--- schema_version: "secwatch.filing_event.v1" accession: "0001690820-23-000139" form_type: "8-K" ticker: "CVNA" cik: "0001690820" company_name: "CARVANA CO." filed_at: "2023-05-03T23:59:59+00:00" generated_at: "2026-06-16T01:14:03.739298+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Carvana shareholders approve 20M share increase to 2017 Omnibus Incentive Plan ## Summary - Shareholders approved an amendment increasing the Plan's share reserve by 20M shares to a total of 34M shares. - Directors Michael Maroone and Neha Parikh were re-elected; say-on-pay proposal passed with ~99% of votes cast. - Grant Thornton LLP ratified as independent auditor for FY 2023 with over 99% of votes in favor. - The meeting had a quorum of 789.8M votes out of 858.5M total (92% participation). ## SEC filing metadata - accession: 0001690820-23-000139 - form_type: 8-K - ticker: CVNA - cik: 0001690820 - company_name: CARVANA CO. - filed_at: 2023-05-03T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1690820/000169082023000139/0001690820-23-000139-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1690820/000169082023000139/cvna-20230501.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001690820-23-000139 - JSON: https://secwatch.observer/filing/0001690820-23-000139.json - Plain text: https://secwatch.observer/filing/0001690820-23-000139.txt ## Key facts - Shareholder Votes CARVANA CO. shareholders approved Approval of an amendment to the Carvana Co. 2017 Omnibus Incentive Plan to increase the maximum number of shares of Class A common stock available for issuance thereunder by 20 million shares at the 2023-05-01 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-01 source text: The Company's stockholders approved the Amendment, increasing the maximum number of shares of Class A common stock available for issuance under the Plan by 20 million shares. For Against Abstain Broker Non-Votes 742,182,511.40 21,577,155.00 201,201.00 25,848,804.00 evidence_url: https://www.sec.gov/Archives/edgar/data/1690820/000169082023000139/0001690820-23-000139-index.htm - Shareholder Votes CARVANA CO. shareholders approved Approval, by an advisory vote, of the Company's executive compensation (i.e., 'say-on-pay' proposal) at the 2023-05-01 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-01 source text: The Company's stockholders approved, by an advisory vote, Carvana’s executive compensation. For Against Abstain Broker Non-Votes 758,653,023.40 5,086,096.00 221,748.00 25,848,804.00 evidence_url: https://www.sec.gov/Archives/edgar/data/1690820/000169082023000139/0001690820-23-000139-index.htm - Shareholder Votes CARVANA CO. shareholders approved Election of directors: Michael Maroone at the 2023-05-01 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-01 source text: Each of the following directors received the following votes cast at the Annual Meeting, and were elected for a three-year term expiring at the Company's 2026 annual meeting and until their respective successors are duly elected and qualified. Nominee For Withheld Broker Non-Votes Michael Maroone 753,865,260.40 10,095,607.00 25,848,804.00 Neha Parikh 749,444,804.40 14,516,063.00 25,848,804.00 evidence_url: https://www.sec.gov/Archives/edgar/data/1690820/000169082023000139/0001690820-23-000139-index.htm - Shareholder Votes CARVANA CO. shareholders approved Election of directors: Neha Parikh at the 2023-05-01 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-01 source text: Each of the following directors received the following votes cast at the Annual Meeting, and were elected for a three-year term expiring at the Company's 2026 annual meeting and until their respective successors are duly elected and qualified. Nominee For Withheld Broker Non-Votes Michael Maroone 753,865,260.40 10,095,607.00 25,848,804.00 Neha Parikh 749,444,804.40 14,516,063.00 25,848,804.00 evidence_url: https://www.sec.gov/Archives/edgar/data/1690820/000169082023000139/0001690820-23-000139-index.htm - Shareholder Votes CARVANA CO. shareholders approved Ratification of appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 at the 2023-05-01 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-01 source text: The Company's stockholders ratified the appointment of Grant Thornton LLP as the Company's independent auditor for the year ending December 31, 2023. For Against Abstain 786,003,890.40 3,385,648.00 420,133.00 evidence_url: https://www.sec.gov/Archives/edgar/data/1690820/000169082023000139/0001690820-23-000139-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.