Vroom (VRMMQ) 8-KDeparture of Directors or Certain Officers

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

Date of report (Date of earliest event reported): June 13, 2024

VROOM, INC.

(Exact name of registrant as specified in its charter)

3600 W Sam Houston Pkwy S, Floor 4
Houston, Texas 77042

(Address of principal executive offices) (Zip Code)

(518) 535-9125

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

On June 13, 2024, Vroom, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Vroom, Inc. 2020 Incentive Award Plan (the “2020 Plan”) to (i) increase the number of shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) authorized for issuance under the 2020 Plan by 350,000 shares and (ii) correspondingly increase by 350,000 shares the limit on the number of shares that can be issued under the 2020 Plan pursuant to the exercise of “incentive stock options.”

For a description of the material terms of the Amendment to the 2020 Plan, see “Summary of the 2020 Plan as Amended by the Amendment” under “Proposal Four - Approval of the Amended 2020 Incentive Award Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2024 (the “Proxy Statement”), which description is incorporated herein by reference. The descriptions of the Amendment to the 2020 Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the Amended 2020 Plan, a copy of which is filed hereto as Exhibit 10.1.

As noted above, the Company’s Annual Meeting was held on June 13, 2024. A total of 904,628 shares of the Company’s Common Stock, were present in person or represented by proxy at the Annual Meeting, representing approximately 50.37 percent of the Company’s outstanding Common Stock as of the April 19, 2024 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Proxy Statement.

Item 1 — Election of seven directors for a term of office ending at the annual meeting of stockholders to be held in 2025.

Item 2 — Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

Item 4 — Approval of the Amended 2020 Incentive Award Plan.

Item 5 — Election of Robert. R. Krakowiak as a director for a term of office ending at the annual meeting of stockholders to be held in 2025.

Based on the foregoing votes, the director nominees listed under Items 1 and 5 were elected and Items 2, 3 and 4 were approved.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

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.