CARVANA CO. 8-K

What Happened
Carvana Co. (CVNA) filed an 8-K reporting results of its May 5, 2026 Annual Meeting. Stockholders approved an amendment to effect a five-for-one forward stock split of both Class A and Class B common stock (effective May 7, 2026 at 9:30 a.m. ET; split-adjusted trading expected May 8, 2026) and approved the Carvana Co. 2026 Omnibus Incentive Plan. Two director nominees (Michael Maroone and Neha Parikh) were elected as Class III directors, the company’s named executive officer compensation passed an advisory “say-on-pay” vote, Grant Thornton LLP was ratified as auditor for 2026, and a shareholder proposal was rejected.

Key Details

• Shares present: 832,509,320 of 850,082,440 total votes (quorum present).
• Stock Split: 5-for-1 forward split; Effective Time May 7, 2026 at 9:30 a.m. ET; trading split-adjusted May 8, 2026.
• 2026 Omnibus Incentive Plan vote: For 730,926,830; Against 89,832,196; Abstain 73,422; Broker non-votes 11,676,872.
• Amendment (Stock Split & Authorized share increase) vote (A & B together): For 832,294,931; Against 146,812; Abstain 67,577.
• Director elections: Michael Maroone — For 800,290,111; Neha Parikh — For 780,134,766.
• Say-on-pay: For 803,726,520; Against 17,031,209.
• Auditor ratification (Grant Thornton LLP): For 820,578,537; Against 11,841,555.
• Shareholder proposal: Failed (For 32,002,459; Against 788,394,436).

Why It Matters
The approved 5-for-1 stock split will increase outstanding share count and reduce the per‑share trading price, which can improve liquidity and make shares more accessible to smaller investors (no change to the company’s market capitalization). Approval of the 2026 Omnibus Incentive Plan authorizes additional equity awards to employees and directors, which may lead to future dilution depending on grant activity. Board continuity and auditor ratification were resolved in line with management proposals, and the failed shareholder proposal indicates limited support for that specific investor initiative. Investors should note the effective and trading dates and monitor post‑split share liquidity and any future equity compensation activity disclosed in subsequent filings.