0001637873FALSE00016378732024-05-292024-05-29

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 29, 2024
Date of Report (date of earliest event reported)
___________________________________
ACV Auctions Inc.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
001-4025647-2415221
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
640 ELLICOTT STREET #321
Buffalo, NY 14203
(Address of principal executive offices and zip code)
(800) 553-4070
(Registrant's telephone number, including area code)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A common stock, par value $.001 per shareACVANasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company    ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 29, 2024, ACV Auctions Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the three proposals set forth below. A more detailed description of each proposal is set forth in the Company’s proxy statement filed with the Securities and Exchange Commission on April 17, 2024.

Proposal 1 – Election of Directors

Kirsten Castillo, René F. Jones, and Brian Radecki were each elected to serve as a Class III director of the Company’s Board of Directors until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected or until his or her earlier resignation or removal. The voting results were as follows:

Nominee
Votes For
Votes Against
Votes Withheld
Broker Non-Votes
Kirsten Castillo
226,772,962
0
62,278,817
11,603,689
René F. Jones284,278,87903,926,58112,450,008
Brian Radecki286,645,02902,467,30511,543,134

Proposal 2 – Approval of Executive Compensation

The stockholders approved, on a non-binding, advisory basis, the compensation of our named executive officers. The voting results were as follows:

Votes For
Votes Against
Votes Withheld
Broker Non-Votes
287,806,171
1,217,191
88,972
11,543,134
Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of Ernst and Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The voting results were as follows:

Votes For
Votes Against
Votes Withheld
Broker Non-Votes
300,458,470
141,112
55,886
0




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ACV AUCTIONS INC.
Date
June 3, 2024
By:
/s/ Leanne Fitzgerald
Leanne Fitzgerald
Chief Legal Officer

v3.24.1.1.u2
Cover
May 29, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 29, 2024
Entity Registrant Name ACV Auctions Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40256
Entity Tax Identification Number 47-2415221
Entity Address, Address Line One 640 ELLICOTT STREET #321
Entity Address, City or Town Buffalo
Entity Address, State or Province NY
Entity Address, Postal Zip Code 14203
City Area Code 800
Local Phone Number 553-4070
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A common stock, par value $.001 per share
Trading Symbol ACVA
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001637873
Amendment Flag false
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