8-K
filed May 6, 2026, 7:59 PM ET
ticker CVNA
CIK 0001690820
other material
confidence high
sentiment neutral
materiality 0.65
Carvana stockholders approve 5-for-1 stock split, adopt new 2026 incentive plan
CARVANA CO.
- Stockholders approved five-for-one forward stock split effective May 7, 2026 at 9:30 a.m. ET; split-adjusted trading begins May 8.
- Amendment increases authorized shares of Class A and Class B common stock proportionately.
- Stockholders also approved the Carvana Co. 2026 Omnibus Incentive Plan, replacing the 2017 plan.
- Michael Maroone and Neha Parikh elected as Class III directors for terms expiring at 2029 annual meeting.
- Say-on-pay proposal and ratification of Grant Thornton as auditor for 2026 passed; stockholder proposal defeated.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CARVANA CO.: Amendment to Amended and Restated Certificate of Incorporation to effect a five-for-one forward stock split and proportionate increase in authorized shares of Class A and Class B common stock (effective 2026-05-07).
- Change
- charter amendment
- Effective
- 2026-05-07
Exact text from the filing
At the Annual Meeting, the Company's stockholders approved an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation to effect a five-for-one forward stock split of the Company's Class A common stock and Class B common stock (the "Stock Split") and to proportionately increase the number of authorized shares of Class A common stock and Class B common stock (the "Authorized Share Increase").
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
CARVANA CO. shareholders approved Approval, by an advisory vote, of the compensation of the Company's named executive officers.
- Proposal
- say on pay
- Outcome
- passed
Exact text from the filing
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 803,726,520.00 17,031,209.00 74,719.00 11,676,872.00
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
CARVANA CO. shareholders rejected Stockholder proposal as described in the definitive proxy statement on schedule 14A.
- Outcome
- failed
Exact text from the filing
Item 6: Vote upon a stockholder proposal, as described in the definitive proxy statement on schedule 14A The Company's stockholders did not approve the stockholder proposal, as described in the Proxy Statement. For Against Abstain Broker Non-Votes 32,002,459.00 788,394,436.00 435,553.00 11,676,872.00
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
CARVANA CO. shareholders approved Approval of the Carvana Co. 2026 Omnibus Incentive Plan.
- Proposal
- equity plan
- Outcome
- passed
Exact text from the filing
Item 3: Approval of the Carvana Co. 2026 Omnibus Incentive Plan The Company's stockholders approved the Carvana Co. 2026 Omnibus Incentive Plan. For Against Abstain Broker Non-Votes 730,926,830.00 89,832,196.00 73,422.00 11,676,872.00
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
CARVANA CO. shareholders approved Approval of the Amendment to the Company's Amended and Restated Certificate of Incorporation to effect the Stock Split and the Authorized Share Increase.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
Item 4: Approval of the Amendment to the Company's Amended and Restated Certificate of Incorporation to effect the Stock Split and the Authorized Share Increase The Company's stockholders approved the Amendment to the Company's Amended and Restated Certificate of Incorporation to provide for the Stock Split and the Authorized Share Increase. The votes required for approval of this Item 4 were as follows: • The affirmative vote of a majority of voting power of the outstanding shares of capital stock entitled to vote generally in an election of directors, voting as a single class. • The affirmative vote of a majority of the votes cast for or against the proposal by the holders of Class A common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. • The affirmative vote of a majority of voting power of the outstanding shares of Class B common stock. Vote For Against Abstain Class A common stock and Class B common stock voting together as a si
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
CARVANA CO. shareholders approved Election of Class III directors.
- Proposal
- director election
- Outcome
- passed
Exact text from the filing
Item 1: Election of directors Each of the following director nominees received the following votes at the Annual Meeting and were elected as Class III directors to serve for a three-year term expiring at the Company's 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier death, resignation, or removal. Nominee For Withheld Broker Non-Votes Michael Maroone 800,290,111.00 20,542,337.00 11,676,872.00 Neha Parikh 780,134,766.00 40,697,682.00 11,676,872.00
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
CARVANA CO. shareholders approved Ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026 at the 2026-12-31 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-12-31
Exact text from the filing
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, 2026 The Company's stockholders ratified the appointment of Grant Thornton LLP as the Company's independent auditor for the year ending December 31, 2026. For Against Abstain 820,578,537.00 11,841,555.00 89,228.00
View on SEC.gov
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