Carvana (CVNA) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 5, 2026, with voting available online for shareholders of record as of March 10, 2026.

• Key proposals include director elections, say-on-pay, approval of a new omnibus incentive plan, a five-for-one stock split, auditor ratification, and a shareholder proposal.

• The company achieved record financial results in 2025, with retail units up 43%, revenue over $20.3 billion, and net income of $1.895 billion.

• The board recommends voting in favor of all management proposals and against the shareholder proposal for an independent board chairman.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class III directors, say-on-pay, the 2026 Omnibus Incentive Plan, a five-for-one stock split, auditor ratification, and a shareholder proposal for an independent board chairman.

• The board recommends voting for all management proposals and against the shareholder proposal.

• Voting requires a plurality or majority depending on the item, with specific rules for abstentions and broker non-votes.

Board of directors and corporate governance

• The board consists of six directors in three staggered classes, with a mix of independent and management members.

• All non-employee directors are independent under NYSE standards; the company is a controlled company but does not use NYSE governance exemptions.

• The board has Audit and Compensation & Nominating Committees, both fully independent.

• An independent Lead Director provides additional oversight; annual board self-evaluations are conducted.