vrm-def14a_20210624.htm

DEF 14A 1 vrm-def14a_20210624.htm DEF 14A vrm-def14a_20210624.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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 under §240.14a‑12

VROOM, 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 the appropriate box):

☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a‑6(i)(1) and 0‑11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0‑11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:

(2)	Form, Schedule, or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 24, 2021

Dear Stockholders:

The Annual Meeting of Stockholders (the “Annual Meeting”) of Vroom, Inc., a Delaware corporation (the “Company”), will be held on Thursday, June 24, 2021, at 10:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/VRM2021 and entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials or any proxy card that you received, or on the materials provided by your bank or broker. The Annual Meeting will be held for the following purposes:


Proposals
1	The election of Robert J. Mylod, Jr., Scott A. Dahnke, Michael J. Farello, Paul J. Hennessy, Laura W. Lang, Laura G. O’Shaughnessy, Paula B. Pretlow and Frederick O. Terrell to our Board of Directors, each for a one-year term ending at the 2022 annual meeting of stockholders;
2	The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and
3	The approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of our named executive officers.

While all of the Company’s stockholders are invited to attend the virtual Annual Meeting, only holders of record of our outstanding shares of common stock at the close of business on April 26, 2021 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A complete list of these stockholders will be available for examination by any stockholder during the ten days prior to the Annual Meeting for a purpose germane to the meeting by sending an email to investors@vroom.com, stating the purpose of the request and providing proof of ownership of the Company’s common stock. This list of stockholders will also be available on the bottom panel of your screen during the meeting after entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials or any proxy card that you received, or on the materials provided by your bank or broker. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

Important Information for Holders of Common Stock

It is important that your shares be represented regardless of the number of shares you may hold as of the record date. Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope, which is addressed for your convenience and needs no postage if mailed in the United States. Note that, in light of possible disruptions in mail service related to the coronavirus outbreak, we encourage stockholders to submit their proxy via telephone or over the Internet. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option. The Company asks your cooperation in promptly submitting your proxy.

YOUR VOTE IS IMPORTANT

If you would like to attend the virtual Annual Meeting, please refer to the logistical information in the section titled “Questions and Answers About the 2021 Annual Meeting of Stockholders.”

By Order of the Board of Directors,

Patricia Moran

Chief Legal Officer and Secretary

April 29, 2021

TABLE OF CONTENTS

EXECUTIVE SUMMARY		5
Meeting Agenda Items		6
Director Nominees		6
Corporate Governance Highlights		7
PROPOSAL ONE—ELECTION OF DIRECTORS		8
Board Recommendation		8
Our Board of Directors		8
CORPORATE GOVERNANCE		12
Governance Overview		12
Board Composition		13
Director Independence		13
Director Candidates		13
Voting Agreement		14
Communications From Stockholders		14
Board Leadership Structure		14
Board’s Role in Risk Oversight		14
Code of Conduct		15
Anti-Hedging Policy		15
Executive Sessions		15
Attendance by Members of the Board of Directors at Meetings		15
Board Committees		15
Compensation Committee Interlocks and Insider Participation		17
SOCIAL RESPONSIBILITY		18
Culture of Service, Progress, Employees, Engagement and Development		18
Environmental Stewardship		21
PROPOSAL TWO—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		22
Board Recommendation		22
Principal Accountant Fees and Services		22
Pre-Approval Policies and Procedures		22
REPORT OF THE AUDIT COMMITTEE		23
PROPOSAL THREE—APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		24
Background		24
Board Recommendation		24

iii

EXECUTIVE COMPENSATION		25
Compensation Discussion and Analysis		25
Equity Compensation		29
Other Matters		31
Summary Compensation Table		32
Grants of Plan-Based Awards—Fiscal Year 2020		33
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table		33
Outstanding Equity Awards at Fiscal Year-End Table		35
Option Exercises and Stock Vested—Fiscal Year 2020		36
Summary of Potential Payments and Benefits—Termination Events		36
Summary of Potential Payments Upon Termination or Change in Control		37
DIRECTOR COMPENSATION		39
Director Compensation Table for Fiscal 2020		39
Equity Plans		40
Securities Authorized For Issuance under Equity Compensation Plans		41
COMPENSATION COMMITTEE REPORT		43
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		44
Delinquent Section 16 Reports		45
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		46
Equity Financings		46
Investors’ Rights Agreement		46
Right of First Refusal and Co-Sale Agreement		46

SEC Form DEF 14A filed by Vroom, Inc.