On July 25, 2024, the Board of Directors (the “Board”) of ACV Auctions Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved and adopted amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of July 25, 2024, to clarify and implement certain procedural and disclosure requirements for Company stockholders proposing director nominations for consideration at the Company’s annual or special meetings of stockholders in connection with the “universal proxy” rules adopted by the Securities and Exchange Commission pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The amendments also include other technical, conforming, clarifying and modernizing revisions to the Bylaws.

• clarify certain procedural requirements with respect to the making of director nominations and bringing of other business by stockholders, primarily related to the delivery of notices and the number of nominees that stockholders may nominate for election;

• enhance the disclosure requirements for the making of director nominations and bringing of other business by stockholders to include (a) additional information regarding such stockholders and their affiliates and (b) a requirement that such information is updated and supplemented to be accurate and timely;

• require that any stockholder making director nominations pursuant to Rule 14a-19 of the Exchange Act comply with Rule 14a-19 of the Exchange Act and include a representation that such stockholder intends to solicit the holders of shares of the Company’s common stock representing at least 67% of the voting power of the shares entitled to vote on the election of directors and provide reasonable evidence of compliance with Rule 14a-19 of the Exchange Act;

• add a requirement that stockholder nominees for director complete a questionnaire and provide certain other information, representations and agreements that the Company may reasonably request;

• require any stockholder soliciting proxies from other stockholders to use a proxy card color other than white, with white proxy cards being reserved for exclusive use by the Board;