Business Context and Reporting Period
This Form 8-K is a current report filed by Carvana Co., an emerging growth company incorporated in Delaware. The report covers events occurring on July 28, 2018, with the filing date of July 31, 2018. The primary purpose of this filing is to disclose executive compensation arrangements under the Carvana Co. 2017 Omnibus Incentive Plan.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on equity-based compensation awards.
Material Changes and Executive Compensation
On July 28, 2018, the Compensation and Nominating Committee and the Board of Directors granted time-vested restricted stock units (RSUs) and time-vested option shares to executive officers. Key terms include:
- Option Exercise Price: $44.21 per share.
- Vesting Schedule: 25% on April 1, 2019, followed by monthly vesting over the subsequent three years, contingent on continued employment.
Awards granted to named executive officers are as follows:
| Named Executive Officer | Time-Vested RSUs | Time-Vested Options |
|---|---|---|
| Ernie Garcia, III | 13,987 | 15,988 |
| Mark Jenkins | 13,113 | 14,989 |
| Benjamin Huston | 13,113 | 14,989 |
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, management commentary on operations, or specific risk factors. The primary contingency noted is that the equity awards are subject to the terms of the respective agreements and require continued employment to vest.
Investor Verification Checklist
- Verify the total number of shares authorized under the 2017 Omnibus Incentive Plan to assess dilution impact.
- Review the attached Exhibit 99.1 (Restricted Stock Unit Agreement) and Exhibit 99.2 (Nonqualified Stock Option Agreement) for specific forfeiture clauses or performance conditions not detailed in the summary.
- Confirm the current market price of Carvana Co. common stock relative to the $44.21 exercise price to evaluate the intrinsic value of the options.
- Check subsequent filings for any changes in executive employment status that would affect the vesting of these awards.