AVIS BUDGET GROUP, INC.
For the period ended May 20, 2026. Filed Apr 2, 2026.
View on SEC.govAbout this filing
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 20, 2026 · Filed Apr 2, 2026
Contents
2026 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 20, 2026 at 11:00 a.m. Eastern Time |
| • | Record Date | March 25, 2026 |
| • | Format | Virtual |
These materials were first sent or made available to shareholders on April 2, 2026. The Company’s principal executive offices are located at 379 Interpace Parkway, Parsippany, NJ 07054.
Voting Matters and Voting Recommendations
This proxy statement describes four proposals for your vote.
| Voting Matters | Proposal No. | Our Board’s Voting Recommendation |
|---|---|---|
| Proposal 1 – Election of Directors (page 7) | 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 – Shareholder Proposal Regarding Governance by Majority Voting and Meeting Adjournment (page 50) | 4 | AGAINST |
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 2025 attended at least 75% of Board and Committee meetings held in 2025 |
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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 2025, which resulted in revenue of approximately $11.7 billion. For 2025, net loss was $995 million and Adjusted EBITDA (as defined and reconciled in the “Compensation Discussion & Analysis” section below (the “CD&A”)) was $748 million. During the fourth quarter of 2025, we reviewed our fleet strategy specific to certain United States electric vehicle (“EV”) rental car vehicles and as a result, we shortened the useful life associated with such vehicles. Our net loss reflects $518 million in long-lived asset impairment and other related charges, which was recorded to reduce the carrying value of certain United States EV rental car vehicles to their fair value in connection with this change. Our closing stock price at the end of 2025 was $128.32 resulting in total shareholder return (“TSR”) of 59% for the year and five-year TSR of 271%.
As described further in the CD&A, compensation paid to our named executive officers (“NEOs”) for 2025 generally was higher compared to 2024, primarily due to payouts under the annual cash incentive program, at below-target amounts, aligned with the Company’s financial performance, together with the grant of additional performance-based equity awards for 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.