8-K current report · filed May 6, 2026

Carvana (CVNA) 8-K Current Report: May 6, 2026

Item 5.02Item 5.03Item 5.07CVNA overviewOriginal on SEC EDGAR

Short answer

Carvana (CVNA) filed an 8-K current report with the SEC on May 6, 2026 reporting Item 5.02 (Departure/Election of Directors or Officers), Item 5.03 (Amendments to Articles of Incorporation or Bylaws), Item 5.07 (Submission of Matters to a Vote of Security Holders). Stockholders approved Carvana’s 2026 Omnibus Incentive Plan at the May 5, 2026 annual meeting.

Carvana 8-K event analysis

AI summary of each reported item and its exhibits

Item 5.02 · Departure/Election of Directors or Officers

  • Stockholders approved Carvana’s 2026 Omnibus Incentive Plan at the May 5, 2026 annual meeting
  • New plan establishes the framework for future equity-based employee and executive compensation
  • Plan terms detailed in Exhibit 10.1 and the March 25, 2026 proxy statement

Item 5.03 · Amendments to Articles of Incorporation or Bylaws

  • Stockholders approved a five-for-one forward split of Class A and Class B common stock
  • Effective May 7, 2026 at 9:30 a.m. ET, each existing share converts into five shares
  • Split-adjusted Class A trading expected on NYSE at market open May 8, 2026
  • Authorized Class A and Class B share counts increase proportionately, expanding future issuance capacity

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

  • Quorum established with 832,509,320 of 850,082,440 votes represented at the annual meeting
  • Michael Maroone and Neha Parikh elected as Class III directors through the 2029 annual meeting
  • Say-on-pay approved with 803,726,520 votes for, supporting continued executive compensation structure
  • 2026 Omnibus Incentive Plan and certificate amendment approved, authorizing stock split and increased shares
  • Grant Thornton ratified as 2026 auditor; stockholder proposal rejected 32,002,459 to 788,394,436

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