Acv Auctions Inc

1. 1

   Election of the two Class II Directors named in this Proxy Statement

   ManagementBoard: FOR

   Elect two Class II directors, Brian Hirsch and Eileen Kamerick, to serve three-year terms until the 2029 annual meeting.

2. 2

   Approval, on a non-binding, advisory basis, of the compensation of our named executive officers

   ManagementBoard: FOR

   A non-binding advisory 'say-on-pay' resolution asking shareholders to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the total compensation paid to ACV’s named executive officers as disclosed in the proxy statement (the “say-on-pay” vote). Management seeks this advisory approval to validate its executive pay design, which emphasizes a mix of base salary, performance-based annual bonuses (gated by Adjusted EBITDA and GAAP revenue) and long-term equity incentives (RSUs and PSUs tied to multi-year service and performance metrics such as a relative TSR metric for 2025 PSUs). The Board frames this vote as a signal of shareholder support for its compensation philosophy—market-competitive pay, pay-for-performance, and alignment of executives’ interests with long-term shareholder value—while noting prior shareholder feedback (approximately 81% support in 2025) informed recent changes such as introducing rTSR-based PSUs and executive stock ownership guidelines. Because the vote is advisory, it will not bind the Board or Compensation Committee, but the company states it will consider the outcome when making future compensation decisions. Key context includes that the company did not pay annual bonuses for 2025 because both GAAP revenue and Adjusted EBITDA thresholds (gating payments) were not met, and the structure of PSUs was updated to emphasize rTSR performance against the Russell 2000 over a two-year period with capped payouts. Supporters of the proposal would argue the program better aligns pay with shareholder returns through equity-based, performance-contingent awards and places a heavier emphasis on long-term incentives. Critics might view certain elements—such as large equity grant values for NEOs or multi-year performance hurdles tied to stock price or peer-relative metrics—as potentially disconnecting pay from operating performance or enabling windfalls if metrics are met despite mixed operating results; they may also emphasize the non-binding nature of the vote as limiting direct governance change. The Board’s recommendation to vote FOR is grounded in its view that the compensation program incentivizes long-term value creation, mitigates risk through balanced pay mix and governance controls (independent compensation consultant, clawback policy, no hedging/pledging), and responds to shareholder engagement. Given the advisory character, investors should interpret the result as a directional indicator of shareholder sentiment on pay design and expect the Board to incorporate feedback into future plan design and disclosures.

3. 3

   Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Acv Auctions Inc 2026 annual meeting?

Acv Auctions Inc (ACVA) holds its 2026 annual shareholder meeting on Wednesday, May 27, 2026.

What is the record date for the Acv Auctions Inc 2026 meeting?

The record date for the Acv Auctions Inc 2026 meeting is Wednesday, April 1, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Acv Auctions Inc's 2026 meeting?

The board is presenting 2 director nominees at the Acv Auctions Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Acv Auctions Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Acv Auctions Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.