Carvana (CVNA) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 5, 2026, to be held virtually for shareholder participation.

• Shareholders are invited to vote on key proposals, including director elections, executive compensation, incentive plans, stock split, auditor ratification, and a shareholder proposal.

Voting matters and shareholder proposals

• Election of two directors: Michael Maroone and Neha Parikh, both recommended by the board.

• Advisory vote on executive compensation for named executive officers.

• Approval of the 2026 Omnibus Incentive Plan.

• Amendment to effect a five-for-one forward stock split and increase authorized shares.

• Ratification of Grant Thornton LLP as independent auditor for 2026.

• Vote on one shareholder proposal, with board recommending a vote against.

Board of directors and corporate governance

• Board recommends all director nominees and all management proposals except the shareholder proposal.