Avis Budget Group, Inc. (CAR)
NASDAQ: CAR · Real-Time Price · USD
182.75
+1.60 (0.88%)
Apr 30, 2026, 2:05 PM EDT - Market open
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AGM 2025

May 14, 2025

Operator

Good morning, everyone, and welcome to the 2025 Annual Meeting of Avis Budget Group. This morning, there will be time for questions following the official business portion of the meeting. Shareholders who have entered a valid control number issued by Broadridge Financial Solutions may submit questions at any time during the meeting via the Ask a Question section on the left side of the meeting page. Now, it is my pleasure to introduce Joseph A. Ferraro, President and Chief Executive Officer of Avis Budget Group. Mr. Ferraro, I turn the meeting over to you.

Joe Ferraro
President and CEO, Avis Budget Group

Thank you, and good morning. I am Joe Ferraro, President and Chief Executive Officer of Avis Budget Group. It's my pleasure to welcome you to the 2025 annual meeting of stockholders. I would like to start by thanking the members of our Board of Directors, many of whom are attending this webcast today. We're fortunate to have a talented and dedicated board member, each of whom is an exemplary leader with unwavering commitment to the enduring success and strength of our company. Also present today are members of our senior leadership team, including Izzy Martins, our Executive Vice President and Chief Financial Officer, and a representative from Deloitte & Touche, the company's independent auditors. I would also like to thank the Avis Budget shareholders who are in attendance today.

We appreciate the trust and loyalty you have placed in our company over the years, and on behalf of the board and the entire Avis Budget Group team, I want to thank you for your continued commitment and investment in our company. I'd also like to give very special thanks and recognition to all the employees of Avis Budget Group, our global workforce who are committed, focused, and dedicated, and integral to our continued success. Before we begin the formal portion of the meeting, let me call your attention to the agenda and rules of conduct that have been posted. After we complete the formal business portion of the meeting, there will be a general question-and-answer period for appropriate questions related to the company's business.

If you are a shareholder who's attending the meeting and logged in with a valid control number, you may ask a question via the Ask Questions section on the left side of the meeting page. Please select the topic of your question from the drop-down menu, type your question in the question box, and click Submit. I would now like to call this meeting to order and introduce Jean Serra, the company's Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary, and call upon her to give her report.

Jean Serra
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, Avis Budget Group

Thank you, and welcome, shareholders. In order to conduct the formal business of the meeting, it is necessary to establish that notice of the meeting was duly and properly mailed and that a quorum is present. We have received an affidavit of mailing signed by Broadridge that the notice of this meeting, along with the related proxy materials, was mailed commencing on March 27, 2025, to our company's shareholders of record as of the close of business on March 20, 2025. A list of shareholders as of the record date has been available for inspection by shareholders at our principal executive office for the 10 days preceding the meeting. Based on the affidavit from Broadridge, this meeting is duly called with timely and proper notice. Based on the information provided by Broadridge, a quorum of shareholders is present to conduct our meeting today.

The company has appointed Jim Raitt of American Election Services as the Inspector of Election for this meeting to tabulate the votes. Mr. Ferraro will now conduct the formal business of the meeting.

Joe Ferraro
President and CEO, Avis Budget Group

There are nine proposals on the agenda to be voted on today, including the election of six directors as nominated by the board, a proposal to ratify the appointment of Deloitte & Touche LLP as the company's registered public accounting firm for fiscal year 2025, a proposal to approve on an advisory basis the compensation of our named executive officers, and six proposals to approve six distinct amendments to the company's amended and restated certificate of incorporation referenced hereafter in our charter. The full list of proposals appears in the notice, proxy statement, and agenda for this meeting, each of which is accessible via the meeting platform. The board recommends a vote for all director nominees and all eight other proposals. We will now pause so that votes can be recorded by any shareholders who have logged in with a valid control number.

If you previously voted by proxy and do not want to change your vote, your vote has been recorded, and you do not need to vote today. The polls for voting at our 2025 annual meeting are now closed. I will ask the Secretary to please provide the results of the voting.

Jean Serra
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, Avis Budget Group

Thank you. I can now report that all six director nominees have been elected for a one-year term expiring in 2026, and until his or her successor is duly elected and qualified, or until his or her earlier resignation. Proposal two, the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal year 2025, has been approved. Proposal three, the compensation of our named executive officers has been approved by an advisory vote. With respect to proposals four through nine, each to approve certain amendments to our charter. Proposal four, the amendment to remove the supermajority vote requirement to make certain amendments to the charter was not approved. Proposal five, the amendment to revise the vote requirement for certain by-law amendments was not approved. Proposal six, the amendment to revise the vote requirement for the removal of directors has been approved.

Proposal seven, the amendment to revise the approval requirements related to certain business combinations and transactions involving interested shareholders, including removal of the supermajority vote requirement, was not approved. Proposal eight, the amendment to allocate voting privileges over amendments solely affecting holders of preferred stock, has been approved. Proposal nine, the amendment to provide for officer explication as permitted by Delaware law and to make certain housekeeping amendments to the charter, has been approved. Proposals four, five, and seven, which relate to the elimination of the supermajority vote requirements from our charter, were not approved. Each of these amendments required the approval of 80% of our outstanding shares in order to pass, which is a high threshold. The final voting results will be reported on a Form 8-K to be filed with the Securities and Exchange Commission within four business days.

With the conclusion of the official business, the meeting is now adjourned. Mr. Ferraro will now conduct a question-and-answer session. During these remarks, the company may make statements about its future results and expectations, which constitute forward-looking statements within the meaning of the securities laws. Such statements involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. The company may also share certain supplemental financial measures not prepared in accordance with GAAP. Each of these non-GAAP measures is defined and reconciled in our filings made with the U.S. Securities and Exchange Commission and are available on our website.

Joe Ferraro
President and CEO, Avis Budget Group

Okay, it appears there are no questions. On behalf of the Board of Directors and our leadership team, I would like to thank all of you for taking the time to participate in our 2025 Annual Meeting of Shareholders. This concludes our meeting.

Operator

The 2025 Annual Meeting of Avis Budget Group has been concluded. You may now disconnect your lines.

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