Avis Budget Group (CAR) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 14, 2025, to be held virtually, with shareholders able to participate online and vote on key proposals.

• Board recommends several amendments to the certificate of incorporation, including removal of supermajority voting provisions and modernization of governance documents.

• 2024 financial performance included $11.8 billion in revenue, a net loss of $1.8 billion, and $2.5 billion in asset impairment charges due to a change in fleet strategy.

• Returned $45 million to shareholders via stock repurchases; five-year total shareholder return was 181% despite a negative TSR for 2024.

Voting matters and shareholder proposals

• Nine proposals up for vote: election of six directors, ratification of Deloitte & Touche LLP as auditor, advisory approval of executive compensation, and six amendments to the certificate of incorporation addressing supermajority voting, by-law amendments, director removal, business combinations, preferred stock voting, and officer exculpation.

• Board recommends voting FOR all proposals.

• Shareholders have one vote per share; 35,192,150 votes eligible as of record date.

• Amendments aim to align governance with market practice and enhance shareholder rights.

Board of directors and corporate governance

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

• All committee members are independent; annual election of all directors and majority voting with a resignation policy.

• Board leadership structure includes an Executive Chairman, Lead Independent Director, and fully independent committees.

• Board regularly reviews leadership structure and succession planning; CEO transition planned for July 2025.

• Board and committees conduct annual performance evaluations.