Carvana (CVNA) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 5, 2026, with voting available online, by phone, or mail.

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

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

Voting matters and shareholder proposals

• Shareholders will vote on electing two directors, approving executive compensation, 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 rights are structured with Class A shares (one vote each) and Class B shares (ten votes each for Garcia Parties, one vote otherwise).

Board of directors and corporate governance

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

• Board committees include Audit and Compensation & Nominating, both fully independent.

• The company is a controlled company under NYSE rules but does not currently use related exemptions.

• An independent Lead Director provides additional oversight.

• Annual board and committee self-evaluations are conducted.