CARVANA CO.

The proposal requests that the Board adopt a lasting policy (and amend governing documents if necessary) to ensure the roles of Chair of the Board and Chief Executive Officer are held by two different people, and that the Chair be an independent director. It specifies that a lead director is not an adequate substitute for an independent Chair, allows for an interim non-independent Chair while the Board seeks an independent Chair, and contemplates phased implementation tied to contract renewals or transitions. The proponent cites concerns about Carvana’s governance (including board entrenchment, multi-year director terms, and perceived weak shareholder rights) as reasons for the change and argues an independent Chair would improve oversight, transparency and accountability. The submission asks shareholders to vote in favor of adopting this independent Board Chair policy.