CARVANA CO. 2024-2025 Proxy Voting Records

Description as filed by funds: Election of Class II Director Nominees: Dan Quayle

CARVANA CO.’s own tally for this item (“Elect Director: Dan Quayle”): 814,896,830 for, 19,288,870 withheld, per its Form 8-K filed May 6, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the 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 II directors to serve for a three…”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 119 asset managers below reported 34,917,093 for, 3,725,112 withheld, 1 abstained.

Showing the 25 largest of 119 asset managers. See all 119 in the interactive database.

Description as filed by funds: Election of Class II Director Nominees: Gregory Sullivan

CARVANA CO.’s own tally for this item (“Elect Director: Gregory Sullivan”): 809,465,368 for, 24,720,333 withheld, per its Form 8-K filed May 6, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the 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 II directors to serve for a three…”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 119 asset managers below reported 32,440,847 for, 6,201,357 withheld, 1 abstained.

Showing the 25 largest of 119 asset managers. See all 119 in the interactive database.

Description as filed by funds: To approve an amendment to Carvana's amended and restated certificate of incorporation to provide for the exculpation of certain officers as permitted by Delaware law;

CARVANA CO.’s own tally for this item (“4. Approval of an amendment to the Company's amended and restated certificate of incorporation to provide for the exculpation of certain officers as permitted by Delaware law”): 809,274,812 for, 24,884,743 against — passed, per its Form 8-K filed May 6, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Item 4: Approval of an amendment to the Company's amended and restated certificate of incorporation to provide for the exculpation of certain officers as permitted by Delaware law The Company's stockholders approved the amendment to the Company's amended and restated certificate of incorporation to…”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 119 asset managers below reported 32,442,746 for, 6,199,150 against, 310 abstained.

Showing the 25 largest of 119 asset managers. See all 119 in the interactive database.

Description as filed by funds: To consider the approval, by an advisory vote, of the compensation of our named executive officers as disclosed in the Proxy Statement ("say-on-pay").

CARVANA CO.’s own tally for this item (“2. Approval, by an advisory vote, of the compensation of the Company's named executive officers (i.e., "say-on-pay")”): 830,398,626 for, 3,754,409 against — passed, per its Form 8-K filed May 6, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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.”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 116 managers: 38,199,184 for, 406,073 against, 310 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 458 managers: 79,440,396 for, 3,122,504 against, 13,757 abstained, 1,259 not voted, 47,135 1 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To recommend, by an advisory vote, the frequency of future advisory votes on the compensation of our named executive officers ("say-on-pay frequency").

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 107 managers: 8,516 for, 310 abstained, 38,270,214 1 year, 302,844 3 year, 0 unknown, 0 2 year. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 416 managers: 603,586 for, 15,606 abstained, 1,259 not voted, 74,690,880 1 year, 146,739 3 year, 3,870 2 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To ratify the appointment of Grant Thornton LLP as Carvana's independent registered public accounting firm for the year ending December 31, 2025;

CARVANA CO.’s own tally for this 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, 2025”): 849,337,609 for, 200,639 against — passed, per its Form 8-K filed May 6, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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, 2025 The Company's stockholders ratified the appointment of Grant Thornton LLP as the Company's independent auditor for the year ending Decem…”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 120 asset managers below reported 38,611,779 for, 30,128 against, 310 abstained.

Showing the 25 largest of 120 asset managers. See all 120 in the interactive database.

Description as filed by funds: To vote upon a stockholder proposal regarding simple majority voting;

CARVANA CO.’s own tally for this item (“6. Vote upon a stockholder proposal regarding simple majority voting”): 39,706,607 for, 794,437,464 against — failed, per its Form 8-K filed May 6, 2025 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “Item 6: Vote upon a stockholder proposal regarding simple majority voting The Company's stockholders did not approve the stockholder proposal regarding simple majority voting.”
Support: 5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 119 asset managers below reported 15,773,480 for, 22,868,416 against, 310 abstained.

Showing the 25 largest of 119 asset managers. See all 119 in the interactive database.