As filed with the Securities and Exchange Commission on May 5, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CARVANA CO.
(Exact name of registrant as specified in its charter)
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| Delaware | | 81-4549921 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
300 E. Rio Salado Parkway
Tempe, Arizona | | 85281 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Carvana Co. 2017 Omnibus Incentive Plan
(Full Title of the Plan)
Ernest Garcia III
President, Chief Executive Officer and Chairman
300 E. Rio Salado Parkway
Tempe, Arizona 85281
Telephone: (602) 852-6604
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Robert M. Hayward, P.C.
Robert E. Goedert, P.C.
Michael P. Keeley
Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654
(312) 862-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | ☒ | Accelerated filer
| ☐ | |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |
| | 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 7(a)(2)(B) of the Securities Act. ¨ |
EXPLANATORY NOTE
Carvana Co. (the “Registrant”) is filing this Registration Statement on Form S-8 with the United States Securities and Exchange Commission (the “Commission”) to register up to 20,000,000 additional shares of the Registrant’s Class A common stock, par value $0.001 per share, reserved for issuance under the Carvana Co. 2017 Omnibus Incentive Plan (as amended on June 5, 2017, August 22, 2017, and May 1, 2023 the “Plan”) following an amendment to the Plan that was approved by the Registrant’s stockholders at its annual meeting on May 1, 2023. In accordance with General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement on Form S-8 (File No. 333-217520), filed by the Registrant with the Commission on April 28, 2017 and the Registration Statement on Form S-8 (File No. 333-269560), filed by the Registrant with the Commission on February 3, 2023.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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| Exhibit Number | | Description |
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* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tempe, State of Arizona, on May 5, 2023.
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| CARVANA CO. |
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| By: | /s/ Ernest C. Garcia, III |
| Name: | Ernest C. Garcia, III |
| Title: | President, Chief Executive Officer and Chairman |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul Breaux and Stephen Palmer and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 5, 2023.
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| Name | | Position |
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| /s/ Ernest C. Garcia, III | | President, Chief Executive Offer and Chairman |
| Ernest C. Garcia, III | | (Principal Executive Officer) |
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| /s/ Mark Jenkins | | Chief Financial Officer |
| Mark Jenkins | | (Principal Financial Officer) |
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| /s/ Stephen Palmer | | Vice President of Accounting and Finance |
| Stephen Palmer | | (Principal Accounting Officer) |
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| /s/ Dan Quayle | | Director |
| Dan Quayle | | |
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| /s/ Michael Maroone | | Director |
| Michael Maroone | | |
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| /s/ Neha Parikh | | Director |
| Neha Parikh | | |
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| /s/ Ira Platt | | Director |
| Ira Platt | | |
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| /s/ Greg Sullivan | | Director |
| Greg Sullivan | | |
