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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 1, 2023

CARVANA CO.
(Exact name of registrant as specified in its charter)

Delaware
001-38073
81-4549921
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
300 E. Rio Salado Parkway
Tempe
Arizona
85281
(Address of principal executive offices, including zip code)

(602) 852-6604
(Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, Par Value $0.001 Per Share CVNA New York Stock Exchange
Preferred Stock Purchase Rights — New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As described below, on May 1, 2023, at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Carvana Co. (the “Company”), the stockholders of the Company approved an amendment (the “Amendment”) of the Carvana Co. 2017 Omnibus Incentive Plan (the “Plan”). Pursuant to the Amendment, the number of shares of Class A common stock reserved for issuance under the Plan was increased by 20,000,000 shares. The Amendment and the Plan are described in Item 4 in the Company’s definitive proxy statement on Schedule 14A, as supplemented for the Annual Meeting, which was filed with the United States Securities and Exchange Commission on March 21, 2023, and which is incorporated by reference herein.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 1, 2023, the Company held its Annual Meeting. Holders representing 789,809,671.40 votes of a total 858,450,230.40 votes were present at the meeting or by proxy, and therefore a quorum was present. Votes were cast as follows:

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 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


Item 2: Ratification of appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023

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

Item 3: Approval, by an advisory vote, of the Company's executive compensation (i.e., “say-on-pay” proposal)

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


Item 4: 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

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

Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).


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 3, 2023
CARVANA CO.
By:
/s/ Mark Jenkins
Name:
Mark Jenkins
Title:
Chief Financial Officer


EX-10.1 2 thirdamendmenttocarvanaco2.htm EX-10.1 Document

Exhibit 10.1
THIRD AMENDMENT TO THE CARVANA CO. 2017 OMNIBUS INCENTIVE PLAN
Carvana Co., a Delaware corporation (the “Company”), established the Carvana Co. 2017 Omnibus Incentive Plan effective as of April 27, 2017 (the “Plan”). The Plan was approved by the Company’s Board of Directors (the “Board”) and Sole Stockholder on April 27, 2017, as further amended June 5, 2017 and August 22, 2017. This Amendment No. 3 (this “Amendment”) to the Plan is adopted by the Board of Directors on February 22, 2023. This Amendment will become effective upon approval by the Company’s stockholders at the Company’s 2023 annual meeting.
WHEREAS, Section 4.1(a) of the Plan provides in part:
The aggregate number of shares of Common Stock that may be issued or used for reference purposes or with respect to which Awards may be granted under the Plan shall not exceed 14,000,000 shares (subject to any increase or decrease pursuant to Section 4.2) (the “Share Reserve”), which may be either authorized and unissued Common Stock or Common Stock held in or acquired for the treasury of the Company or both.
WHEREAS, the Company has determined that it will soon exhaust the Share Reserve and has determined that the Share Reserve should be increased; and
WHEREAS, if the Company’s stockholders fail to approve this Amendment, the Share Reserve under the existing Plan shall continue in full force and effect.
NOW, THEREFORE, the Plan is hereby amended as follows:
1.Section 4.1(a) of the Plan is hereby amended and restated in its entirety to read as follows:
The aggregate number of shares of Common Stock that may be issued or used for reference purposes or with respect to which Awards may be granted under the Plan shall not exceed 34,000,000 shares (subject to any increase or decrease pursuant to Section 4.2) (the “Share Reserve”), which may be either authorized and unissued Common Stock or Common Stock held in or acquired for the treasury of the Company or both. The Share Reserve will automatically increase on January 1 of each year, for ten years, commencing on January 1, 2018, in an amount equal to two percent of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year, provided that the Committee may act prior to January 1 of a given year to provide that there will be no January 1 increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a smaller number of shares of Common Stock than would otherwise occur pursuant to this sentence. The maximum number of shares of Common Stock with respect to which Incentive Stock Options may be granted under the Plan shall be 34,000,000 shares. With respect to Stock Appreciation Rights settled in Common Stock, upon settlement, only the number of shares of Common Stock delivered to a Participant (based on the difference between the Fair Market Value of the shares of Common Stock subject to such Stock Appreciation Right on the date such Stock Appreciation Right is exercised and the exercise price of each Stock Appreciation Right on the date such Stock Appreciation Right was awarded) shall count against the aggregate and individual share limitations set forth under Sections 4.1(a) and 4.1(b).



If any Option, Stock Appreciation Right or Other Stock-Based Awards granted under the Plan expires, terminates or is canceled for any reason without having been exercised in full, the number of shares of Common Stock underlying any unexercised Award shall again be available for the purpose of Awards under the Plan. If any shares of Restricted Stock, Performance Awards or Other Stock-Based Awards denominated in shares of Common Stock awarded under the Plan to a Participant are forfeited for any reason, the number of forfeited shares of Restricted Stock, Performance Awards or Other Stock-Based Awards denominated in shares of Common Stock shall again be available for purposes of Awards under the Plan. If a Tandem Stock Appreciation Right or a Limited Stock Appreciation Right is granted in tandem with an Option, such grant shall only apply once against the maximum number of shares of Common Stock which may be issued under the Plan. Any Award under the Plan settled in cash shall not be counted against the foregoing maximum share limitations. The maximum number of shares of Common Stock subject to any Award of Stock Options which may be granted under the Plan during any fiscal year of the Company to any Participant shall be 500,000 shares (1,000,000 shares for an Eligible Employee during the fiscal year in which their employment with the Company commenced) (which shall be subject to any further increase or decrease pursuant to Section 4.2); provided, that the maximum number of shares of Common Stock subject to any Award of Stock Options which may be granted to an Eligible Employee during the first fiscal year in which their employment with the Company (or one of its Affiliates) commenced shall be 1,000,000.
2. This Third Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions and intent of this Third Amendment.

IN WITNESS WHEREOF, the Company has caused this Third Amendment to be executed as of May 1, 2023.
CARVANA CO.
By: /s/ Paul Breaux
Name: Paul Breaux
Title: General Counsel and Secretary