Vroom (VRM) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 11, 2026, will be held virtually; record date is April 16, 2026.

• Holders of 5,206,495 shares of common stock are eligible to vote on three main proposals: election of directors, ratification of auditor, and advisory vote on executive compensation.

• Company emerged from Chapter 11 bankruptcy in January 2025, relisted on Nasdaq in February 2025, and is focused on UACC and CarStory businesses after winding down ecommerce operations.

• Forward-looking statements address business plans, strategies, and ESG initiatives, with risks detailed in the 2025 Annual Report.

Voting matters and shareholder proposals

• Proposal 1: Elect seven directors for one-year terms ending at the 2027 Annual Meeting.

• Proposal 2: Ratify RSM US LLP as independent auditor for fiscal 2026.

• Proposal 3: Advisory (non-binding) approval of named executive officer compensation.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be received by January 1, 2027, for inclusion in proxy materials.

Board of directors and corporate governance

• Board will be reduced from eight to seven members after the meeting; majority are independent.

• Separate Independent Executive Chair and CEO roles; annual election of all directors.

• Board committees (Audit, Compensation, Nominating & Governance) are fully independent and oversee key areas including risk, compensation, and ESG.

• Annual board and committee self-evaluations; robust onboarding and succession planning.

• Code of Conduct and anti-hedging policies apply to all directors and officers.