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Carvana (NYSE: CVNA) shareholders approve 5-for-1 split and 2026 incentive plan

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

Carvana Co. reports results of its 2026 annual stockholder meeting, highlighted by approval of a five-for-one forward stock split for its Class A and Class B common stock and a proportionate increase in authorized shares. The stock split becomes effective on May 7, 2026 at 9:30 a.m. ET, with Class A shares expected to begin trading on a split-adjusted basis on May 8, 2026 on the New York Stock Exchange.

Stockholders also approved the Carvana Co. 2026 Omnibus Incentive Plan and, by advisory vote, the compensation of named executive officers. All director nominees were elected, Grant Thornton LLP was ratified as independent auditor for the year ending December 31, 2026, and a stockholder proposal described in the proxy statement was not approved.

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Stock split ratio Five-for-one forward split Class A and Class B common stock
Stock split effective time 9:30 a.m. ET Effective May 7, 2026
Split-adjusted trading start May 8, 2026 Class A common stock on NYSE
Votes represented at meeting 832,509,320 votes Out of 850,082,440 total votes
Total Class A voting power 142,993,769 votes Outstanding at annual meeting
Total Class B voting power 707,088,671 votes Outstanding at annual meeting
Votes for stock split amendment 832,294,931 for Class A and B voting together
Auditor ratification votes for 820,578,537 for Grant Thornton LLP 2026 auditor
2026 Omnibus Incentive Plan financial
"stockholders approved the Carvana Co. 2026 Omnibus Incentive Plan"
forward stock split financial
"to effect a five-for-one forward stock split of the Company's Class A common stock"
A forward stock split is when a company increases the number of its shares by dividing each existing share into smaller parts. This makes the stock price lower and more affordable for investors, similar to splitting a pizza into more slices so everyone can get a smaller piece. It doesn't change the company's total value, just how it's divided among shareholders.
Authorized Share Increase financial
"and to proportionately increase the number of authorized shares of Class A common stock and Class B common stock (the "Authorized Share Increase")"
say-on-pay financial
"Approval, by an advisory vote, of the compensation of the Company's named executive officers (i.e., “say-on-pay”)"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes 803,726,520.00 | 17,031,209.00 | 74,719.00 | 11,676,872.00"
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
"ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm"
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.
Understanding 8-K Material Events →
0001690820false12/3100016908202026-05-052026-05-05

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 5, 2026

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) 922-9866
(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:
☐ 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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, Par Value $0.001 Per ShareCVNANew 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.

Carvana Co. (the "Company") held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 5, 2026. At the Annual Meeting, the Company's stockholders approved the Carvana Co. 2026 Omnibus Incentive Plan (the “2026 Plan”). The 2026 Plan is described in Item 3 in the Company’s definitive proxy statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on March 25, 2026, and which description is incorporated by reference herein. The description of the 2026 Plan is not complete and is qualified in its entirety by reference to the 2026 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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"). The Stock Split will become effective on May 7, 2026 at 9:30 a.m. ET (the "Effective Time"). At the Effective Time, each share of the Company’s Class A common stock and Class B common stock issued and outstanding immediately prior to the Effective Time will be automatically subdivided and reclassified into five shares of the Class A common stock or Class B common stock, as applicable. Trading of the Class A common stock is expected to begin on a split-adjusted basis on the New York Stock Exchange at market open on May 8, 2026.

The Amendment is described in Item 4 in the Company’s definitive proxy statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on March 25, 2026, and which description is incorporated by reference herein. The description of the Amendment is not complete and is qualified in its entirety by reference to the text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, an aggregate of 832,509,320 out of 850,082,440 votes were present in person or by proxy, and therefore a quorum was present. The total votes outstanding consisted of 142,993,769 votes attributable to Class A common stock and 707,088,671 votes attributable to Class B common stock. Other than as set forth under Item 4, holders of shares of Class A common stock and Class B common stock voted as a single class on all matters. Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting:
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.

NomineeForWithheldBroker Non-Votes
Michael Maroone800,290,111.0020,542,337.0011,676,872.00
Neha Parikh780,134,766.0040,697,682.0011,676,872.00

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.

ForAgainstAbstainBroker Non-Votes
803,726,520.0017,031,209.0074,719.0011,676,872.00

Item 3: Approval of the Carvana Co. 2026 Omnibus Incentive Plan

The Company's stockholders approved the Carvana Co. 2026 Omnibus Incentive Plan.



ForAgainstAbstainBroker Non-Votes
730,926,830.0089,832,196.0073,422.0011,676,872.00

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.

VoteForAgainstAbstain
Class A common stock and Class B common stock voting together as a single class832,294,931.00146,812.0067,577.00
Class A common stock131,202,374.00146,812.0067,577.00
Class B common stock701,092,577.000.000.00

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.

ForAgainstAbstain
820,578,537.0011,841,555.0089,228.00

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.

ForAgainstAbstainBroker Non-Votes
32,002,459.00788,394,436.00435,553.0011,676,872.00




Item 9.01 Financial Statements and Exhibits.


Exhibit No.Description
3.1
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Carvana Co.
10.1
Carvana Co. 2026 Omnibus Incentive Plan.
104Cover 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 6, 2026
CARVANA CO.
By:
/s/ Paul Breaux
Name:
Paul Breaux
Title:
Vice President, General Counsel, Secretary, and Chief Compliance Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Carvana (CVNA) stockholders approve at the 2026 annual meeting?

Carvana stockholders approved a five-for-one forward stock split, a proportional increase in authorized Class A and B shares, the 2026 Omnibus Incentive Plan, say-on-pay compensation, director elections, and ratified Grant Thornton LLP as independent auditor for the year ending December 31, 2026.

How will Carvana (CVNA) five-for-one stock split work and when is it effective?

Each share of Class A and Class B common stock will automatically become five shares at 9:30 a.m. ET on May 7, 2026. Carvana’s Class A common stock is expected to begin trading on a split-adjusted basis on the New York Stock Exchange on May 8, 2026.

Was the Carvana (CVNA) 2026 Omnibus Incentive Plan approved by stockholders?

Yes, stockholders approved the Carvana Co. 2026 Omnibus Incentive Plan. The filed report states that the plan’s detailed description appears in Item 3 of the company’s March 25, 2026 definitive proxy statement on Schedule 14A, which is incorporated by reference into this disclosure.

What were the quorum and voting power at Carvana (CVNA) 2026 annual meeting?

A quorum was present with 832,509,320 out of 850,082,440 votes represented in person or by proxy. The total votes outstanding included 142,993,769 votes from Class A common stock and 707,088,671 votes from Class B common stock entitled to vote at the meeting.

How did Carvana (CVNA) stockholders vote on the stock split and share increase amendment?

Stockholders strongly approved the charter amendment for the stock split and authorized share increase, including 832,294,931 votes for and 146,812 against when Class A and Class B voted together, plus 131,202,374 for by Class A alone and 701,092,577 for by Class B stockholders.

Which Carvana (CVNA) stockholder proposal failed at the 2026 meeting?

A stockholder proposal described in the definitive proxy statement did not receive approval. It received 32,002,459 votes for, 788,394,436 against, 435,553 abstentions, and 11,676,872 broker non-votes, so it failed to achieve stockholder approval under the stated voting standards.

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