ACV Auctions (ACVA) Proxy filing summary

Executive summary

• Achieved strong financial performance in 2025 with $760M revenue (19% YOY growth) and $10.4B GMV, expanding the marketplace to 37,000 buyers and sellers and delivering positive Adjusted EBITDA for the second consecutive year.

• Continued investment in technology, data-driven solutions, and adjacent markets, with a focus on growth, innovation, and scale.

• Enhanced marketplace offerings, including transportation, financing, assurance services, and AI-powered tools for inventory management and trade-in processes.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of two Class II directors (Brian Hirsch and Eileen Kamerick), (2) non-binding advisory approval of executive compensation, and (3) ratification of Ernst & Young LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; independent chair is Robert Goodman.

• Board committees: Audit (chaired by Eileen Kamerick), Compensation (chaired by Robert Goodman), and Nominating & Corporate Governance (chaired by Kirsten Castillo), all comprised of independent directors.

• Annual board self-evaluations, skills matrix review, and regular executive sessions; sunset of dual class structure in 2024.

• Share ownership guidelines for executives implemented in 2025.