Carvana Co. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$CVNA
Retail-Auto Dealers and Gas Stations
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2025
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Item 5.07 Submission of Matters to a Vote of Security Holders
On May 5, 2025, Carvana Co. (the "Company") held its 2025 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, an aggregate of 849,602,659.67 out of 871,441,339.40 votes were present in person or by proxy at the Annual Meeting, and therefore a quorum was present. Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the meeting:
Item 1: Election of directors
Each of the following director nominees received the following votes at the Annual Meeting and were elected as Class II directors to serve for a three-year term expiring at the Company's 2028 annual meeting of stockholders and until their respective successors are duly elected and qualified.
| Nominee | For | Withheld | Broker Non-Votes | ||||||||
| Dan Quayle | 814,896,830.81 | 19,288,870.86 | 15,416,958.00 | ||||||||
| Gregory Sullivan | 809,465,368.67 | 24,720,333.00 | 15,416,958.00 | ||||||||
Item 2: Approval, by an advisory vote, of the compensation of the Company's named executive officers (i.e., “say-on-pay”)
The Company's stockholders approved, by an advisory vote, the compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 830,398,626.75 | 3,754,409.87 | 32,665.04 | 15,416,958.00 | ||||||||
Item 3: Recommendation, by an advisory vote, on the frequency of future say-on-pay votes
The Company's stockholders approved, by an advisory vote, holding say-on-pay votes annually.
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||||||||
| 833,378,869.81 | 281,337.00 | 506,833.00 | 18,661.86 | 15,416,958.00 | ||||||||||
Based on the results of the vote on Item 3, and consistent with the Board of Directors' recommendation to hold future say-on-pay votes every one year, the Board of Directors has determined that the Company will hold such stockholder advisory vote every year until the next required vote on the frequency of future say-on-pay votes.
Item 4: Approval of an amendment to the Company's amended and restated certificate of incorporation to provide for the exculpation of certain officers as permitted by Delaware law
The Company's stockholders approved the amendment to the Company's amended and restated certificate of incorporation to provide for the exculpation of certain officers as permitted by Delaware law.
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 809,274,812.81 | 24,884,743.00 | 26,145.86 | 15,416,958.00 | ||||||||
Item 5: Ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025
The Company's stockholders ratified the appointment of Grant Thornton LLP as the Company's independent auditor for the year ending December 31, 2025.
| For | Against | Abstain | ||||||
| 849,337,609.67 | 200,639.00 | 64,411.00 | ||||||
Item 6: Vote upon a stockholder proposal regarding simple majority voting
The Company's stockholders did not approve the stockholder proposal regarding simple majority voting.
| For | Against | Abstain | ||||||
| 39,706,607.17 | 794,437,464.51 | 41,630.00 | ||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: | May 6, 2025 | CARVANA CO. | |||||||||||||||||||||
By: | /s/ Paul Breaux | ||||||||||||||||||||||
Name: | Paul Breaux | ||||||||||||||||||||||
Title: | Vice President, General Counsel, and Secretary | ||||||||||||||||||||||