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
Contents
2025 Proxy Statement Summary
This summary highlights information contained elsewhere in this Proxy Statement, including under “Executive Compensation.” This summary does not contain all of the information that you should consider and you should read the entire Proxy Statement carefully before voting.
Annual Meeting of Shareholders
| • | Date and Time | May 14, 2025 at 9:00 a.m. Eastern Time |
| • | Record Date | March 20, 2025 |
| • | Format | Virtual |
These materials were first sent or made available to shareholders on March 27, 2025. The Company’s principal executive offices are located at 379 Interpace Parkway, Parsippany, NJ 07054.
Voting Matters and Voting Recommendations
This proxy statement describes nine proposals for your vote.
| Voting Matters | Proposal No. | Our Board’s Voting Recommendation |
|---|---|---|
| Proposal 1 – Election of Directors (page 8) | 1 | FOR ALL NOMINEES |
| Proposal 2 – Ratification of Appointment of Auditors (page 47) | 2 | FOR |
| Proposal 3 – Advisory Approval of the Compensation of our Named Executive Officers (page 49) | 3 | FOR |
| Proposal 4 – Approval of Charter Amendment to Remove the Supermajority Vote Requirement to Make Certain Amendments to the Charter (page 50) | 4 | FOR |
| Proposal 5 – Approval of Charter Amendment to Revise the Vote Requirements for Certain By-law Amendments (page 52) | 5 | FOR |
| Proposal 6 – Approval of Charter Amendment to Revise the Vote Requirement for Removal of Directors (page 54) | 6 | FOR |
| Proposal 7 – Approval of Charter Amendment to Revise the Approval Requirements Related to Certain Business Combinations and Transactions Involving Interested Shareholders (page 55) | 7 | FOR |
| Proposal 8 – Approval of Charter Amendment to Allocate the Voting Privileges Over Amendments Solely Affecting Holders of Preferred Stock (page 60) | 8 | FOR |
| Proposal 9 – Approval of Charter Amendment to Provide for Officer Exculpation as Permitted by Delaware Law and to Make Certain Housekeeping Amendments (page 62) | 9 | FOR |
Corporate Governance Highlights
| • | 2 of 6 (33%) of our directors are diverse by gender |
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| • | 4 of 6 (67%) of our directors are diverse by, ethnicity or race |
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| • | All members of our Compensation, Corporate Governance and Audit Committees are independent |
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| • | Annual election of all directors |
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| • | Majority voting (of votes cast) with a director resignation policy for directors in uncontested elections |
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| • | Robust executive and director stock ownership guidelines |
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| • | Each director nominee who served on the Board in 2024 attended at least 75% of Board and Committee meetings held in 2024 |
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| • | Policy requiring annual performance evaluation of the Board and its committees |
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Company Performance and Executive Compensation
We saw sustained demand for vehicle rentals in 2024, which resulted in revenue of approximately $11.8 billion. For 2024, net loss was $1.8 billion and Adjusted EBITDA (as defined and reconciled in the “Compensation Discussion & Analysis” section below (the “CD&A”)) was $628 million. During the fourth quarter of 2024, we changed our fleet strategy to accelerate certain fleet rotations in order to decrease the age of our fleet for competitive reasons, and accordingly, we shortened the useful life associated with such vehicles. Our net loss reflects $2.5 billion in long-lived asset impairment and other related charges, approximately $2.3 billion of which was recorded to reduce the carrying value of our rental fleet to its fair value in connection with this change.
In 2024, we returned capital to our shareholders through the repurchase of $45 million of the Company’s common stock, par value $0.01 per share (the “Common Stock”), resulting in the repurchase of approximately 550,000 shares. Our closing stock price at the end of 2024 was $80.61 resulting in negative total shareholder return (“TSR”) for the year; however, five-year TSR remained positive at 181%.
As described further in the CD&A, compensation paid to our named executive officers (“NEOs”) for 2024 was mostly lower compared to 2023, partly reflecting the fact that we did not pay annual cash incentive awards for 2024.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.