ACV Auctions Inc.

8-K · acva-20260527.htm iXBRL

0001637873 2026-05-27 2026-05-27

 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 27, 2026
 Date of Report (date of earliest event reported)
 ___________________________________
 ACV Auctions Inc.
 (Exact name of registrant as specified in its charter)
 ___________________________________

 Delaware
 001-40256
 47-2415221

 (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

 Common Stock, par value $.001 per share
 ACVA
 New York Stock Exchange

 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 27, 2026, 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 16, 2026.

 Proposal 1 – Election of Directors

 Brian Hirsch and Eileen Kamerick were each elected to serve as a Class II director of the Company’s Board of Directors until the 2029 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

 Brian Hirsch
 119,948,565
 0
 3,504,783
 25,584,102

 Eileen Kamerick
 74,632,549
 0
 48,820,798
 25,584,102

 Proposal 2 – Approval of Executive Compensation

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

 Votes For
 Votes Against
 Votes Withheld
 Broker Non-Votes

 107,042,519
 13,646,539
 2,764,290
 25,584,102

 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, 2026. The voting results were as follows:

 Votes For
 Votes Against
 Votes Withheld
 Broker Non-Votes

 146,535,078
 741,269
 1,761,103
 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 2, 2026
 By:
 /s/ Leanne Fitzgerald

 Leanne Fitzgerald

 Chief Legal Officer