Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a‑12



(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a‑6(i)(1) and 0‑11.

(1)Title of each class of securities to which transaction applies:


(2)Aggregate number of securities to which transaction applies:




Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined):




Proposed maximum aggregate value of transaction:


(5)Total fee paid:


Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0‑11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)Amount Previously Paid:


(2)Form, Schedule, or Registration Statement No.:


(3)Filing Party:


(4)Date Filed:






Your Vote Counts! VROOM, INC. VROOM, INC. 1375 BROADWAY. FLOOR 11 NEW YORK, NEW YORK 10018 D53486-P54674 2021 Annual Meeting Vote by June 23, 2021 11 : 59 PM ET You invested in VROOM, INC. and it's time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on June 24, 2021. Get informed before you vote You may view the Notice and Proxy Statement and Annual Report online OR you can receive a f ree paper or email copy of the material(s) by making a request prior to June 10, 2021 . If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www. ProxyVote. com, (2) call1-800-579-1639 toll-free or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you wi l l not otherwise receive a paper or email copy. Smartphone users Point your camera here and vote without entering a I number Vote Virtually during the Meeting* June 24, 2021 10:00 AM EDT Virtua lly during the Meeting at: www.virtualsha reholdermeeting. comNRM2021 *Please check the meeting materials for any special requirements for meeting attendance. V1





Vote prior to the Meeting at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Voting Items Board Recommends 1. Election of Directors Nominees: 01) Robert J . Mylod  04) Paul J . Hennessy 07) Paula B. Pretlow 02) Scott A. Dahnke  05) Laura W. Lang  08) Frederick 0. Terrell 03) Michael J . Farello 06) Laura G. O'Shaughnessy For 2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for the year ending December 31, 2021. For 3. To approve on an advisory (non-binding) basis the frequency of future advisory votes on the compensation of the Company's named executive officers. 0Year NOTE: Such other business as may properly come before the meeting or any continuation, adjournment or postponement thereof. Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click "Sign up forE-delivery". D53487-P54674