Vroom, Inc. 8-K

What Happened

• Vroom, Inc. announced results of its Annual Meeting of Stockholders held June 11, 2026. A total of 4,277,509 shares were present or represented by proxy, about 82.15% of outstanding common stock (record date April 16, 2026). All seven director nominees were elected, the appointment of RSM US LLP as the company’s independent registered public accounting firm for 2026 was ratified, and the advisory (non-binding) vote on named executive officer compensation was approved.

Key Details

• Shares represented: 4,277,509 (≈82.15% of outstanding common stock as of April 16, 2026).
• Director elections (FOR / WITHHELD / Broker non-votes = 54,566):
  • Robert J. Mylod, Jr.: 4,215,679 FOR; 7,264 WITHHELD
  • Timothy M. Crow: 4,143,514 FOR; 79,429 WITHHELD
  • Michael J. Farello: 4,065,689 FOR; 157,254 WITHHELD
  • Robert R. Krakowiak: 4,216,757 FOR; 6,186 WITHHELD
  • Matthew J. Pietroforte: 4,216,915 FOR; 6,028 WITHHELD
  • Nikul Patel: 4,216,125 FOR; 6,818 WITHHELD
  • Thomas H. Shortt: 4,217,142 FOR; 5,801 WITHHELD
• Auditor ratification (Item 2): 4,266,723 FOR; 10,478 AGAINST; 308 ABSTAINED.
• Advisory executive compensation vote (Item 3): 4,180,240 FOR; 40,286 AGAINST; 2,417 ABSTAINED (54,566 broker non-votes).

Why It Matters

• Board continuity: Re-election of all seven directors maintains current management and governance continuity, which can affect strategic direction and oversight.
• Auditor confirmation: Ratifying RSM US LLP provides continuity in financial reporting oversight for 2026.
• Shareholder sentiment on pay: The advisory approval of executive compensation indicates majority support, though the level of against/withheld votes (and broker non-votes) provides a signal investors and the company can monitor in future proxy seasons.