secwatch / observer
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.

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
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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
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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
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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
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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
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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

42 governance changes filed in the last 30 days. Browse all governance changes →

CARVANA CO. filing history →

Source: SEC EDGAR
accession 0001690820-26-000039
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