CVNA 2019 Proxy Statement

- 11 - In the event we choose to rely on some or all of these exemptions in the future, you would not have the same protections afforded to stockholders of companies that are subject to all of the applicable corporate governance rules of the NYSE. BOARD MEETINGS AND COMMITTEES During the year ended December 31, 2018, our Board held five meetings, our Audit Committee held nine meetings, and our Compensation and Nominating Committee held four meetings. Directors are expected to attend the annual meeting of stockholders and all or substantially all of the Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Each director attended last year’s annual meeting, 100% of the meetings of the Board during such director’s tenure, and 100% of the meetings held by the committees of the Board on which the director served. Our Board has an Audit Committee and a Compensation and Nominating Committee. The composition, duties and responsibilities of these committees are as set forth below. In the future, our board may establish other committees, as it deems appropriate, to assist it with its responsibilities. BOARD MEMBER AUDIT COMMITTEE COMPENSATION AND NOMINATING COMMITTEE Ira Platt • • Gregory Sullivan • • Dan Quayle • Michael Maroone • AUDIT COMMITTEE The Audit Committee is responsible for, among other matters, x appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm; x discussing with our independent registered public accounting firm their independence from management; x reviewing with our independent registered public accounting firm the scope and results of their audit; x approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; x overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;