Vroom (NASDAQ: VRM) investors approve board slate, auditor and pay plan

Rhea-AI Filing Summary

Vroom, Inc. reported the results of its annual stockholder meeting held on June 11, 2026. A total of 4,277,509 shares of common stock were represented, about 82.15% of shares outstanding as of the April 16, 2026 record date, indicating strong participation.

Stockholders elected seven directors for terms ending at the 2027 annual meeting. They also ratified RSM US LLP as independent registered public accounting firm for the year ending December 31, 2026 and approved, on an advisory basis, the compensation of the company’s named executive officers.

8-K Event Classification

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

1 item

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.

Key Figures

Shares represented: 4,277,509 shares Participation rate: 82.15% Auditor ratification FOR votes: 4,266,723 votes +4 more

7 metrics

Shares represented 4,277,509 shares Present or by proxy at June 11, 2026 annual meeting

Participation rate 82.15% Percent of outstanding common stock as of April 16, 2026

Auditor ratification FOR votes 4,266,723 votes Ratification of RSM US LLP for year ending December 31, 2026

Auditor ratification AGAINST votes 10,478 votes Votes against RSM US LLP appointment

Say-on-pay FOR votes 4,180,240 votes Advisory approval of named executive officer compensation

Say-on-pay AGAINST votes 40,286 votes Advisory vote on executive compensation

Example director FOR votes 4,217,142 votes Thomas H. Shortt director election

Key Terms

Broker Non-Votes, independent registered public accounting firm, advisory (non-binding) basis, emerging growth company

4 terms

Broker Non-Votes financial

"Votes FOR | Votes WITHHELD | Broker Non-Votes"

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

"appointment of RSM US 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.

advisory (non-binding) basis financial

"Approval, on an advisory (non-binding) basis, of the compensation"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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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): June 11, 2026

VROOM, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39315		90-1112566
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

4700 Mercantile Dr.
Fort Worth, Texas 76137

(Address of principal executive offices) (Zip Code)

(518) 535-9125

(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	VRM	Nasdaq Global 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. ☐

|US-DOCS\160615061.2||

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

On June 11, 2026, Vroom, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). A total of 4,277,509 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), were present in person or represented by proxy at the Meeting, representing approximately 82.15 percent of the Company’s outstanding Common Stock as of the April 16, 2026 record date. The following are the voting results for the proposals considered and voted upon at the Meeting, each of which were described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2026.

Item 1 — Election of seven directors for a term of office ending at the annual meeting of stockholders to be held in 2027.

	Votes FOR	Votes WITHHELD	Broker Non-Votes
Robert J. Mylod, Jr.	4,215,679	7,264	54,566
Timothy M. Crow	4,143,514	79,429	54,566
Michael J. Farello	4,065,689	157,254	54,566
Robert R. Krakowiak	4,216,757	6,186	54,566
Matthew J. Pietroforte	4,216,915	6,028	54,566
Nikul Patel	4,216,125	6,818	54,566
Thomas H. Shortt	4,217,142	5,801	54,566

Item 2 — Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

Votes FOR		Votes AGAINST				Votes ABSTAINED				Broker Non-Votes
4,266,723		10,478				308				0

Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

Votes FOR		Votes AGAINST				Votes ABSTAINED				Broker Non-Votes
4,180,240		40,286				2,417				54,566

Based on the foregoing votes, the director nominees listed under Item 1 were elected and Items 2 and 3 were approved.

|US-DOCS\160615061.2||

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.

		VROOM, INC.
Date: June 12, 2026		By:		/s/ Jonathan Sandison
				Jonathan Sandison
				Chief Financial Officer

|US-DOCS\160615061.2||

FAQ

What did Vroom (VRM) stockholders vote on at the June 2026 annual meeting?

Vroom stockholders elected seven directors, ratified RSM US LLP as the independent registered public accounting firm for 2026, and approved on an advisory basis the compensation of the company’s named executive officers, covering the main governance and pay items for the year.

How many Vroom (VRM) shares were represented at the June 11, 2026 meeting?

A total of 4,277,509 shares of Vroom common stock were present or represented by proxy, representing approximately 82.15 percent of the company’s outstanding common stock as of the April 16, 2026 record date, indicating a strong quorum for conducting business.

Were all Vroom (VRM) director nominees elected at the 2026 annual meeting?

Yes. All seven director nominees received more votes FOR than WITHHELD. For example, Thomas H. Shortt received 4,217,142 votes FOR and 5,801 votes WITHHELD, with 54,566 broker non-votes recorded, so each nominee was elected for a term ending at the 2027 meeting.

Did Vroom (VRM) stockholders approve the company’s 2026 auditor?

Yes. Stockholders ratified the appointment of RSM US LLP as Vroom’s independent registered public accounting firm for the year ending December 31, 2026, with 4,266,723 votes FOR, 10,478 votes AGAINST, 308 ABSTAIN, and no broker non-votes reported.

How did Vroom (VRM) shareholders vote on executive compensation in 2026?

Shareholders approved the compensation of Vroom’s named executive officers on an advisory, non-binding basis. The proposal received 4,180,240 votes FOR, 40,286 votes AGAINST, 2,417 ABSTAIN, and 54,566 broker non-votes, indicating majority support for the disclosed pay program.

When was the record date for Vroom (VRM) 2026 annual meeting voting eligibility?

The record date for determining Vroom stockholders entitled to vote at the 2026 annual meeting was April 16, 2026. The 4,277,509 shares represented at the meeting corresponded to approximately 82.15 percent of the company’s outstanding common stock on that record date.

Filing Exhibits & Attachments

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