Table of Contents
Proxy — Carvana Co,
Annual Meeting of Stockholders
Tuesday, April 23, 2019, 8:00 a.m. Pacific Daylight Time This Proxy is Solicited on Behalf of the Board of Directors
The undersigned appoints Paul Breaux and Jonathan Allred (the “Named Proxies”) and each of them as prowies for the undersigned, with full power of substitution,
to vole (he shares of common stock of Carvana Co., a Delaware comporation (“the Gompany") the undersigned is entitled to vote at the Annual Meeting of Stockholders. of the Company to be held at the 3419 East University Drive, Phoenix, AZ 85004 on Tuesday, April 23 at 8:00 a.m. (PDT) and all adjournments thereof.
The purpose of the Annual Meeting is to fake action on the following:
1. to elect two nominees identified in the accompanying proxy stalament to serve as directors, as recommended by the Compensation and Nominating Committee of the board of directors of Garvana;
2. to rality the appointment of Grant Thomton LLP as Carvana's independent registered public accounting firm for the year ending Dacember 31, 2019;
3. to consider the approval, by an advisory vote, of Carvana’s executive compensation (i,2,, “say-on-pay” proposal)
4. to recommend, by an advisory vote, the frequency of future advisory votes on executive compensation (i.e., “say-on-pay frequency’)
5. lo transact other business as may properly come belore the meeting or any adjournment of tha meating.
The two directors up for re-election are: J. Danforth Quayle and Gregory Sullivan.
The Board of Directors of the Company recommends a vote “FOR all nominees for director, "FOR" proposals 2 and 3, and a vote of "1 Year for proposal 4.
This proxy, when properly executed, will be voted in the manner directed herein. I no direction is made, this proxy will be voted “FOR” all nominees for director. In their discretion, the Named Proxies are authorized to vote upon such other matters thal may properly come before the Annual Meeting or any adjournment or postponement thereof.
You are encouraged to specify your choice by marking the appropriate box
(SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named
Proxies cannot vote your shares unless you sign and return this card,
ak (Pepi adojawue ay) wy uoqeod si] yen! Wunjes pur Looped oy) Je Aympoues aqeredes astajg 4
To atland the maeting and vole your shares oO in person, please mark this box.
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