Avis Budget Group (CAR) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually in May 2025, with nine proposals up for shareholder vote, including director elections, auditor ratification, executive compensation, and significant amendments to the certificate of incorporation to modernize governance and remove supermajority voting requirements.

• The Board recommends approval of all proposals, emphasizing alignment with market practices and enhanced shareholder rights.

• 2024 saw $11.8 billion in revenue, a net loss of $1.8 billion due to a $2.5 billion fleet impairment, and $45 million in share repurchases; executive compensation was lower year-over-year, with no annual cash incentive payouts.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, ratifying Deloitte & Touche LLP as auditor, approving executive compensation, and six charter amendments addressing supermajority voting, by-law amendments, director removal, business combinations, preferred stock voting, and officer exculpation.

• All proposals are recommended for approval by the Board, and none are contingent on the approval of others.

• Shareholders have one vote per share; a majority or supermajority is required depending on the proposal.

Board of directors and corporate governance

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

• All committee members are independent; the Board is led by an Executive Chairman and a Lead Independent Director.

• The Board regularly reviews its leadership structure and succession planning, and all directors attended at least 75% of meetings in 2024.

• The Corporate Governance Committee emphasizes diversity and considers shareholder nominations.