ACV Auctions Inc
For the period ended May 28, 2025. Filed Apr 17, 2025.
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May 28, 2025 · Filed Apr 17, 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 | ☒ |
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| 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 R
e
gistrant 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. |
April 17, 2025
On behalf of the Board of Directors, it is our pleasure to invite you to the Annual Meeting of Shareholders of ACV Auctions Inc. on May 28, 2025 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 Shareholders and the Proxy Statement contain details of the business to be conducted during the Annual Meeting.
In 2024, the ACV team continued to execute on our mission to transform the automotive industry, resulting in strong financial performance and market share gains, while delivering best-in-class services to our dealer and commercial partners. We also continue to invest in growing our ACV team to further expand our nationwide footprint and enhance ACV’s differentiated data and technology moat. All of this was accomplished during another year of challenging market dynamics in the automotive wholesale market.
In addition to the highlights shown below, in 2024 ACV:
| • | Expanded our marketplace to over 35,000 buyers and sellers |
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| • | Delivered our first year of positive Adjusted EBITDA and expanded Adjusted EBITDA margins |
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| • | Expanded our total addressable market by building the foundation for our commercial wholesale strategy |
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Looking forward, we remain excited about the tremendous opportunity for ACV to address a large and complex industry that is still 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 marketplaces 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 AI-enabled suite of products and data services. Our proven business model delivers growth at Scale with attractive unit economics and 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 Shareholders.
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 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.
| 32% | revenue growth yearover year |
| $9.5B | GMV sold on ourmarketplaces |
|---|---|
| 3M | vehicles sold sincelaunching ACV |
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
| DATE Wednesday, May 28, 2025 | TIME 4:00 P.M. (Eastern Daylight Time) | LOCATION Register at www.proxydocs.com/ACVA |
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Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of ACV Auctions Inc. (the “Company”) on Wednesday, May 28, 2025 at 4:00 p.m., Eastern Time. The Annual Meeting will be held in a virtual-only meeting format, via live webcast available at www.proxydocs.com/ACVA.
THE ANNUAL MEETING WILL BE HELD FOR THE FOLLOWING PURPOSES:
| • | Elect the two Class I directors named in this Proxy Statement: George Chamoun and Robert Goodman; |
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| • | Approve an amendment to our Amended and Restated Certificate of Incorporation to limit the liability of officers as permitted by Delaware law; |
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| • | Approve reclassification revisions to our Amended and Restated Certificate of Incorporation to account for the automatic conversion of all of our outstanding Class B common stock to Class A common stock effective as of December 31, 2024 and to reclassify each outstanding share of the Company’s Class A common stock into a share of the Company’s common stock; |
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| • | Approve, on a non-binding, advisory basis, the compensation of our named executive officers; |
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| • | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, and |
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| • | Transact such other business as may properly come before the Annual Meeting. |
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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 2, 2025. Please note that only shareholders 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, 2025 | 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. |
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| 2025 PROXY STATEMENT | i |
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