Avis Budget Group (CAR) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2026, to be held virtually, with shareholders able to participate online and vote on key proposals.

• Board recommends voting for all director nominees, for auditor ratification, for executive compensation, and against a shareholder proposal on majority voting.

• 2025 saw $11.7 billion in revenue, a net loss of $995 million, and Adjusted EBITDA of $748 million, with a significant $518 million impairment related to EV fleet strategy changes.

• Total shareholder return for 2025 was 59%, with a five-year TSR of 271%.

Voting matters and shareholder proposals

• Four proposals: election of six directors, ratification of Deloitte & Touche LLP as auditor, advisory approval of executive compensation, and a shareholder proposal to eliminate supermajority voting requirements.

• Board recommends voting for all nominees, for auditor ratification, for executive compensation, and against the shareholder proposal.

• Shareholder proposal seeks to replace supermajority voting with majority voting and allow meeting adjournment to seek additional votes; Board opposes, citing recent failed attempts and resource concerns.

Board of directors and corporate governance

• Board consists of six nominees, with 33% gender and 67% ethnic/racial diversity.

• All committee members are independent; Board leadership includes an Executive Chairman and a Lead Independent Director.

• Board regularly reviews leadership structure and succession planning; annual performance evaluations are required.

• Corporate Governance Committee waived mandatory retirement age for a director, citing experience and leadership.