About the Annual Meeting
Why am I receiving these proxy materials?
The Board of
Directors (the Board) of Avis Budget Group, Inc. (the Company or Avis Budget) is soliciting your vote at the 2018 Annual Meeting of Shareholders, and any adjournment or postponement thereof (the
Meeting), to be held May 23, 2018 at 9:00 a.m. Eastern Time, at the offices of Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York, for the purposes set forth in this Proxy Statement.
These materials also include a proxy card for the Meeting. The proxy materials include detailed information about the matters that will be discussed and
voted on at the Meeting and provide updated information about the Company that you should consider in order to make an informed decision when voting your shares.
On or about April 16, 2018, the Company will first mail to shareholders this Proxy Statement and the accompanying proxy card.
When and where will the Meeting be held?
The Meeting is
scheduled to be held at 9:00 a.m. Eastern Time, on May 23, 2018, at the offices of Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York.
What items will I be voting on and what are the Boards voting recommendations?
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Proposal
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Boards Voting
Recommendation
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No. 1: Election of Directors (see page 10)
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FOR ALL NOMINEES
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No. 2: Ratification of Appointment of Auditors (see page
58)
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FOR
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No. 3: Advisory Approval of the Compensation of our Named Executive Officers (see page 60)
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FOR
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Could other matters be decided at the Meeting?
The Board is not aware of any other matters to be brought before the Meeting. However, if any other matters properly come before the Meeting, the
individuals named as proxies, or their duly constituted substitutes acting at the Meeting, will be authorized to vote or otherwise act thereon in accordance with their judgment on such matters.
How many votes do I have?
You will have one vote for every
share of the Companys common stock, par value $0.01 per share (the Common Stock), you owned as of the close of business on March 26, 2018 (the Record Date).
How many votes can be cast by all shareholders?
81,239,166
votes, consisting of one vote for each share of Common Stock outstanding on the Record Date. There is no cumulative voting, and the holders of the Common Stock vote together as a single class.
How many votes must be present to hold the Meeting?
One-third
of the outstanding shares of Common Stock entitled to vote at the Meeting, or 27,079,722 votes, must be present, in person or by proxy, to constitute a quorum at the Meeting. Abstentions and broker non-votes, if any, will be counted for the purpose
of determining whether a quorum is present.
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