Not independent
Tenure on this board
8.2 yrs
Meeting calendar
CAR · Annual meeting · Wednesday, May 20, 2026
Avis Budget Group Inc
6 nominees · 4 ballot items.
Four proposals: (1) Election of six directors for one-year terms; (2) Ratification of Deloitte & Touche LLP as independent auditors for fiscal 2026; (3) Advisory (non-binding) approval of the compensation of the Company’s named executive officers (Say-on-Pay); and (4) a shareholder proposal by John Chevedden requesting replacement of supermajority voting standards with majority voting and adjournment to seek additional votes.
Market cap
$5.7B
1Y TSR
-13.2%
Board grade
C+
Record date
Mar 25, 2026
Filing
DEF 14A
Meeting concluded · May 20, 2026
Follow how the vote landed and what changed on Avis Budget Group Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot4
- 1
Election of Directors
ManagementBoard: FORElection of six director nominees (Jagdeep Pahwa, Anu Hariharan, Bernardo Hees, Lynn Krominga, Glenn Lurie and Karthik Sarma) to serve one-year terms expiring in 2027.
- 2
Ratification of Appointment of Auditors
ManagementBoard: FORRatification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
- 3
Advisory Approval of Executive Compensation
ManagementBoard: FORNon-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
More detail
This is an annual, non-binding advisory vote (Say-on-Pay) asking shareholders to approve the Company’s disclosed executive compensation program as described in the Compensation Discussion & Analysis and compensation tables. Management is seeking shareholder approval to validate its pay-for-performance design, which includes annual cash incentives tied to Adjusted EBITDA and individual scorecards, long-term PSUs and RSUs tied to multi-year Adjusted EBITDA goals, stock ownership guidelines, and governance features such as clawback and anti-hedging policies. The Company highlights recent pay decisions in the context of a 2025 CEO and CFO transition, the use of performance-based awards, and adjustments to incentive outcomes tied to actual financial results (e.g., below-target payouts under the 2025 AIP and forfeiture of certain PSUs that did not meet thresholds). The Board recommends FOR the proposal and frames the vote as advisory, noting it will consider shareholder feedback in future decisions but is not bound to change compensation mechanics. The Board also emphasizes compensation controls and governance practices (independent compensation consultant, recoupment policy, ownership requirements) to argue alignment with shareholder interests. Given the Company’s recent shareholder support on Say-on-Pay and the Committee’s review of peer and survey data, management presents this vote as confirmation that the mix of short- and long-term incentives and the implemented governance mitigants align management and shareholder interests. Investors should view this vote in light of the company-specific context including temporary impairments and strategic shifts (e.g., EV fleet useful-life adjustments) that affected reported results and incentive payouts in 2025. While advisory, the vote serves as the primary mechanism for shareholders to signal approval or concern regarding executive pay programs and may influence Committee deliberations and plan design going forward.
- 4
Shareholder Proposal Regarding Governance by Majority Voting and Meeting Adjournment
Shareholder — John CheveddenBoard: AGAINSTShareholder proposal (proponent: John Chevedden) requesting that the Company replace any voting standard that requires greater than a simple majority with a majority-of-votes-cast standard and that the Company adjourn its annual meeting to solicit additional votes if a prior similar proposal failed to obtain the required 80% approval.
Director elections
Nominees on the ballot6
Independent
Tenure on this board
4.5 yrs
Not independent
Tenure on this board
6.4 yrs
Also a director at
Krispy Kreme Inc (DNUT)
Independent
Tenure on this board
19.7 yrs
Independent
Tenure on this board
8.2 yrs
Independent
Tenure on this board
6.2 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SRS Investment Management, LLC | 49.3% | 17,430,882 | $2.5B |
| 2 | Pentwater Capital Management LPActivist | 20.0% | 7,048,300 | $1.0B |
| 3 | UBS Group AG | 7.5% | 2,661,131 | $388M |
| 4 | MORGAN STANLEY | 5.5% | 1,929,699 | $281M |
| 5 | HSBC HOLDINGS PLC | 4.8% | 1,700,000 | $241M |
| 6 | UBS Group AG | 4.8% | 1,690,861 | $247M |
| 7 | ING GROEP NV | 3.5% | 1,225,000 | $179M |
| 8 | BlackRock, Inc. | 2.8% | 979,134 | $143M |
| 9 | NATIONAL BANK OF CANADA /FI/ | 2.4% | 839,187 | $122M |
| 10 | BANK OF AMERICA CORP /DE/ | 2.2% | 777,985 | $113M |
Peers
Nearest market capOther Industrials sector meetings6
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Reference
Frequently asked questions
- When is the Avis Budget Group Inc 2026 annual meeting?
- Avis Budget Group Inc (CAR) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.
- What is the record date for the Avis Budget Group Inc 2026 meeting?
- The record date for the Avis Budget Group Inc 2026 meeting is Wednesday, March 25, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Avis Budget Group Inc's 2026 meeting?
- The board is presenting 6 director nominees at the Avis Budget Group Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Avis Budget Group Inc 2026 meeting?
- Shareholders will vote on 4 proposals at the Avis Budget Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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