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Avis Budget Group (CAR) 2026 shareholder votes on directors, pay and governance proposal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Avis Budget Group, Inc. held its 2026 Annual Meeting of Shareholders, where six director nominees were elected to one-year terms expiring in 2027. Each nominee, including Jagdeep Pahwa and Anu Hariharan, received more than 26.6 million votes in favor, with relatively few votes against or abstentions.

Shareholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026, with over 28.2 million votes in favor. On an advisory basis, shareholders approved the compensation of the named executive officers, while a shareholder proposal seeking a majority voting standard and potential meeting adjournment failed by a wide margin.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Jagdeep Pahwa 26,842,853 votes Director election, 2026 Annual Meeting
Votes for auditor ratification 28,201,021 votes Ratification of Deloitte & Touche LLP for fiscal 2026
Votes for say-on-pay 26,617,695 votes Advisory approval of named executive officer compensation
Votes for shareholder governance proposal 2,792,010 votes Proposal on majority voting and meeting adjournment
Votes against shareholder governance proposal 24,142,655 votes Proposal on majority voting and meeting adjournment
broker non-votes financial
"Broker Non-Votes 1,442,067"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"to serve as the Company’s independent registered public accounting firm for fiscal year 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory basis financial
"to approve, on an advisory basis, the compensation of the Company’s named executive officers"
majority vote standard financial
"be replaced by the applicable majority vote standard"
shareholder proposal financial
"The shareholder proposal to approve, on an advisory basis, a request that the Company’s Board"
A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.
Understanding 8-K Material Events →
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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 20, 2026

 

Avis Budget Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-10308   06-0918165
(State or Other jurisdiction
of incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

 

379 Interpace Parkway

Parsippany, NJ

   07054
(Address of Principal Executive Offices)   (Zip Code)

 

(973) 496-4700

(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 Instruction A.2.):

☐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
Common Stock, par value $0.01   CAR   The Nasdaq Global Select Market

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

On May 20, 2026, Avis Budget Group, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders. The following matters were submitted to a vote of shareholders and the voting results were as follows:

Proposal No. 1. Election of Directors. The six nominees named in the Company’s 2026 proxy statement were elected as directors to serve a one-year term expiring in 2027 and until their successors are duly elected and qualified or until their earlier resignation or removal, based upon the following votes:

Director Nominee   Votes For   Votes Against   Abstentions  

Broker

Non-Votes

Jagdeep Pahwa   26,842,853   106,455   8,102   1,442,067
Anu Hariharan   26,905,610   42,907   8,893   1,442,067
Bernardo Hees   26,837,520   111,038   8,852   1,442,067
Lynn Krominga   26,629,099   319,233   9,078   1,442,067
Glenn Lurie   26,915,791   32,557   9,062   1,442,067
Karthik Sarma   26,842,520   105,831   9,059   1,442,067

 

Proposal No. 2. Ratification of Appointment of Auditors. The proposal to ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2026 was approved by the following votes:

 

Votes For   Votes Against   Abstentions
28,201,021   181,866   16,590

 

Proposal No. 3. Advisory Approval of the Compensation of the Company’s Named Executive Officers. The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Company’s 2026 proxy statement, was approved by the following votes:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
26,617,695   323,061   16,654   1,442,067

 

Proposal No. 4. Shareholder Proposal Regarding Governance by Majority Voting and Meeting Adjournment. The shareholder proposal to approve, on an advisory basis, a request that the Company’s Board of Directors take each step necessary so that each voting requirement in the Company’s charter and bylaws that calls for a greater than simple majority vote be replaced by the applicable majority vote standard and to adjourn the applicable shareholder meeting, for up to 2 weeks, if the proposal fails to obtain the required 80% shareholder approval vote on the date of such meeting, was not approved, and received the following votes:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
2,792,010   24,142,655   22,745   1,442,067

 

 

 

 

   

 

 

SIGNATURE

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.

 

  AVIS BUDGET GROUP, INC.  
       
       
  By: /s/ Jean M. Sera  
  Name: Jean M. Sera  
  Title: Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary  

 

Date: May 21, 2026

 

 

 

 

   

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Avis Budget Group (CAR) announce from its 2026 Annual Meeting?

Avis Budget Group reported results of its 2026 Annual Meeting of Shareholders. Six directors were elected, Deloitte & Touche LLP was ratified as auditor for 2026, executive compensation received advisory approval, and a shareholder governance proposal on majority voting and meeting adjournment was not approved.

Which directors were elected at Avis Budget Group’s 2026 shareholder meeting?

Shareholders elected six directors to one-year terms expiring in 2027. The nominees were Jagdeep Pahwa, Anu Hariharan, Bernardo Hees, Lynn Krominga, Glenn Lurie, and Karthik Sarma, each receiving more than 26.6 million votes for and only modest opposition and abstentions.

Did Avis Budget Group (CAR) shareholders approve the 2026 auditor ratification?

Yes. Shareholders ratified Deloitte & Touche LLP as Avis Budget Group’s independent registered public accounting firm for fiscal year 2026, with 28,201,021 votes for, 181,866 votes against, and 16,590 abstentions, indicating strong overall support for continuing with the same audit firm.

How did Avis Budget Group shareholders vote on executive compensation in 2026?

On an advisory basis, shareholders approved compensation of the company’s named executive officers. The vote totaled 26,617,695 for, 323,061 against, and 16,654 abstentions, with 1,442,067 broker non-votes, signaling broad shareholder support for the disclosed executive pay program.

What was the outcome of the majority voting shareholder proposal at Avis Budget Group?

A shareholder proposal seeking majority voting standards and authority to adjourn meetings for up to two weeks if 80% approval wasn’t reached was not approved. It received 2,792,010 votes for, 24,142,655 against, 22,745 abstentions, and 1,442,067 broker non-votes, reflecting significant opposition.

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