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ACV Auctions Inc

For the period ended May 29, 2024. Filed Apr 17, 2024.

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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 29, 2024 · Filed Apr 17, 2024

ACVA$10.500.0%Stored close · as of Oct 15, 2026
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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

ACV AUCTIONS 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.
ACV AUCTIONS2024 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Fellow Stockholders,

On behalf of the Board of Directors, it is our pleasure to invite you to the Annual Meeting of Stockholders of ACV Auctions Inc. on May 29, 2024 at 4:00 p.m., Eastern Time. The Annual Meeting will be held in a virtual-only meeting format, via live webcast. Registration to attend the Annual Meeting is available at www.proxydocs.com/ACVA. The Notice of Annual Meeting of Stockholders and the Proxy Statement contain details of the business to be conducted during the Annual Meeting.

In 2023, the ACV team continued to execute on our mission to digitally transform the automotive industry, resulting in strong financial performance and continued market share gains, while delivering best-in-class services to our dealer and commercial partners. We also continued to invest in our ACV team, enabling us to expand our nationwide marketplace, and further enhance ACV’s differentiated data and technology moat. All of this was accomplished during another year of challenging market dynamics in the automotive industry.

Highlights from 2023 included:

•Grew revenue 14% year over year, despite an estimated 7% contraction in the dealer wholesale market
•Sold approximately $9 billion of GMV on our digital marketplace
•Expanded our marketplace to over 28,000 market participants
•Reduced our GAAP net losses and Adjusted EBITDA losses by approximately 26% and 70% year-over-year, respectively, as we continued to execute on our path to profitability
•Delivered our second consecutive record year of performing over one million vehicle inspections
•Expanded our total addressable market with the launch of ACV’s consumer-sourcing solution, ClearCar, and by building the foundation for our commercial wholesale strategy

Looking forward, we remain excited about the tremendous opportunity for ACV to address a large and complex industry that is still very early in its adoption of digital solutions. By executing on this opportunity, we expect to deliver significant shareholder value over time. Our strategy to deliver on ACV’s vision remains underpinned by three key pillars: Growth, Innovation and Scale.

We drive Growthby transforming the automotive market with the leading data-driven platform, creating the most trusted and efficient marketplace in the industry. Our Innovation engine delivers technology that extends ACV’s competitive moat and creates additional growth vectors in adjacent markets with an expanding suite of products and data services. Our proven business model delivers growth at Scale with attractive unit economics and long-term operating leverage.

ACV’s success would not be possible without the dedicated hard work and creativity of our people, the strategic relationships we’re building with our dealer and commercial partners, and the support and encouragement from our stockholders.

Our “people first” mindset drives everything we do, including how we recruit, develop and retain world class talent, and how we work together as “teammates.” Our dealer and commercial partners are more than just our customers; they collaborate with us and provide invaluable input to our platform. Our team is trained to build long-term relationships, and our approach is centered around a mantra of “calm persistence” as a means for all team members to stay focused on the long game.

Lastly, we remain true to our beliefs. We will continue to deliver on our mission to bring transparency, trust and efficiency to the markets we serve. We will continue to keep the needs of our dealer and commercial partners at the center of our decision-making. We will continue to pursue growth, which includes our investment in training, tools, technology and our product roadmap. We will continue to innovate and expand the breadth of our marketplace into adjacent markets, and expand our data-driven offerings, both organically and through targeted acquisitions. We will continue to invest in our people and culture.

Thank you for joining us on our journey.

GEORGE CHAMOUN Chief Executive Officer

April 17, 2024

ACV AUCTIONS2024 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

DATE:Wednesday, May 29, 2024
TIME:4:00 P.M. (Eastern Daylight Time)
LOCATION:Register at www.proxydocs.com/ACVA

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of ACV Auctions Inc. (the “Company”) on Wednesday, May 29, 2024 at 4:00 p.m., Eastern Time. The Annual Meeting will be held in a virtual-only meeting format, via live webcast available atwww.proxydocs.com/ACVA.

The Annual Meeting will be held for the following purposes:

•Elect the three Class III directors named in this Proxy Statement: Kirsten Castillo, René F. Jones, Brian Radecki,
•Approve, on a non-binding, advisory basis, the compensation of our named executive officers,
•Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, and
•Transact such other business as may properly come before the Annual Meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

We encourage you to attend the Annual Meeting online. The live webcast will provide you with the ability to participate in the Annual Meeting, vote your shares, and ask questions. In order to do so, you must register prior to the start of the meeting atwww.proxydocs.com/ACVA. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the Annual Meeting and will permit you to submit questions.

The record date for the Annual Meeting is April 3, 2024. Please note that only stockholders of record at the close of business on that date are entitled to receive notice of, and to vote at, the Annual Meeting.

Please refer to the “Voting Information” section of the accompanying proxy statement for additional details.

By Order of the Board of Directors

LEANNE FITZGERALD Chief Legal Officer and Secretary Buffalo, New York April 17, 2024

Whether or not you expect to attend the Annual Meeting, please vote by telephone or through the internet, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card and included in the accompanying Proxy Statement.

ACV AUCTIONS2024 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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