AVIS BUDGET GROUP, INC.
For the period ended May 14, 2025. Filed Mar 27, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2025 · Filed Mar 27, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Avis Budget Group, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
March 27, 2025
Dear Fellow Shareholder:
It is our pleasure to invite you to attend the Annual Meeting of Shareholders of Avis Budget Group, Inc., which will be held virtually on May 14, 2025, at 9:00 a.m. Eastern Time.
This year we are proposing changes to our certificate of incorporation. As part of the Board of Directors’ annual review process, the Board of Directors reviewed the Company’s corporate governance documents with the aim of ensuring that they reflect market practice and the right balance of shareholder rights. As a result, the Board of Directors has recommended several updates to our certificate of incorporation to remove supermajority voting provisions and modernize our certificate of incorporation. Please refer to Proposals 4 - 9 in this Proxy Statement for important additional information about these proposals.
This booklet includes the Notice of Annual Meeting and the Proxy Statement. The Proxy Statement describes the business to be conducted at the Annual Meeting and provides other information concerning our Company of which you should be aware when you vote your shares.
On behalf of the Board of Directors and the employees of Avis Budget Group, Inc., we would like to thank you for being a shareholder and express our appreciation for your ongoing support of our Company.
Sincerely,
Joseph A. Ferraro
President and Chief Executive Officer
Jagdeep Pahwa
Executive Chairman of the Board
Notice of 2025 Annual Meeting of Shareholders
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the “Meeting”) of Avis Budget Group, Inc. (the “Company”) will be held online on May 14, 2025, at 9:00 a.m. Eastern Time, to consider and vote upon the following matters:
| 1. | The election as directors of the six nominees named in the accompanying proxy statement for a one-year term expiring in 2026 and until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. |
| 2. | The ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2025. |
| 3. | Advisory approval of the compensation of our named executive officers. |
| 4. | To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to remove the supermajority vote requirement to make certain amendments to the Charter. |
| 5. | To approve an amendment to the Company’s Charter to revise the vote requirements for certain By-law amendments. |
| 6. | To approve an amendment to the Company’s Charter to revise the vote requirement for removal of directors. |
| 7. | To approve an amendment to the Company’s Charter to revise the approval requirements related to certain business combinations and transactions involving interested shareholders, including removal of the supermajority vote required. |
| 8. | To approve an amendment to the Company’s Charter to allocate the voting privileges over Charter amendments solely affecting holders of preferred stock. |
| 9. | To approve an amendment to the Company’s Charter to provide for officer exculpation as permitted by Delaware law and to make certain housekeeping amendments. |
| 10. | Such other business as may properly come before the Meeting or any adjournment or postponement thereof. |
This year’s Meeting will be held virtually. You will be not be able to attend the Meeting physically in person. We have designed the format of the Meeting to provide shareholders the same ability to participate that they would have at an in-person meeting. Shareholders will be able to listen to the webcast live, submit questions and vote during the online Meeting. You can attend the Meeting by accessingwww.virtualshareholdermeeting.com/CAR2025 and entering the 16-digit control number found on the proxy card or notice. No password is required. In the event of a technical malfunction or situation that makes it advisable to adjourn the Meeting, the chair will convene the meeting at 9:00 a.m. Eastern Time on May 14, 2025 at the Company’s principal business address solely for the purpose of adjourning the meeting to reconvene at a date, time and location announced by the meeting chair. If this happens, more information will be provided atwww.avisbudgetgroup.com.
The Board of Directors has fixed the close of business on March 20, 2025 as the record date for the Meeting. Only shareholders of record at that time are entitled to notice of, and to vote at, the Meeting and any adjournment or postponement thereof. A list of shareholders entitled to vote at the Meeting will be available for examination by any shareholder, for any purpose germane to the Meeting, for at least ten days prior to the Meeting during ordinary business hours at the Company’s principal executive offices, by e-mailing chairman@avisbudget.com.
Important Notice Regarding the Availability of Proxy Materialsfor the Shareholder Meeting to Be Held on May 14, 2025The Company’s Proxy Statement on Schedule 14A,form of proxy card and 2024 Annual Reportare available atwww.proxyvote.com
By Order of the Board of Directors
Jean M. Sera
Senior Vice President, General Counsel,
Chief Compliance Officer and Corporate Secretary
Dated: March 27, 2025
Proxy Statement
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