Vroom, Inc. Announces Director Changes and Filings

TL;DR

Vroom's board is changing, new directors elected, and financials filed. Keep an eye on governance.

AI Summary

On June 13, 2024, Vroom, Inc. filed an 8-K report detailing several key events. The company announced the departure of Director Robert J. Mylod Jr. and the election of new directors, including Kevin T. West. Additionally, Vroom reported on the submission of matters to a vote of security holders and filed financial statements and exhibits.

Why It Matters

Changes in board composition and the filing of financial statements are crucial for investors to assess the company's governance and financial health.

Risk Assessment

Risk Level: medium — Director departures and elections can signal internal shifts or strategic changes that may impact the company's future performance.

Key Numbers

• 001-39315 — SEC File Number (Identifies Vroom's filings with the SEC.)
• 90-1112566 — IRS Employer Identification No. (Vroom's tax identification number.)

Key Players & Entities

• Vroom, Inc. (company) — Registrant
• Robert J. Mylod Jr. (person) — Departing Director
• Kevin T. West (person) — Newly Elected Director
• June 13, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share VRM The Nasdaq

Filing Documents

• vrm-20240613.htm (8-K) — 110KB
• vrm-ex10_1.htm (EX-10.1) — 244KB
• 0000950170-24-073703.txt ( ) — 516KB
• vrm-20240613.xsd (EX-101.SCH) — 26KB
• vrm-20240613_htm.xml (XML) — 5KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. On June 13, 2024, Vroom, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved an amendment (the "Amendment") to the Vroom, Inc. 2020 Incentive Award Plan (the "2020 Plan") to (i) increase the number of shares of the Company's common stock, $0.001 par value per share (the "Common Stock") authorized for issuance under the 2020 Plan by 350,000 shares and (ii) correspondingly increase by 350,000 shares the limit on the number of shares that can be issued under the 2020 Plan pursuant to the exercise of "incentive stock options." For a description of the material terms of the Amendment to the 2020 Plan, see "Summary of the 2020 Plan as Amended by the Amendment" under "Proposal Four - Approval of the Amended 2020 Incentive Award Plan" in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2024 (the "Proxy Statement"), which description is incorporated herein by reference. The descriptions of the Amendment to the 2020 Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the Amended 2020 Plan, a copy of which is filed hereto as Exhibit 10.1.

07

Item 5.07 Submission of Matters to a Vote of Security Holders. As noted above, the Company's Annual Meeting was held on June 13, 2024. A total of 904,628 shares of the Company's Common Stock, were present in person or represented by proxy at the Annual Meeting, representing approximately 50.37 percent of the Company's outstanding Common Stock as of the April 19, 2024 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Proxy Statement. Item 1 — Election of seven directors for a term of office ending at the annual meeting of stockholders to be held in 2025. Votes FOR Votes WITHHELD Broker Non-Votes Robert J. Mylod, Jr. 426,871 40,307 437,450 Timothy M. Crow 424,631 42,547 437,450 Michael J. Farello 424,742 42,436 437,450 Laura W. Lang 424,517 42,661 437,450 Laura G. O'Shaughnessy 413,496 53,682 437,450 Paula B. Pretlow 424,590 42,588 437,450 Thomas H. Shortt 425,170 42,008 437,450 Item 2 — Ratification of the appointment of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 883,621 11,859 9,148 0

— Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers

Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 389,314 70,876 6,988 437,450

— Approval of the Amended 2020 Incentive Award Plan

Item 4 — Approval of the Amended 2020 Incentive Award Plan. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 341,339 119,869 5,970 437,450 Item 5 — Election of Robert. R. Krakowiak as a director for a term of office ending at the annual meeting of stockholders to be held in 2025. Votes FOR Votes WITHHELD Broker Non-Votes 409,630 45,715 437,450 Based on the foregoing votes, the director nominees listed under Items 1 and 5 were elected and Items 2, 3 and 4 were approved.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Vroom, Inc. 2020 Incentive Award Plan, as amended and restated on June 13, 2023. 104 Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VROOM, INC. Date: June 14, 2024 By: /s/ Agnieszka Zakowicz Agnieszka Zakowicz Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR