Ladies and gentlemen, good afternoon, and welcome to the 2024 Annual Meeting of Stockholders for Vroom, Inc. I will now turn the line over to Robert Mylod Jr. Mr. Mylod? Thank you. Good afternoon. I'm Robert Mylod, the independent executive chair of the board of directors of Vroom and chair of its Audit Committee. I'll be serving as the chair of today's meeting. I'm very happy to welcome you to the 2024 annual meeting of stockholders. Before I call the meeting to order, I'd like to introduce you to the other members of the board and the officers of the company who are with us today. The other members of the board in attendance are Timothy Crow, Michael Farello, chair of the Compensation Committee, Robert Krakowiak, vice chair of the board, Laura Lang, Laura O'Shaughnessy, chair of the Nominating and Corporate Governance Committee, Paula Pretlow, and Tom Shortt, our Chief Executive Officer. In addition, participating today are Agnieszka Zakowicz, our chief financial officer, and Patricia Moran, our chief legal officer and secretary. I would also like to introduce Nathan Barnes of RSM US LLP, the company's independent auditor, and Erin Laber of PricewaterhouseCoopers LLP, the company's previous independent auditor, each of whom will have the opportunity to make a statement and who will be available to respond to appropriate questions during the question and answer portion of the meeting. The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in the notice of the annual meeting and proxy statement. The polls opened today, June 13, 2024, at 3:00 P.M. Eastern Time, for voting on all matters before the meeting. If you have not already voted and wish to vote, the polls will remain open until we've finished presenting the proposals and close the polls. You do not need to vote during the meeting if you have already voted and do not wish to change your vote. On the virtual meeting webpage, you will find the agenda for the meeting. You will also find the rules of conduct for today's meeting. Please review these rules carefully. Note that only stockholders who are logged into the meeting using their 16-digit control number will be able to vote and submit questions at today's meeting. Our corporate secretary will file the proof of mailing of notice of the meeting with the records of the meeting. All stockholders of record at the close of business on April 19, 2024, or holders of a valid proxy, are entitled to vote at the meeting. A complete list of the holders of record of the outstanding shares of the company's common stock on the record date for the meeting is available on your screen if you have logged into the meeting using your 16-digit control number. At this time, I'd like to introduce Lew Larson, a representative of Broadridge Financial Solutions. The board of directors has appointed a representative of Broadridge to act as Inspector of Election at today's meeting. Lew Larson has signed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. I have been informed that a quorum is present. Therefore, I hereby declare this meeting to be fully duly constituted for the transaction of business. We will now proceed with the formal business of this meeting. There are five proposals to be considered by the stockholders at this meeting. The company recommends that the stockholders vote for each of the nominees in Proposal One, for Proposal Two, for Proposal Three, for Proposal Four, and for the nominee in Proposal Five. The first item of business is the election of each of Robert Mylod, Timothy Crow, Michael Farello, Laura Lang, Laura O’Shaughnessy, Paula Pretlow, and Thomas Shortt as directors of the company for a term of office expiring at the annual meeting of stockholders to be held in 2025. The second item of business is the ratification of the Audit Committee's appointment of RSM US LLP as the independent registered public accounting firm of the company for the year ended December 31, 2024. The third item of business is the approval of the following resolution. Resolved, that the company's stockholders hereby approve, on an advisory, non-binding basis, the compensation of the company's named executive officers, as disclosed in the company's proxy statement for the 2024 annual meeting of stockholders pursuant to the compensation disclosure rules of the SEC, including the section titled Executive Compensation, the 2023 Summary Compensation Table, and the other related tables and disclosures. The fourth item of business is the approval of the amended 2020 Incentive Award Plan, as fully described in the company's proxy statement filed with the SEC on April 29, 2024. The fifth and final item of business is the election of Robert Krakowiak as a director of the company for a term of office expiring at the annual meeting of stockholders to be held in 2025. If you wish to vote, and you haven't already done so, please vote now by clicking on the voting button on the web portal and following the instructions. You do not need to vote electronically if you have already sent in your signed proxy or if you have voted by telephone or internet. We will pause for approximately 30 seconds before closing the voting polls. The time is now 3:06 P.M. on June 13, 2024, and the polls are now closed for voting. I have received the preliminary report of Inspector of Election to be kept with the company's records of the annual meeting. Based on this preliminary report of the Inspector of Elections, each of Robert Mylod, Timothy Crow, Michael Farello, Laura Lang, Laura O'Shaughnessy, Paula Pretlow, and Thomas Shortt have been elected as directors. two, the appointment of RSM US LLP as the company's independent registered public accounting firm for the year ending December 31, 2024, has been ratified. three, the resolution to approve on an advisory, non-binding basis, the compensation of our named executive officers has been approved. Four, the amended 2020 incentive award plan has been approved. And five, Robert Krakowiak has been elected as a director. The final tally of the votes will be published within four business days in a current report on Form 8-K, to be filed with the Securities and Exchange Commission. The meeting is now adjourned. I will return the line over to our Chief Executive Officer, Tom Shortt, for questions and answers. Thank you very much, Bob. Agnieszka Zakowicz, our CFO, and I are now available to answer any questions. In addition, Mr. Barnes and Ms. Laber are available to answer any questions for our auditors. Please note that we will only be answering questions that are within the parameters of the rules of conduct, and only stockholders who have logged into the meeting using their 16-digit control number are able to submit a question through the question area of the web portal. Ms. Moran, are there any questions that have been submitted? No, there are no questions. Please proceed with your closing remarks. This concludes our annual meeting. I want to thank you for attending and for your continued support of Vroom. Ladies and gentlemen, this concludes today's meeting, and we thank you for your participation. You may now disconnect.
Loading workspace