CARVANA CO. shareholders rejected Stockholder proposal as described in the definitive proxy statement on schedule 14A.
“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”
Shareholder Votes
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.
“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”
Shareholder Votes
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.
“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”
Shareholder Votes
CARVANA CO. shareholders approved Approval of the Carvana Co. 2026 Omnibus Incentive Plan.
“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”
Shareholder Votes
CARVANA CO. shareholders approved Approval, by an advisory vote, of the compensation of the Company's named executive officers.
“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”
Shareholder Votes
CARVANA CO. shareholders approved Election of Class III directors.
“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”
Governance Changes
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).
“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").”
Earnings Releases
CARVANA CO. reported the fiscal quarter ended March 31, 2026 results: revenue $6.432 billion, net income $405 million, EPS Basic and diluted net earnings per Class A share were $1.75 and $1.69.
“are versus Q1 2025 unless otherwise noted. Complete financial tables appear at the end of this letter. • Retail units sold totaled 187,393, an increase of 40% • Revenue totaled $6.432 billion, an increase of 52% • Total Gross profit was $1.271 billion, an increase of 37% • Total Gross profit per unit ("GPU") was $6,783, a decrease of $155 • Non-GAAP Total GPU was”
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, 2024 at the 2024-05-06 meeting.
“Item 3: Ratification of appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024 The Company's stockholders ratified the appointment of Grant Thornton LLP as the Company's independent auditor for the year ending December 31, 2024. For Against Abstain 874,864,242.94 325,024.00 89,732.00”
Shareholder Votes
CARVANA CO. shareholders approved Approval, by an advisory vote, of the compensation of the Company's named executive officers (i.e., “say-on-pay”) at the 2024-05-06 meeting.
“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 856,700,638.34 1,769,774.59 110,418.00 16,698,168.00”
Shareholder Votes
CARVANA CO. shareholders approved Election of directors at the 2024-05-06 meeting.
“Item 1: Election of directors 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 2027 annual meeting and until their respective successors are duly elected and qualified. Nominee For Withheld Broker Non-Votes Ernest Garcia III 841,315,880.22 17,237,069.72 16,726,049.00 Ira Platt 834,843,939.22 23,090,534.72 17,344,525.00”
Earnings Releases
CARVANA CO. reported fiscal quarter ended March 31, 2024 results: revenue $3.061 billion, net income $49 million, EPS $0.24. Guidance reaffirmed.
“are versus Q1 2023 unless otherwise noted. Complete financial tables appear at the end of this letter. • Retail units sold totaled 91,878, an increase of 16% • Revenue totaled $3.061 billion, an increase of 17% • Total gross profit was $591 million, an increase of 73% • Total gross profit per unit (“GPU”) was $6,432, an increase of $2,129 • Non-GAAP Total GPU was”
Earnings Releases
CARVANA CO. reported the fiscal quarter and year ended December 31, 2023 results: revenue $2.424 billion, net income $150 million. Guidance raised.
“are versus Q4 2022, unless otherwise noted. Complete financial tables appear at the end of this letter. • Retail units sold totaled 76,090, a decrease of 13% • Revenue totaled $2.424 billion, a decrease of 15% •”
Material Agreements
CARVANA CO. amended Second Amended and Restated Master Purchase and Sale Agreement with Ally Bank and Ally Financial Inc. (together, the "Ally Parties") valued at $4.0 billion (effective 2024-01-11).
“On January 11, 2024, a subsidiary of Carvana Co., Ally Bank, and Ally Financial Inc. (together, the "Ally Parties") amended the Second Amended and Restated Master Purchase and Sale Agreement to, among other things, reestablish a commitment by the Ally Parties to purchase up to $4.0 billion of automotive finance receivables between January 11, 2024 and January 10, 2025.”
Earnings Releases
CARVANA CO. reported fiscal quarter ended September 30, 2023 results: revenue $2.773 billion, net income $741 million, EPS $3.60.
“are versus Q3 2022, unless otherwise noted. Complete financial tables appear at the end of this letter. • Retail units sold totaled 80,987, a decrease of 21% • Revenue totaled $2.773 billion, a decrease of 18% • Total gross profit was $482 million, an increase of 34% • Total gross profit per unit (“GPU”) was $5,952, an increase of $2,452 • Non-GAAP Total GPU was”
Debt Financings
CARVANA CO. amended senior notes of Proposed Amendments to indentures governing 5.500% Senior Notes due 2027, 5.875% Senior Notes due 2028, 4.875% Senior No with holders of Existing Notes.
“On August 30, 2023, the Company entered into supplemental indentures to the applicable Indentures with respect to each series of Existing Notes (each a “Supplemental Indenture” and, collectively, the “Supplemental Indentures”) with U.S. Bank Trust Company, National Association (formerly U.S. Bank, National Association) (the “Trustee”) and the guarantors party thereto, to effect the Proposed Amendments.”
Debt Financings
CARVANA CO. incurred senior notes of $980,815,000 of New 2028 Secured Notes, $1,471,430,000 of New 2030 Secured Notes, and $1,741,259,000 of New 2031 Secured with qualified institutional buyers and non-U.S. persons at New 2028 Secured Notes pay 12% PIK for first two payment dates, then 12% PIK or maturing New 2028 Secured Notes mature December 1, 2028; New 2030 Secured Notes mature June 1, 2030; New 2031 Secured Notes mature June 1, 2031.
“On September 1, 2023, the Company issued New 2028 Secured Notes in an aggregate principal amount of $980,815,000, New 2030 Secured Notes in an aggregate principal amount of $1,471,430,000 and New 2031 Secured Notes in an aggregate principal amount of $1,741,259,000 in exchange for the Company’s Exchangeable Notes validly tendered and accepted in connection with the Exchange Offers.”
Material Agreements
CARVANA CO. entered into Securities Purchase Agreement with Ernest Garcia II and Ernest Garcia III (collectively, the "Garcia Parties") valued at $126,000,000 (effective 2023-08-18).
“on August 18, 2023, the Company and Carvana Group, LLC (“Carvana Group”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the Garcia Parties providing for the purchase of an aggregate of 3,400,994 Class A LLC Units ("Class A Units") of Carvana Group, together with 2,720,795 shares of the Company’s Class B Common Stock, par value $0.001 per share (“Class B Common Stock”), at a price equivalent to $46.31 per share of Class A Common Stock of Carvana Co.”
Material Agreements
CARVANA CO. amended First Amendment to the Transaction Support Agreement with certain of the TSA Parties (effective 2023-08-01).
“On August 1, 2023, the Company and Carvana Group entered into the First Amendment to the Transaction Support Agreement (the “Amendment”) with certain of the TSA Parties”
Earnings Releases
CARVANA CO. reported the fiscal quarter ended June 30, 2023 results: revenue $2.968 billion, net income -105 million, EPS $0.55.
“Q2 2023 Financial Results : All financial comparisons stated below are versus Q2 2022, unless otherwise noted. Complete financial tables appear at the end of this letter. • Retail units sold totaled 76,530, a decrease of 35% • Revenue totaled $2.968 billion, a decrease of 24% • Total gross profit was $499 million, an increase of 26% • Total gross profit per unit (“GPU”) was $6,520, an increase of $3,152 • Non-GAAP Total GPU was $7,030, an increase of $3,347 ◦ GAAP and Non-GAAP Total GPU benefited from ~$900 of non-recurring items, including selling and holding a higher-than-normalized volume of loans and a benefit from our retail inventory allowance • Net loss margin was (3.5%), a sequential improvement from (11.0%) • Adjusted EBITDA margin 1 was 5.2% a sequential improvement from (0.9%) ◦ Adjusted EBITDA benefitted by ~$70 million from non-recurring items, including selling and holding a higher-than-normalized volume of loans and a benefit from our retail inventory allowance ◦ Basic a”
Material Agreements
CARVANA CO. entered into Transaction Support Agreement with Carvana Group, LLC; Ernest Garcia II, Ernest Garcia, III, and entities controlled by one or both of them (collectively, the “Garcia Parties”); and certain eligible holders of the aggregate principal amount outstanding of the Company’s 5.625% senior unsecured notes due 2025, 5.500% senior unsecured n (effective 2023-07-17).
“On July 17, 2023, Carvana Co. (the “Company”) entered into a transaction support agreement (together with all exhibits, annexes and schedules thereto, the “Transaction Support Agreement”) with (i) Carvana Group, LLC (“Carvana Group”), (ii) Ernest Garcia II, Ernest Garcia, III, and entities controlled by one or both of them (collectively, the “Garcia Parties”) and (iii) certain eligible holders of the aggregate principal amount outstanding of the Company’s 5.625% senior unsecured notes due 2025 (the “2025 Notes”), the aggregate principal amount outstanding of 5.500% senior unsecured notes due 2027 (the “2027 Notes”), the aggregate principal amount outstanding of 5.875% senior unsecured notes due 2028 (the “2028 Notes”), the aggregate principal amount outstanding of 4.875% senior unsecured notes due 2029 (the “2029 Notes”), and the aggregate principal amount outstanding of 10.250% senior unsecured notes due 2030 (the “2030 Notes” and, together with the 2025 Notes, 2027 Notes, 2028 Notes,”
Earnings Releases
CARVANA CO. reported the fiscal quarter ended March 31, 2023 results: revenue $2.606 billion, EPS $1.51.
“are versus Q1 2022, unless otherwise noted. Complete financial tables appear at the end of this letter. • Retail units sold totaled 79,240, a decrease of 25% • Revenue totaled $2.606 billion, a decrease of 25% • Total gross profit was $341 million, an increase of 14% • Total gross profit per unit (“GPU”) was $4,303, an increase of $1,470 • Non-GAAP Total GPU was”
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.
“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”
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.
“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”
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.
“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”
Shareholder Votes
CARVANA CO. shareholders approved Election of directors: Neha Parikh at the 2023-05-01 meeting.
“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”
Shareholder Votes
CARVANA CO. shareholders approved Election of directors: Michael Maroone at the 2023-05-01 meeting.
“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”
“Revenue totaled $13.604 billion, an increase of 6% • Total gross profit was $1.246 billion, a decrease of 35% • Total gross profit per unit was $3,022, a decrease of $1,515 ◦ Non-GAAP Total GPU (defined above) was $3,337 • Net loss margin was (21.3%), a decrease from (2.2%) • Adjusted EBITDA margin 1 was (7.7%), a decrease from 0.5% • Basic and diluted net loss, per Class A share was $15.74 based on 101 million shares of Class A common stock outstanding”
“Revenue totaled $2.837 billion, a decrease of 24% • Total gross profit was $193 million, a decrease of 63% • Total gross profit per unit (“GPU”) was $2,219, a decrease of $2,347 ◦ Total GPU, excluding depreciation, amortization, share-based compensation, Root warrant revenue, and restructuring expenses (“Non-GAAP Total GPU”), was $2,667 • Net loss margin was (50.8%), a decrease from (4.8%) • Adjusted EBITDA margin 1 was (10.3%) a decrease from (1.4%) • Basic and diluted net loss, per Class A share was $7.61 based on 106 million shares of Class A common stock outstanding”
Material Agreements
CARVANA CO. amended Second Amended and Restated Master Purchase and Sale Agreement with Ally Bank and Ally Financial Inc. valued at up to $4.0 billion (effective 2023-01-20).
“On January 20, 2023, a subsidiary of Carvana Co., Ally Bank, and Ally Financial Inc. (together, the "Ally Parties") amended the Second Amended and Restated Master Purchase and Sale Agreement (the "MPSA") to clarify the Commitment Period of the Ally Parties' commitment to purchase up to $4.0 billion of automotive finance receivables.”
Material Agreements
CARVANA CO. amended Second Amended and Restated Master Purchase and Sale Agreement with Ally Bank and Ally Financial Inc. (together, the "Ally Parties") valued at up to $4.0 billion (effective 2023-01-13).
“On January 13, 2023, a subsidiary of Carvana Co., Ally Bank, and Ally Financial Inc. (together, the "Ally Parties") amended the Second Amended and Restated Master Purchase and Sale Agreement (the “MPSA”) to, among other things, extend the Scheduled Commitment Termination Date to January 12, 2024 and establish a commitment by the Ally Parties to purchase up to $4.0 billion of automotive finance receivables.”
Material Agreements
CARVANA CO. entered into Section 382 Rights Agreement with American Stock Transfer & Trust Company, LLC (effective 2023-01-16).
“the Company entered into a Section 382 Rights Agreement (the “Tax Asset Preservation Plan”), dated as of January 16, 2023, between the Company and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent.”
Earnings Releases
CARVANA CO. reported the fiscal quarter ended September 30, 2022 results: revenue $3.386 billion, EPS $2.67.
“are versus Q3 2021, unless otherwise noted. Complete financial tables appear at the end of this letter. • Retail units sold totaled 102,570 a decrease of 8% • Revenue totaled $3.386 billion, a decrease of 3% • Total gross profit was $359 million, a decrease of 31% • Total gross profit per unit was $3,500, a decrease of $1,172 • Total gross profit per unit, excluding”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.