francisco, California 94111. The Company intends to mail this proxy statement and accompanying proxy card on or about April 28, 2005 to all stockholders entitled to vote at the Annual Meeting.

Solicitation

      The Company will bear the entire cost of solicitation of proxies, including preparation, assembly, printing and mailing of this proxy statement, the proxy card and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of Common Stock beneficially owned by others to forward to such beneficial owners. The Company may reimburse persons representing beneficial owners of Common Stock for their costs of forwarding solicitation materials to such beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, telegram or personal solicitation by directors, officers or other regular employees of the Company. No additional compensation will be paid to directors, officers or other regular employees for such services.

      Only holders of record of Common Stock at the close of business on April 18, 2005 will be entitled to notice of and to vote at the Annual Meeting. At the close of business on April 18, 2005, the Company had outstanding and entitled to vote 17,046,967 shares of Common Stock.

      Each holder of record of Common Stock on such date will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting.

      A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares are represented by votes at the meeting or by proxy. A plurality of the votes cast at the meeting (in person or by proxy) is required to approve the election of directors, and a majority of the votes cast at the meeting (in person or by proxy) is required to approve any other items of business at the meeting. Abstentions will be counted towards the vote total on proposals presented to the stockholders and will have the same effect as negative votes. Broker non-votes are counted towards a quorum, but are not counted for any purpose in determining whether a matter has been approved. Broker “non-votes” occur when a nominee (such as a bank or broker) returns a proxy, but does not have the authority to vote on a particular non-routine proposal because it has not received voting instructions from the beneficial owner. All votes will be tabulated by the inspector(s) of election appointed for the meeting.

Voting Via the Internet or by Telephone

      Stockholders may grant a proxy to vote their shares by means of the telephone or on the Internet. The law of Delaware, under which the Company is incorporated, specifically permits electronically transmitted proxies,

provided that each such proxy contains or is submitted with information from which the inspectors of election can determine that such proxy was authorized by the stockholder.

      The telephone and Internet voting procedures below are designed to authenticate stockholders’ identities, to allow stockholders to grant a proxy to vote their shares and to confirm that stockholders’ instructions have been recorded properly. Stockholders granting a proxy to vote via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, that must be borne by the stockholder.

      Stockholders of record may grant a proxy to vote shares of Company Common Stock by using a touch-tone telephone to call 1-800-560-1965 or via the Internet by accessing the website www.eproxyvote.com/lgbt. You will be required to enter a series of numbers that are located on your proxy card and the last four digits of your social security number or tax identification number. If voting via the Internet, you will then be asked to complete an electronic proxy card. The votes represented by such proxy will be generated on the computer screen and you will be prompted to submit or revise them as desired. Votes submitted by telephone or via the Internet must be received before 10:00 a.m., Pacific Time, on June 14, 2005. Submitting your proxy by telephone or via the Internet will not affect your right to vote in person should you decide to attend the Annual Meeting.

      Most beneficial owners whose stock is held in “street name” receive instructions for granting proxies from their banks, brokers or other agents, rather than the Company’s proxy card. A number of brokers and banks are participating in a program provided through ADP Investor Communication Services that offers the means to grant proxies to vote shares by means of the Internet. If your shares are held in an account with a broker or bank participating in the ADP Investor Communications Services program, you may go to www.proxyvote.com to grant a proxy to vote your shares by means of the Internet. Votes submitted via the Internet must be received before 10:00 a.m., Pacific Time, on June 14, 2005. Submitting your proxy via the Internet will not affect your right to vote in person should you decide to attend the Annual Meeting. A beneficial owner who wishes to vote at the meeting must have an appropriate proxy from his or her broker or bank appointing that beneficial owner as attorney in fact for purposes of voting the beneficially held shares at the meeting.

Revocability of Proxies

      Any person giving a proxy pursuant to this solicitation has the power to revoke it at any time before it is voted. It may be revoked by filing with the Corporate Secretary of the Company at the Company’s principal executive office, 1355 Sansome Street, San Francisco, California 94111, a written notice of revocation or a duly executed proxy bearing a later date, or it may be revoked by attending the meeting and voting in person. Attendance at the meeting will not, by itself, revoke a proxy.

Stockholder Proposals

      The deadline for submitting a stockholder proposal for inclusion in the Company’s proxy statement and form of proxy for the Company’s 2006 annual meeting of stockholders pursuant to Rule 14a-8 of the Securities and Exchange Commission is December 30, 2005. Stockholders wishing to submit proposals or director nominations that are not to be included in such proxy statement and proxy, must deliver written notice to the Corporate Secretary of the Company at 1355 Sansome Street, San Francisco, California 94111 not earlier than the close of business on February 15, 2006 and not later than the close of business on March 17, 2006. Stockholders are also advised to review the Company’s bylaws and the federal proxy rules, which contain additional requirements with respect to advance notice of stockholder proposals and director nominations.

PROPOSAL 1

ELECTION OF DIRECTORS

      The Company’s restated certificate of incorporation and bylaws provide that the Board of Directors shall be divided into three classes, with each class having a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class (including a vacancy created by an increase in the number of directors) shall serve until the next election of the class for which such director has been elected and until his or her successor has been duly elected and qualified.

      The Board of Directors presently has six members and no vacancies. There are two (2) directors in the class whose term of office expires in 2005 (Robert W. King and Allen Morgan). The Corporate Governance and Nominating Committee of the Board has nominated Mr. King and Mr. Morgan to stand for reelection at the upcoming Annual Meeting. These nominees are currently directors of the Company who were previously elected by the Company’s stockholders. If elected at the Annual Meeting, each of these nominees would serve until the 2008 annual meeting and until his successor is elected and has qualified, or until the director’s death, resignation or removal.

      Each of the Company’s directors, other than Mr. Selvin, qualify as “independent” in accordance with the published listing requirements of the Nasdaq Stock Market. The Nasdaq independence definition includes a series of objective tests, such as that the director is not an employee of the Company and has not engaged in various types of business dealings with the Company. In addition, as further required by the Nasdaq rules, the Board has made a subjective determination as to each independent director that no relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the directors reviewed and discussed information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and the management of the Company.

      Directors are elected by a plurality of the votes present in person or represented by proxy and entitled to vote at the meeting. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of each of the nominees. In the event that either of the nominees should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Corporate Governance and Nominating Committee may propose. Each of the nominees has agreed to serve if elected, and the Corporate Governance and Nominating Committee and management have no reason to believe that either of the nominees will be unable to serve.

Nominees For Election For A Three-Year Term Expiring At The 2008 Annual Meeting:

Robert W. King

      Robert W. King, 38, has served on the Board from April 2001 to August 2003 and from February 2004 to the present. Mr. King has been president of King Pacific Capital Corporation, a private venture capital firm that specializes in early stage equity and debt investments, since 1995. In addition, since 1996 he has also been a principle of Westbridge Capital Group, a full service commercial mortgage brokerage firm. Mr. King sits on the board of directors of Prescient NeuroPharma Inc., Well Financial Corporation, a TSE listed company, and several private companies. He holds a B.A. from the University of British Columbia and an M.B.A. from Dalhousie University.

Allen Morgan

      Allen Morgan, 52, has served on the Board since April 2001. Since January 1999, Mr. Morgan has been a Managing Director of Mayfield, a venture capital fund. From April 1997 until December 1998, Mr. Morgan was a partner in the corporate department of the law firm of Latham & Watkins LLP. From November 1982 until April 1997, Mr. Morgan was an associate and a partner in the corporate department of the law firm of Wilson, Sonsini, Goodrich & Rosati P.C. Mr. Morgan sits on the board of directors of The Varsity Group,

Value Vision Media, Inc. and a number of private companies. Mr. Morgan received an A.B. degree from Dartmouth College, a B.A. and an M.A. from Oxford University and a J.D. from the University of Virginia.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF EACH NAMED NOMINEE

Directors Continuing In Office Until The 2006 Annual Meeting:

      H. William Jesse, Jr., 53, has served on the Board since April 2001. Mr. Jesse is Chairman and Chief Executive Officer of Jesse Capital Management, Inc., an investment firm he founded in 1998, and is also Chairman and Chief Executive Officer of Modern Yachts, Inc., a design firm he founded in 2000. In 1986, Mr. Jesse founded Jesse.Hansen&Co, a strategic and financial advisory firm. He served as its Chairman from 1986 until 2004 and as President from 1986 until 1998. Mr. Jesse served as Chairman and Chief Executive Officer of Vineyard Properties Corporation, a developer of wine grape vineyards, from 1988 until 2002. Mr. Jesse sits on the board of directors of Peets Coffee and Tea, Inc., and a number of private companies. Mr. Jesse holds a B.S. in Economic Statistics and Finance and a M.S. in Operations Research from Lehigh University and a M.B.A. from the Harvard Business School.

Karen Magee

      Karen Magee, 44, has served on the Board since September 2003. Ms. Magee has been Senior Vice President of Strategic Planning for Time Warner since April 2004. She served as Vice President of Strategic Planning for Time Inc. from February 2001 until April 2004. From February 1996 until February 2001, she was with TIME magazine where she served as General Manager for four years and more recently as Vice President of Consumer Marketing. Ms. Magee sits on the Princeton University Board of Trustees and the GLAAD board of directors. Ms. Magee holds a B.S.E. from Princeton University and a M.B.A. from the Wharton School of the University of Pennsylvania.

Directors Continuing In Office Until The 2007 Annual Meeting:

Lowell R. Selvin

      Lowell R. Selvin, 46, has served as the Chairman of the Board since August 2003 and as the Company’s Chief Executive Officer since July 1999, when he joined a predecessor company, Online Partners.com, Inc. (parent company of Gay.com), as CEO. He subsequently became CEO of PlanetOut Inc. following the acquisition of PlanetOut Corporation by Online Partners. Immediately prior to joining PlanetOut, Mr. Selvin was an independent consultant. Previously, Mr. Selvin was Chief Executive Officer and a member of the board of directors of Arbonne International, a direct sales company. Before that, Mr. Selvin was a Practice Director and firm-wide leader for Arthur Andersen Business Consulting in Strategic Planning, a co-founder, Executive Vice President and Director for Degree Baby Products, a consumer products company that was acquired by Johnson & Johnson, and Director of Operations and Customer Service for a high technology business serving the Fortune 500 that was acquired by Telecredit/ Equifax. Among other civic involvements, Mr. Selvin is a founding member and Chairman of the Gay and Lesbian Focus Forum of the Young Presidents’ Organization, serves on the advisory boards of the Gay & Lesbian Athletics Foundation, MOSAIC: The National Jewish Center for Sexual and Gender Diversity and the Hebrew Union College’s Institute for Judaism and Sexual Orientation and has served on the boards of directors of the Los Angeles Gay & Lesbian Center, West Hollywood’s Congregation Kol Ami and the Child Guidance Centers of Orange County California. Mr. Selvin holds an interdisciplinary B.S. combining studies in Physiological Psychology and Aeronautical and Astronautical Engineering from the University of Illinois.

Jerry Colonna

      Jerry Colonna, 41, has served on the Board since April 2001. From January 2002 until December 2002, Mr. Colonna was a partner with J.P. Morgan Partners, LLC, the private equity arm of J.P. Morgan Chase & Co. Since August 1996 Mr. Colonna has been a partner with Flatiron Partners, an investment company which he co-founded. Mr. Colonna sits on the boards of directors of a number of private companies as well as a number of non-profit organizations including PENCIL - Public Education Needs Civic Involvement in Learning, NYPower NY and NYC2012. Mr. Colonna holds a B.A. in English Literature from Queens College at the City University of New York.

Board Committees and Meetings

      During the fiscal year ended December 31, 2004, the Board of Directors held 21 meetings and acted by unanimous written consent once. The Board has an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee.

      During the fiscal year ended December 31, 2004, all directors attended at least 75% of the total meetings of the Board and of the committees on which each such director served and which were held during the period such director was a director or committee member.

      It is the Company’s policy that all directors are encouraged to attend the Company’s Annual Meetings of Stockholders in person.

      The Audit Committee is composed of Mr. Jesse, Ms. Magee and Mr. King, each of whom is a non-employee member of the Board. The Board has determined that each member of the Audit Committee meets the requirements for independence under the current requirements of the Nasdaq Stock Market, Inc. and SEC rules and regulations. Mr. Jesse is the Chair of the Audit Committee and the Board has determined that he is the “audit committee financial expert,” as that term is defined under the SEC rules. The Audit Committee met five times during the last fiscal year and did not act by unanimous written consent. The Audit Committee has a written charter, a copy of which is attached as Appendix A to these proxy materials, and which can be viewed on the Company’s corporate governance web page at www.planetoutinc.com under the “Investor Center — Corporate Governance” section.

      The Audit Committee is responsible for overseeing the preparation of reports, statements or charters as may be required by the Nasdaq Stock Market, Inc. or federal securities laws, as well as, among other things: (i) overseeing and monitoring (a) the integrity of the Company’s financial statements, (b) the Company’s compliance with legal and regulatory requirements as they relate to financial statements or accounting matters, (c) the Company’s independent auditors’ engagement, qualifications, independence, compensation and performance, and (d) the Company’s internal accounting and financial controls; (ii) preparing the report that SEC rules require be included in the Company’s annual proxy statement; (iii) providing the Board with the results of its monitoring and recommendations; and (iv) providing to the Board additional information and materials as it deems necessary to make the Board aware of significant financial matters that require the attention of the Board.

      The Compensation Committee is composed of Mr. Colonna and Mr. Morgan, each of whom is a non-employee member of the Board. The Board has determined that each member of the Compensation Committee meets the requirements for independence under the current requirements of the Nasdaq Stock Market, Inc. and SEC rules and regulations. Each member of the Compensation Committee is an “outside director” as that term is defined in Section 162(m) of the Internal Revenue Code of 1986 and is a “non-employee” director within the meaning of Rule 16b-3 of the rules promulgated under the Securities Exchange Act of 1934. The Compensation Committee met six times during the last fiscal year and did not act by unanimous written consent. The Compensation Committee has a written charter, which can be viewed on the

Company’s corporate governance web page at www.planetoutinc.com under the “Investor Center — Corporate Governance” section.

      The Compensation Committee is responsible for, among other things: (i) reviewing and approving for the Company’s Chief Executive Officer and other executive officers (a) the annual base salary, (b) the annual incentive bonus, including the specific goals and amount, (c) equity compensation and (d) any other benefits, compensations, compensation policies or arrangements; (ii) reviewing and making recommendations to the Board regarding the compensation policy for such other officers as directed by the Board; (iii) preparing a report to be included in the Company’s annual proxy statement; and (iv) acting as administrator of the Company’s current benefit plans and making recommendations to the Board with respect to amendments to the plans, changes in the number of shares reserved for issuance thereunder and regarding other benefit plans proposed for adoption.

      The Corporate Governance and Nominating Committee is composed of Ms. Magee, Mr. Morgan and Mr. Jesse, each of whom is a non-employee member of the Board. The Board has determined that each member of the Corporate Governance and Nominating Committee meets the requirements for independence under the current requirements of the Nasdaq Stock Market, Inc. and SEC rules and regulations. The Corporate Governance and Nominating Committee met once during the last fiscal year and did not act by unanimous written consent. The Corporate Governance and Nominating Committee has a written charter, which can be viewed on the Company’s corporate governance web page at www.planetoutinc.com under the “Investor Center — Corporate Governance” section.

      The Corporate Governance and Nominating Committee is responsible for, among other things: (i) reviewing board structure, composition and practices, and making recommendations on these matters to the Board; (ii) reviewing, soliciting and making recommendations to the Board and stockholders with respect to candidates for election to the Board; (iii) overseeing compliance with the Company’s Code of Conduct and Ethics; and (iv) overseeing compliance with corporate governance requirements.

      The Company’s bylaws contain provisions that address the process by which a stockholder may nominate an individual to stand for election to the Board at the Company’s annual meeting of stockholders. To date, the Company has not received any suggestions from stockholders that the Corporate Governance and Nominating Committee consider a candidate for inclusion among the slate of nominees presented at the Company’s annual meeting of stockholders. The Corporate Governance and Nominating Committee will consider qualified candidates for director suggested by stockholders. Stockholders can suggest candidates by writing to the attention of the Company’s Corporate Secretary at 1355 Sansome Street, San Francisco, CA 94111. The Company will forward suggestions that it receives to the Corporate Governance and Nominating Committee for further review and consideration. Stockholder suggestions should be submitted to the Company’s Corporate Secretary at least six months prior to the one-year anniversary of the Annual Meeting, to ensure time for meaningful consideration.

      Although the Corporate Governance and Nominating Committee has not formally adopted minimum criteria for director nominees, the Committee does seek to ensure that the members of the Company’s Board possess both exemplary professional and personal ethics and values and an in-depth understanding of the Company’s business and industry. The Corporate Governance and Nominating Committee also believes in the value of professional diversity among members of the Board, and it feels that it is appropriate for members of the Company’s senior management to participate as members of the Board. The Corporate Governance and Nominating Committee requires that at least one member of the Board qualify as an “audit committee financial expert” as defined by SEC rules, and that a majority of the members of the Board meet the definition of independence under rules promulgated by the NASD.

      The Corporate Governance and Nominating Committee identifies nominees for the class of directors being elected at each annual meeting of stockholders by first evaluating the current members of such class of directors willing to continue in service. Current members of the Board with skills and experience that are relevant to the Company’s business and who are willing to continue to serve on the Company’s Board are

considered for re-nomination, balancing the value of continuity of service by existing members of the Board with the benefits of bringing on members with new perspectives. If any member of such class of directors does not wish to continue in service or if the Corporate Governance and Nominating Committee decides not to re-nominate a member of such class of directors for reelection, the Corporate Governance and Nominating Committee identifies the desired skills and experience of a new nominee in light of the criteria above.

Code of Conduct and Ethics

      The Company has adopted a Code of Business Conduct and Ethics that applies to the Company’s Chief Executive Officer and senior financial officers, including the Company’s Chief Financial Officer and controller, as well as all employees and directors. The Code of Business Conduct and Ethics can be viewed on the Company’s corporate governance web page at www.planetoutinc.com under the “Investor Center — Corporate Governance” section. To the extent permitted by the rules promulgated by the NASD, the Company intends to disclose any amendments to, or waivers from, the Code provisions applicable to the Company’s Chief Executive Officer and senior financial officers, including the Company’s Chief Financial Officer and controller, or with respect to the required elements of the Code, on the Company’s corporate governance web page at www.planetoutinc.com under the “Investor Center — Corporate Governance” section.

Communications with the Board of Directors

      If you wish to communicate with the Board of Directors or with the independent directors as a group, you may send your communication in writing to the Company’s Corporate Secretary at 1355 Sansome Street, San Francisco, California 94111. You must include your name and address and indicate whether you are a stockholder of the Company. The Corporate Secretary will compile all communications, summarize all lengthy, repetitive or duplicative communications and forward them to the appropriate director or directors. For example, the Corporate Secretary will forward stockholder communications recommending potential director nominees to the chairman of the Nominating Committee. The Corporate Secretary will not forward non-substantive communications or communications that pertain to personal grievances, but instead will forward them to the appropriate department within the Company for resolution. In this case, the Corporate Secretary will retain a copy of such communication for review by any director upon his request. This procedure does not apply to stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended.

Report of the Audit Committee of the Board of Directors(1)

      The Audit Committee of the Board of Directors provides assistance to the Board in fulfilling its obligations with respect to matters involving the accounting, auditing, financial reporting and internal control functions of the Company. Among other things, the Audit Committee reviews and discusses with management and with PricewaterhouseCoopers LLP, PlanetOut’s independent auditors, the results of the year-end audit of the Company, including the audit report and audited financial statements.

      In connection with its review of the Company’s audited financial statements for the fiscal year ended December 31, 2004, the Audit Committee reviewed and discussed the audited financial statements with management, and discussed with PricewaterhouseCoopers LLP the matters required to be discussed by Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU §380). The Audit Committee received the written disclosures and the letter from PricewaterhouseCoopers LLP required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and discussed with PricewaterhouseCoopers LLP its independence from the Company. The Audit Committee has determined that the provision of non-audit services rendered by PricewaterhouseCoopers LLP to the Company is compatible with maintaining the independence of PricewaterhouseCoopers LLP from the Company.

      Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2004 for filing with the SEC.

      The Audit Committee has a written charter, a copy of which is attached as Appendix A to these proxy materials, and which can be viewed on the Company’s corporate governance web page at www.planetoutinc.com under the “Investor Center — Corporate Governance” section. A copy of the Audit Committee charter is also available upon request addressed to the Corporate Secretary at the Company’s corporate address.

      During the 2004 fiscal year, the Audit Committee met with management and PricewaterhouseCoopers LLP and received the results of audit examination, evaluations of the Company’s internal controls and the overall quality of the Company’s financial organization and financial reporting. The Committee believes that a candid, substantive and focused dialogue with the independent auditors is fundamental to the Committee’s responsibilities. To support this belief, the Committee periodically meets separately with the independent auditors without the members of management present.

      (1) This Section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the 1933 Act or the 1934 Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

      The Audit Committee of the Board of Directors has selected PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending December 31, 2005 and has further directed that management submit the selection of independent auditors for ratification by the stockholders at the Annual Meeting. PricewaterhouseCoopers LLP has been engaged to audit the Company’s financial statements since 1997. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

      Neither the Company’s bylaws nor other governing documents nor law requires stockholder ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent auditors. However, the Board is submitting the selection of PricewaterhouseCoopers LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Board in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

      The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting will be required to ratify the selection of PricewaterhouseCoopers LLP.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF PROPOSAL 2

PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

      During the last two fiscal years ended December 31, 2003 and December 31, 2004, respectively, the aggregate fees paid to PricewaterhouseCoopers LLP for the professional services rendered for the audit of the Company’s annual financial statement and for the reviews of the financial statements included in the Company’s Form 10-Q quarterly report or registration statement, and services that are normally provided by the independent auditors in connection with statutory and regulatory filings or engagements for those fiscal years were approximately $138,000 and $296,035, respectively.

Audit-Related Fees

      “Audit-related” fees include fees for assurance and related services reasonably related to the performance of the audit or review of the Company’s financial statements, such as the review of SEC filings. The aggregate fees paid to PricewaterhouseCoopers LLP for services related to the performance of their audit and review of financial statements that are not included in “audit fees” above were approximately $37,145 and $546,000 for the fiscal years ended December 31, 2003 and December 31, 2004, respectively.

Tax Fees

      Tax fees include fees for tax compliance, tax advice and tax planning services. These services include assistance with tax returns preparation, review of federal, state and international tax compliance and strategic tax-planning services. The aggregate fees paid to PricewaterhouseCoopers LLP for these services were approximately $28,050 and $28,745 for the fiscal years ended December 31, 2003 and December 31, 2004, respectively.

All Other Fees

      Other than those described above, during the last two fiscal years ended December 31, 2003 and December 31, 2004, approximately $4,456 and $0, respectively, were paid to PricewaterhouseCoopers LLP for advisory services.

Pre-Approval Policies And Procedures

      The Audit Committee meets with the Company’s independent auditors to approve the annual scope of accounting services to be performed, including all audit and non-audit services, and the related fee estimates. The Audit Committee also meets with the Company’s independent auditors, on a quarterly basis, following completion of their quarterly reviews and annual audit and prior to the Company’s earnings announcements, to review the results of their work. As appropriate, management and the Company’s independent auditors update the Audit Committee with material changes to any service engagement and related fee estimates as compared to amounts previously approved.

      Under its charter, the Audit Committee has the authority and responsibility to review and approve the retention of the Company’s outside auditors to perform any proposed permissible non-audit services. To date, all audit and non-audit services provided by PricewaterhouseCoopers LLP have been pre-approved by the Audit Committee in advance.

Auditors’ Independence

      The Audit Committee has determined that the rendering of all the aforementioned services by PricewaterhouseCoopers LLP was compatible with maintaining the auditors’ independence. During the fiscal year ended December 31, 2004, all of the hours expended on the Company’s financial audit by PricewaterhouseCoopers LLP were provided by PricewaterhouseCoopers LLP’s full-time permanent employees.

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS

      The table below sets forth information regarding the beneficial ownership of Common Stock as of March 1, 2005 by: (i) each person or entity known by the Company to own beneficially more than 5% of its outstanding shares of Common Stock; (ii) each executive officer named in the Summary Compensation Table; (iii) each director and nominee for director; and (iv) all executive officers and directors of the Company as a group.

      Beneficial ownership is determined in accordance with the rules of the SEC. The number of shares of Common Stock used to calculate the percentage ownership of each listed person includes the shares of Common Stock underlying options, warrants or other convertible securities held by such person that are exercisable within 60 days of March 1, 2005. The percentage of beneficial ownership is based on 17,011,063 shares outstanding as of March 1, 2005.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Described below are certain transactions between the Company and its executive officers, directors and the beneficial owners of 5% or more of its voting securities and certain persons affiliated with or related to these persons, including family members. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to such securities.

      In May 2001, the Company issued a secured promissory note to Mark D. Elderkin, its President, for approximately $603,000 to fund his purchase of the Company’s Series D Preferred Stock. The principal and interest are due and payable in May 2006. Interest accrues at a rate of 8.5% per annum or the maximum rate permissible by law, whichever is less. The note is full recourse as to all accrued interest and as to $24,000 in principal amount, and the remainder is non-recourse. The loan is secured by the shares of Common Stock and options owned by Mr. Elderkin. As of December 31, 2004, the total principal and interest due under the note was $782,088. The loan has not been modified since July 30, 2002, the effective date of the Sarbanes-Oxley Act of 2002.

      In June 2001, Online Partners entered into an indemnity agreement with Mark D. Elderkin, the Company’s President, pursuant to which the Company agreed to indemnify Mr. Elderkin for certain costs of defense and damages that might be awarded against him in a lawsuit brought against the Company and him, among others, by a former employee of Online Partners. Specifically, the indemnity agreement provides that the Company will indemnify Mr. Elderkin for his reasonable costs of defense, generally limited to no more than $3,500 per month, and for that portion of any damages awarded against him, if any, in an amount to be determined at arbitration, that the trier of fact finds resulted from actions he took within the scope of his employment with Online Partners. The lawsuit subject to this indemnity agreement was settled in January 2005, and no further material payments are expected under this agreement.

      The Company’s bylaws require it to indemnify its directors and executive officers to the fullest extent permitted by Delaware law. The Company has entered into indemnification agreements with all of its directors and executive officers and holds directors’ and officers’ liability insurance. In addition, the Company’s certificate of incorporation limits the personal liability of its Board members for breaches by the directors of their fiduciary duties.

      In September 1999, PlanetOut Corporation entered into an Anchor Tenant Agreement with America Online, Inc., a holder of more than 5% of our Common Stock in 2004. Pursuant to the agreement, the Company built and maintained a co-branded website and paid America Online, Inc. a fee in exchange for key words and other promotions. In December 2000 and February 2002, the Company amended the agreement to reduce the fee that it was to pay and the number of promotions America Online, Inc. was to provide to it. This agreement terminated in August 2003. In July 2004, the Company entered into a standard insertion order advertising agreement with America Online, Inc. for the placement of PlanetOut advertisements on the AOL network. The Company has agreed to pay America Online up to $550,000 over the 18-month term of the agreement, payable in 17 equal monthly installments of $31,000 and a final installment of $23,000.

      In May 2004, the Company issued a senior subordinated promissory note in the principal amount of $5.0 million to Peter Allard. The note bore interest at a rate of 11% per year with interest payable monthly. The principal plus accrued, but unpaid, interest was due on the earlier of 30 days following the completion of the Company’s initial public offering or January 2007. The Company paid off the note in full in October 2004. In connection with the issuance of the note, the Company issued to Mr. Allard a warrant to purchase up to 45,454 shares of Common Stock at an exercise price of $0.011 per share. Mr. Allard exercised this warrant in May 2004. Mr. Allard has voting and investment control over Petunia Resources, Ltd., one of the Company’s greater than 5% stockholders, and is also an uncle of Mr. King, one of the Company’s directors. Mr. King also acts as an adviser to, and has a pecuniary interest in, Petunia and has a pecuniary interest in the shares underlying the warrant.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

      To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the fiscal year ended December 31, 2004, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with, except that Mr. Selvin and Mr. King each filed one late report on Form 4 due to technical difficulties, covering one transaction resulting from the conversion of Preferred Stock into Common Stock at the time of the Company’s initial public offering.

COMPENSATION OF DIRECTORS

      Currently, the Company does not pay any cash compensation to the members of the Board of Directors, except for reimbursing its non-employee directors for reasonable travel expenses incurred in connection with attendance at Board and committee meetings. In addition, in April 2004, the Company granted its directors, except for Ms. Magee, options to purchase an aggregate of 10,908 shares of Common Stock at an exercise price of $9.02 per share.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      No member of the Compensation Committee and none of the Company’s executive officers has a relationship that would constitute an interlocking relationship with executive officers and directors of another entity.

EXECUTIVE COMPENSATION

Summary Compensation Table

      The following table provides the total compensation paid to the Company’s Chief Executive Officer and its next four most highly compensated executive officers for the year ended December 31, 2004. These executives are referred to as the Company’s “named executive officers” elsewhere in this proxy statement. The Company did not have any other executive officers in 2004.

Option Grants in Fiscal Year 2004

      The following table presents certain information with respect to options granted to the named executive officers during the year ended December 31, 2004.

Aggregated Option Exercises in 2004 and Option Values at December 31, 2004

      The following table presents for the named executive officers the number of shares and value recognized upon the exercise of stock options during the year ended December 31, 2004 and the number and value of securities underlying unexercised options that were held by the officers as of December 31, 2004. Each of the options listed in the table is immediately exercisable. The numbers in the column entitled “Value of Unexercised In-The-Money Options” are based on the closing price of the Company’s Common Stock on the Nasdaq National Market on December 31, 2004, which was $13.60, less the exercise price payable for these shares.

      All of the outstanding options held by the named executive officers are immediately exercisable. Of the options outstanding at December 31, 2004, 288,481, 56,475, 58,455, 4,295 and 20,000 shares, held by Messrs. Selvin, Elderkin, Soukup and Titterton and Ms. Gibbs, respectively, would have been subject to a right of repurchase in favor of PlanetOut in the event the options were exercised.

Equity Compensation Plan Information

      The following table provides certain information with respect to all of the Company’s equity compensation plans and individual compensation arrangements in effect as of the end of the fiscal year ended December 31, 2004.

Employment and Change of Control Agreements

      Mr. Selvin’s employment agreement provides that he will receive a base salary of $298,000 per year, effective October 1, 2004, plus a one-time bonus of at least $50,000 for work performed in 2004. This bonus was paid in December 2004 in the amount of $60,000. Subject to approval by the Board of Directors, Mr. Selvin will be eligible for an annual incentive bonus with a target amount equal to 50% of his base salary and for stock options on terms to be determined by the Board. If Mr. Selvin’s employment is terminated for any reason other than cause or permanent disability, subject to signing a release of any claims he may have against the Company, he will be entitled to continued payment of his then current base salary for twelve months, twelve months of accelerated vesting of his then unvested stock options, and continuation of his health insurance coverage for up to twelve months. If Mr. Selvin is terminated for any reason other than cause or disability within 16 months after a change of control of PlanetOut, subject to signing a release, he will be entitled to continued payment of his then current base salary for 24 months, the greater of accelerated vesting of 50% of his then unvested stock options or twelve months of accelerated vesting of those options and continuation of his health insurance coverage for up to 24 months. The Company has also agreed to reimburse Mr. Selvin for life and disability insurance premiums, subject to approval of the Compensation Committee. Mr. Selvin’s employment agreement has no stated term.

      Mr. Elderkin’s employment agreement initially provided that he would receive a base salary of $203,000 per year and would be paid sales commissions. Effective January 1, 2005, Mr. Elderkin’s base salary was increased to $245,000 and the payment of commissions was eliminated. Subject to approval by the Board of Directors, Mr. Elderkin will be eligible for an annual incentive bonus with a target amount equal to 40% of his base salary and for stock options on terms to be determined by the Board. If Mr. Elderkin’s employment is terminated for any reason other than cause or permanent disability, subject to signing a release of any claims he may have against the Company, he will be entitled to continued payment of his then current base salary for twelve months, nine months of accelerated vesting of his then unvested stock options and continuation of his health insurance coverage for up to twelve months. If Mr. Elderkin is terminated for any reason other than cause or disability within 16 months after a change of control of PlanetOut, subject to signing a release, he will be entitled to continued payment of his then current base salary for 18 months, the greater of accelerated vesting of 50% of his then unvested options or nine months of accelerated vesting of those options and continuation of his health insurance coverage for up to 18 months. The Company has also agreed to reimburse Mr. Elderkin for disability insurance premiums of up to $150 per month and life insurance premiums of up to $100 per month. Mr. Elderkin’s employment agreement has no stated term.

      Mr. Soukup’s employment agreement initially provided that he would receive a base salary of $225,000 per year, plus a one-time bonus of at least $25,000 for work performed in 2004. This bonus was paid in November 2004 in the amount of $30,000. Effective October 1, 2004, Mr. Soukup’s base salary was increased to $238,203. Subject to approval by the Board of Directors, Mr. Soukup will be eligible for an annual incentive bonus with a target amount equal to 30% of his base salary and for stock options on terms to be determined by the Board. If Mr. Soukup’s employment is terminated for any reason other than cause or permanent disability, subject to signing a release of any claims he may have against the Company, he will be entitled to continued payment of his then current base salary for twelve months, nine months of accelerated vesting of his then unvested stock options and continuation of his health insurance coverage for up to twelve months. If Mr. Soukup is terminated within 16 months after a change of control of PlanetOut for any reason other than cause or permanent disability, subject to signing a release, he will be entitled to receive continued payment of his then current base salary for a period of 18 months, the greater of accelerated vesting of 50% of his then unvested options or nine months of accelerated vesting of those options and continuation of his health insurance coverage for up to 18 months. The Company has also agreed to reimburse Mr. Soukup for disability insurance premiums of up to $150 per month and life insurance premiums of up to $100 per month. Mr. Soukup’s employment agreement has no stated term.

      Mr. Titterton’s employment agreement initially provided that he would receive a base salary of $180,000 per year. Effective January 1, 2005, Mr. Titterton’s base salary was increased to $192,000. Subject to approval by the Board of Directors, Mr. Titterton was eligible for an annual incentive bonus and for stock options on terms to be determined by the Board. Mr. Titterton was paid a bonus in the amount of $7,500 in

December 2004. If Mr. Titterton’s employment had been terminated for any reason other than for cause or permanent disability, subject to signing a release of any claims he may have had against the Company, he would have been entitled to continued payment of his then current base salary for nine months, six months of accelerated vesting of his then unvested stock options and continuation of his health insurance coverage for nine months. If Mr. Titterton had been terminated within 16 months after a change of control of PlanetOut other than for cause or permanent disability, subject to signing a release, he would have been entitled to continued payment of his then current base salary for twelve months, the greater of accelerated vesting of 50% of his then unvested options or six months of accelerated vesting of those options and continuation of his health insurance coverage for twelve months. The Company had also agreed to reimburse Mr. Titterton for disability insurance premiums of up to $150 per month and life insurance premiums of up to $100 per month. Mr. Titterton’s employment agreement had no stated term. Mr. Titterton left the Company in February 2005.

      Ms. Gibbs’ employment agreement provides that she will receive a base salary of $180,000 per year. Ms. Gibbs will be eligible for a performance bonus with a target amount of $25,000 payable based upon the criteria set forth in the agreement on the first anniversary of Ms. Gibbs’ commencement of employment with the Company. If Ms. Gibbs is terminated for any reason between April and June 2005, she will be entitled to a pro-rated portion of the full bonus. In addition, Ms. Gibbs is eligible for a discretionary annual incentive bonus based upon criteria approved by the Board of Directors and may also receive stock options or other equity incentive awards under the Company’s equity incentive plans. If Ms. Gibbs’ employment is terminated for any reason other than for cause or permanent disability, subject to signing a release of any claims she may have against the Company, she will be entitled to continued payment of her then current base salary for nine months, six months of accelerated vesting of her then unvested stock options (or other equity instruments) and continuation of her health insurance coverage for nine months. If Ms. Gibbs is terminated within 16 months after a change of control of PlanetOut other than for cause or permanent disability, subject to signing a release, she will be entitled to continued payment of her then current base salary for twelve months, the greater of accelerated vesting of 50% of her then unvested options (or other equity instruments) or six months of accelerated vesting of those options (or other equity instruments), and continuation of her health insurance coverage for twelve months. Ms. Gibbs’ employment agreement has no stated term.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION(2)

INTRODUCTION

      The Compensation Committee is responsible for overseeing PlanetOut’s overall compensation strategy and policies and for determining the compensation of the Company’s Chief Executive Officer and other executive officers. The Compensation Committee consists of two independent, non-employee directors, neither of whom has ever been an employee of the Company. The Committee meets at scheduled times during the year and takes action by written consent, and periodically reports to the Board concerning its activities and recommendations.

EXECUTIVE COMPENSATION PHILOSOPHY AND POLICIES

      The goals of PlanetOut’s compensation programs are to attract and retain superior executive talent by offering a competitive compensation package, to incent future performance by linking executive compensation to individual and corporate performance, and to enhance stockholder value by aligning the long-term interests of the Company’s executive officers with those of its investors.

      The Company’s compensation philosophy is to link closely executive compensation with the attainment of corporate performance goals and objectives and the individual’s actual performance against plan. The Company includes a significant equity component in total executive compensation because it believes that equity-based compensation best aligns the long-term interests of executive officers and stockholders and motivates executive officers to continue to perform at the highest levels in the future.

      The Company believes that the quality, skills and dedication of its executive officers are critical factors affecting its long-term value. The Company seeks to maintain its ability to effectively compete with other high-growth companies for the entrepreneurial, highly-motivated and innovative employees considered essential to its growth strategy. To that end, the Company tailors its executive compensation programs to be competitive with those of comparable companies in the Company’s industry, taking into account regional and industry-wide compensation practices and trends as well as the Company’s stage of growth, competitive environment and business complexity.

      The Company has entered into employment agreements with each of its executive officers, including the Chief Executive Officer. These agreements set forth each executive officer’s compensation package as well as other terms of the executive officer’s employment, such as severance and change of control arrangements. The Compensation Committee reviews and approves each of these employment agreements as well as any amendments or modifications thereto.

ELEMENTS OF EXECUTIVE COMPENSATION

      The key elements of PlanetOut’s executive compensation program are base salary, incentive bonuses and equity incentives, each of which is discussed in further detail below.

Base Salary

      Base salary is the fixed portion of executive pay and compensates individuals for expected day-to-day performance. The Compensation Committee meets at least annually to review and approve each executive officer’s salary for the ensuing year. The Committee’s decisions regarding executive officer compensation are primarily based upon its assessment of each executive officer’s leadership performance and potential to enhance long-term stockholder value.

      (2) This Section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the 1933 Act or the 1934 Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

      When reviewing base salaries, the key factors considered by the Committee are: the nature, scope and level of the individual’s responsibilities, the compensation paid by comparable companies for similar positions, the individual’s actual performance against plan, the executive’s contribution to the Company’s financial results and the individual’s prior experience and tenure with the Company. The Committee also takes into account each executive’s current salary and prior-year compensation, the appropriate balance between incentives for long-term and short-term performance, and the executive’s commitment to leadership and diversity within the Company and the community.

Incentive Bonuses

      Annual incentive bonuses are granted to executive officers to incent and reward superior performance. Bonuses are based upon the Compensation Committee’s assessment of each executive’s individual performance during the year as well as the Company’s overall performance in meeting financial and other goals. This assessment also includes an evaluation of how each executive performed compared to the financial, operational and strategic goals and objectives established for the executive at the beginning of the year.

      In 2004, one-time bonuses were paid to three of the Company’s executive officers, and sales commissions were paid to a fourth. In 2005, bonuses will be paid based on target amounts ranging from 14% to 50% of the executive’s base salary, and no sales commissions are expected to be paid.

Equity Incentives

      PlanetOut uses equity incentives, including stock options, as a key incentive vehicle to reward and retain executive officers. The Company’s philosophy in granting equity incentives is to encourage ownership in the Company as a means to align the interests of executive officers and stockholders. The Committee believes that stock-based equity grants reinforce a long-term interest in the Company’s overall performance and incent executive officers to manage with a view toward maximizing long-term stockholder value.

      Stock options are granted at 100% of the market price of Company stock on the date of grant, and thus provide compensation to the optionee only to the extent that the market price of the stock increases between the date of grant and the date the option is exercised. Stock options are granted to executive officers pursuant to the Company’s equity incentive plan, which generally provides for four-year vesting and expiration of the option ten years from the date of grant.

      The Compensation Committee reviews and approves all option grants to executive officers. The Committee considers a number of factors in determining the size of option grants, including the relationship between job responsibilities and stockholder value, individual and Company performance, competitive external levels, and the amount of equity already held by the officer. The Committee’s assessment of individual contributions is based in part on the recommendation of the Chief Executive Officer, for other executive officers.

      In addition to the above-mentioned forms of compensation, the Company provides modest perquisites to its executive officers, including payment of life and disability insurance premiums and payment for parking. Executive officers may also participate in benefit programs that are generally available to all employees, such as health insurance and 401(k) programs.

COMPENSATION OF CHIEF EXECUTIVE OFFICER

      The Compensation Committee reviews and approves, in its sole discretion and, if necessary in an executive session, the compensation of the Company’s Chief Executive Officer. The Committee evaluates the Chief Executive Officer’s performance in light of relevant corporate performance goals and objectives. In determining the long-term incentive component of the Chief Executive Officer’s compensation, the Committee considers the Company’s performance and relative stockholder return, the value of similar incentive awards given to chief executive officers of comparable companies, the awards given to the Company’s Chief Executive Officer in past years, and such other criteria as the Committee deems advisable.

      During the course of 2004, the Compensation Committee reviewed all forms of Mr. Selvin’s compensation, including base salary, bonuses and stock option grants, as well as the aggregate values of restricted stock and stock options held by Mr. Selvin. In April 2004, the Committee approved an increase in Mr. Selvin’s base salary from $265,000 to $298,000 per year, effective October 1, 2004, plus a one-time bonus of at least $50,000 for work performed in 2004. This bonus was paid in December 2004 in the amount of $60,000. The Committee also approved the grant of 222,977 stock options to Mr. Selvin.

      The Committee considered Mr. Selvin’s overall compensation and the increase therein appropriate in light of his leadership in growing the Company and driving improved operating performance, his actions to ensure that the Company has a strong capital structure and cash flow, his effective management of the Company’s growth, his leadership in the Company’s successful initial public offering, his increased responsibilities and burdens associated with management of a public company, his actions in strengthening the Company’s corporate governance and transparency, and his contributions to the Company’s culture and diversity.

SECTION 162(M) OF THE INTERNAL REVENUE CODE

      Section 162(m) of the Internal Revenue Code of 1986, as amended, imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the Company’s chief executive officer or any of the Company’s four other most highly compensated executive officers who are employed as of the end of the fiscal year. Compensation above $1 million may, however, be deducted if it is deemed “qualifying performance-based compensation,” which generally requires that the compensation be paid only if the individual’s performance meets pre-established objective goals based on performance criteria approved by stockholders.

      The Compensation Committee seeks to maximize the tax deductibility of compensation payments to executive officers under Section 162(m) and the regulations thereunder. However, deductibility is not the sole factor that the Committee considers in assessing the appropriate levels and types of executive compensation, and the Committee may in the future elect to forego deductibility when the Committee believes it to be in the best interests of the Company and its stockholders. The Committee believes that all compensation paid for 2004 to PlanetOut’s executive officers, including the Chief Executive Officer, is properly deductible under Section 162(m).

CONCLUSION

      The Committee has reviewed all components of the compensation of the Company’s Chief Executive Officer and other executive officers, including base salary, incentive bonuses and equity incentives. Based on this review, the Committee believes that the total compensation of these executive officers in the aggregate is reasonable and not excessive. Attracting and retaining talented management and offering a competitive, performance-based compensation program is essential to creating long-term stockholder value. The Compensation Committee will continue to review and modify the Company’s executive compensation programs as appropriate to ensure that the best interests of stockholders continue to be served.

PERFORMANCE MEASUREMENT COMPARISON(3)

      The following graph shows a total stockholder return of an investment of $100 (and the reinvestment of any dividends thereafter) made in cash on October 14, 2004 (the date on which the Company’s Common Stock began trading on the Nasdaq National Market) and held until December 31, 2004 for: (i) the Company’s Common Stock; (ii) the Nasdaq National Market Index; and (iii) the RDG Internet Composite Index. The RDG Internet Composite Index is composed of 38 companies in the Internet, e-commerce, media and related technology industries. The Company’s stock price performance shown in the graph below is not indicative of future stock performance.

Comparison of Cumulative Total Return*

among PlanetOut Inc., the Nasdaq National Market Index,

and the RDG Internet Composite Index

* $100 invested on 10/14/04 in stock or on 9/30/04 in index-including reinvestment of dividends.

Fiscal year ending December 31.

      (3) This Section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the 1933 Act or the 1934 Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

HOUSEHOLDING OF PROXY MATERIALS

      The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

      This year, a number of brokers with account holders who are Company stockholders will be “householding” the Company’s proxy materials. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, please notify your broker or direct your written request to: Investor Relations, PlanetOut Inc., 1355 Sansome Street, San Francisco, California 94111, or contact the Company’s Investor Relations department at (415) 834-6340. The Company will promptly deliver upon written or oral request a separate copy of the annual report or proxy statement to a security holder at a shared address to which a single copy of the document was delivered. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request “householding” of their communications should contact their broker.

OTHER MATTERS

      The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

San Francisco, California

April 28, 2005

      The Company’s annual report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the SEC, is available at no charge to stockholders upon written request to the Company at Investor Relations, PlanetOut Inc., 1355 Sansome Street, San Francisco, California 94111. Copies may also be obtained without charge through the Company’s website at www.planetoutinc.com, as well as the SEC’s website at www.sec.gov.

Appendix A

PLANETOUT INC.

CHARTER OF THE AUDIT COMMITTEE

OF THE BOARD OF DIRECTORS

PURPOSE

      The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of PlanetOut Inc., a Delaware corporation (the “Company”), shall be to assist the Company’s Board of Directors in its oversight of: (i) the Company’s corporate accounting and financial reporting practices and audits of the financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the quality and integrity of the Company’s financial statements; (iv) the independent auditors’ engagement; qualifications, independence and performance; and (v) the performance of the Company’s internal audit function. The Committee shall prepare a report to be included in the Company’s annual proxy statement as required by the Securities and Exchange Commission (“SEC”).

      The policy of the Committee, in discharging these obligations, shall be to maintain and foster an open avenue of communication between the Committee, the independent auditors and the Company’s financial management.

COMPOSITION

      The Committee shall consist of at least three (3) members of the Board of Directors. Each member of the Committee shall satisfy the independence and financial literacy requirements of the applicable laws, the SEC and the Nasdaq Stock Market, Inc. (“Nasdaq”). At least one member shall be a “financial expert” as mandated by the applicable laws, the SEC and the Nasdaq financial experience requirements.

      The members of the Committee shall be appointed by the Board of Directors and serve at the Board’s discretion. Vacancies occurring on the Committee shall be filled by the Board. The Committee’s chairperson shall be designated by the Board or, if it does not do so, the Committee members shall elect a chairperson by vote of a majority of the full Committee.

MEETINGS AND MINUTES

      The Committee shall hold such regular or special meetings as its members shall deem necessary, but shall meet at least four (4) times a year. The Chief Executive Officer, Chairman of the Board and Chief Financial Officer may attend any meeting of the Committee, except for portions of the meetings where his or their presence would be inappropriate, as determined by the Committee. Minutes of each meeting will be prepared and distributed to each member of the Committee, members of the Board who are not members of the Committee and the Corporate Secretary of the Company. The chairperson of the Committee will report to the Board from time to time, or whenever so requested by the Board.

AUTHORITY AND RESPONSIBILITIES

      The operation of the Committee shall be subject to the bylaws of the Company as in effect from time to time and Section 141 of the Delaware General Corporation Law.

      The Committee shall have full access to all books, records, facilities and personnel of the Company as deemed necessary by any member of the Committee in fulfilling his or her responsibilities. The Committee shall have authority to retain, at the Company’s expense, special legal, accounting or other advisors or consultants as it deems necessary or appropriate in the performance of its duties. The Committee shall have authority to require the Company’s personnel, counsel, independent auditors, investment bankers or advisors attend any meeting of the Committee or meet with any member of or advisor to the Committee.

      In furtherance of the Committee’s purpose, it shall have the following duties and responsibilities:

      It shall be the responsibility of management to prepare the Company’s financial statements and the responsibility of the independent auditors to audit those financial statements. These functions shall not be the responsibility of the Committee, nor shall it be the Committee’s responsibility to ensure that the financial statements or periodic reports are complete, accurate, conform to generally accepted accounting principals or comply with applicable laws.

* * *

PlanetOut Inc.

ANNUAL MEETING OF STOCKHOLDERS
Wednesday, June 15, 2005
10:00 a.m. (Local Time)

1355 Sansome Street
San Francisco, California 94111

PlanetOut Inc.
1355 Sansome Street

This Proxy is Solicited on Behalf of the Board of Directors for use at the Annual Meeting on June 15, 2005.

The undersigned stockholder of PlanetOut Inc., a Delaware corporation (the “Company”), revokes all previous proxies, acknowledges receipt of the Notice of the Annual Meeting of Stockholders to be held June 15, 2005, and the Proxy Statement, and appoints Lowell R. Selvin and Jeffrey T. Soukup, the Proxies of the undersigned, with full power of substitution, to vote all shares of Common Stock of the Company that the undersigned in entitled to vote, either on his or her own behalf or on behalf of any entity or entities, at the Annual Meeting of Stockholders of the Company to be held at 1355 Sansome Street, San Francisco, California 94111 on Wednesday, June 15, 2005 at 10:00 a.m. local time (the “Annual Meeting”), and at any adjournment or postponement thereof, with the same force and effect as the undersigned might or could do if personally present thereat. The shares represented by this Proxy shall be voted in the manner set forth on the reverse side.

The Board of Directors recommends a vote FOR each of the listed proposals. This Proxy, when properly executed, will be voted as specified on the reverse side. If no specification is made, this Proxy will be voted FOR the listed proposals.

PLEASE VOTE, DATE AND SIGN THIS PROXY ON THE REVERSE SIDE
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE

See reverse for voting instructions.

 

There are three ways to vote your Proxy.

Your telephone or Internet vote authorizes the Named Proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

VOTE BY PHONE – TOLL FREE – 1-800-560-1965 – QUICK *** EASY *** IMMEDIATE

VOTE BY INTERNET – http://www.eproxy.com/lgbt/ – QUICK *** EASY *** IMMEDIATE

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we’ve provided or return it to PlanetOut Inc., c/o Shareowner Services ^SM, P.O. Box 64873, St. Paul, MN 55164-0873.

If you vote by Phone or Internet, please do not mail your Proxy Card

Please detach here

The Board of Directors Recommends a Vote FOR Items 1 and 2.