Credit Acceptance : Notice of 2023 Annual Meeting of Shareholders and Proxy Statement

Credit Acceptance Corporation

25505 West Twelve Mile Road

Southfield, Michigan 48034-8339

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

to be held June 2, 2023

_______________

NOTICE IS HEREBY GIVEN that the 2023 annual meeting of shareholders of Credit Acceptance Corporation, a Michigan corporation, will be held at its principal executive offices, 25505 West Twelve Mile Road, Southfield, Michigan 48034, on Friday, June 2, 2023, at 8:00 a.m., Eastern time, for the following purposes:

1. election of five directors named in Credit Acceptance Corporation's 2023 proxy statement, each to serve until the 2024 annual meeting of shareholders and until his or her successor has been elected and qualified;
2. approval of an amendment to the Credit Acceptance Corporation Amended and Restated Incentive Compensation Plan;
3. advisory vote to approve named executive officer compensation;
4. advisory vote on the frequency of future advisory votes to approve named executive officer compensation;
5. ratification of the selection of Grant Thornton LLP as Credit Acceptance Corporation's independent registered public accounting firm for 2023; and
6. transaction of such other business as may properly come before the meeting or any adjournment or postponement thereof.

Shareholders of record on April 10, 2023 will be entitled to notice of and to vote at the meeting. You are invited to attend the meeting. Whether or not you plan to attend in person, please cast your vote. On April 21, 2023, Credit Acceptance Corporation mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our 2023 proxy statement and 2022 annual report and vote by proxy online via the Internet. You may also request a paper copy of our 2023 proxy statement and a proxy card to submit your proxy vote by mail, if you prefer. We encourage you to vote by proxy via the Internet. It is convenient and saves us significant postage and processing costs. The proxy is revocable and will not affect your right to vote in person if you are a shareholder of record and attend the meeting.

By Order of the Board of Directors,

Erin J. Kerber

Chief Legal Officer, Chief Compliance Officer and Secretary

Southfield, Michigan

April 21, 2023

Credit Acceptance Corporation

PROXY STATEMENT

Annual Meeting of Shareholders to Be Held June 2, 2023

This proxy statement (this "Proxy Statement") is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board") of Credit Acceptance Corporation, a Michigan corporation (the "Company", "Credit Acceptance", "we", "our", or "us"), to be used at the Annual Meeting of Shareholders of Credit Acceptance (the "Annual Meeting") to be held at our principal executive offices, 25505 West Twelve Mile Road, Southfield, Michigan 48034, on Friday, June 2, 2023, at 8:00 a.m., Eastern time, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders and in this Proxy Statement. This Proxy Statement and the enclosed form of proxy were first sent or given to security holders on or about April 21, 2023.

Only shareholders of record at the close of business on April 10, 2023 (the "Record Date") will be entitled to vote at the Annual Meeting or any adjournment or postponement thereof. Each holder of shares of our common stock ("Common Stock") on the Record Date is entitled to one vote per share at the Annual Meeting. As of the Record Date, there were 12,836,907 shares of Common Stock issued and outstanding. The presence, either in person or by properly executed proxy, of the holders of a majority of the outstanding shares of Common Stock as of the Record Date is necessary to constitute a quorum at the Annual Meeting.

Under rules adopted by the U.S. Securities and Exchange Commission (the "SEC"), we are furnishing proxy materials to our shareholders on the Internet, rather than mailing printed copies of those materials to each shareholder. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy materials on the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.

A proxy may be revoked at any time before it is exercised by giving a written notice to our Secretary bearing a later date than the proxy, by submitting a later-dated proxy or, if you are a shareholder of record or hold legal authority from a shareholder of record, by voting the shares represented by the proxy in person at the Annual Meeting. Unless revoked, the shares represented by each duly executed, timely delivered proxy will be voted in accordance with the specifications made. If no specifications are made on a duly executed, timely delivered proxy, such shares will be voted FOR the election of directors named in this Proxy Statement, FOR the approval of the amendment to the Credit Acceptance Corporation Amended and Restated Incentive Compensation Plan (the "Incentive Plan"), FOR the advisory proposal to approve our named executive officer compensation, for "EVERY YEAR" as the frequency of future advisory votes to approve our named executive officer compensation, and FOR ratification of the selection of Grant Thornton LLP ("Grant Thornton") as our independent registered public accounting firm for 2023. The Board does not intend to present any other matters at the Annual Meeting. However, should any other matters properly come before the Annual Meeting, it is the intention of the proxy holders to vote the proxy in accordance with their best judgment to the extent permitted by law.

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Directors are elected by a plurality of the votes cast at the Annual Meeting. The approval of the amendment to the Incentive Plan requires the affirmative vote of a majority of the votes cast at the Annual Meeting by the holders of shares entitled to vote thereon. The advisory proposal to approve our named executive officer compensation requires the affirmative vote of a majority of the votes cast at the Annual Meeting by the holders of shares entitled to vote thereon. For the advisory vote on the frequency of future advisory votes to approve named executive officer compensation, the option receiving the highest number of votes at the Annual Meeting will be the frequency that shareholders approve on an advisory basis. The ratification of the selection of Grant Thornton as our independent registered public accounting firm for 2023 requires the affirmative vote of a majority of the votes cast at the Annual Meeting by the holders of shares entitled to vote thereon.

If you own shares through a bank or broker in street name, you may instruct your bank or broker how to vote your shares. If you do not instruct your bank or broker how to vote such shares, your bank or broker can vote your shares only on the routine matter of ratification of Grant Thornton as our independent registered public accounting firm for 2023. Without your instructions, your bank or broker is not permitted to vote your shares on any other proposal, resulting in a "broker non-vote" with respect to any such proposal.

If you withhold your vote on the election of directors or abstain from voting on any or all of the other proposals, your shares will be included in the number of shares present and entitled to vote at the meeting and counted for purposes of determining a quorum. Withheld votes and broker non-votes will be excluded entirely from the vote on the election of directors and will therefore have no effect on the election. Abstentions and broker non-votes are not counted as votes cast on the approval of the amendment to the Incentive Plan, the advisory proposal to approve named executive officer compensation, and the advisory proposal on the frequency of future advisory votes to approve named executive officer compensation and will therefore have no effect on the outcome of such matters. Abstentions are not counted as votes cast on the ratification of the selection of Grant Thornton as our independent registered public accounting firm for 2023 and will therefore have no effect on such matter.

The expenses of soliciting proxies will be paid by Credit Acceptance. In addition to solicitation by mail, our officers and employees, who will receive no extra compensation therefor, may solicit proxies personally, by telephone, by facsimile transmission or via the Internet. We will reimburse brokerage houses, custodians, nominees and fiduciaries for their expense in mailing proxy materials to shareholders.

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COMMON STOCK OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of April 10, 2023 concerning beneficial ownership of Common Stock by all directors and nominees, by each of the individuals named in the Summary Compensation Table, by all directors and executive officers as a group, and by each other person known by us to be the beneficial owner of more than 5% of the outstanding shares of Common Stock. The number of shares beneficially owned is determined under rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, a person's beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares that such person has the right to acquire on April 10, 2023 or within 60 days thereafter through the exercise of any stock option or other right. Unless otherwise indicated, each holder has sole investment and voting power with respect to the shares set forth in the following table.

Name		Number of Shares		Percent of
	Beneficially Owned		Outstanding Shares (a)
Thomas N. Tryforos	207,665	(b)	1.6%
Scott J. Vassalluzzo	66,883	(c) (e)	*
Glenda J. Flanagan	17,108	(d)	*
Vinayak R. Hegde	5,000		*
Kenneth S. Booth	91,012		*
Arthur L. Smith	31,288		*
Wendy A. Rummler	15,378		*
Ravi Mohan		-		*
Andrew K. Rostami	5,000		*
All Directors and Executive Officers as a Group (13 persons)	541,187		4.2%
Prescott General Partners LLC et al.	2,335,966	(e)	18.1%
Jill Foss Watson	2,061,291	(f)	16.0%
Allan V. Apple	3,137,846	(g) (h)	24.4%
John P. Neary	1,452,797	(h) (i)	11.3%
Ruane, Cunniff & Goldfarb L.P.	798,731	(j)	6.2%

* Less than 1%.

1. The percentages have been calculated in accordance with SEC regulations based on 12,836,907 shares of Common Stock issued and outstanding as of April 10, 2023, plus shares of Common Stock that may be acquired pursuant to exercisable options or other right within 60 days of April 10, 2023.
2. Shares owned by Elias Charles & Co LLC, of which Mr. Tryforos is the managing member. Does not include 105,500 shares of Common Stock owned by a limited liability company referred to herein as LLC A and 87,470 shares of Common Stock owned by a limited liability company referred to herein as LLC B. Each of LLC A and LLC B is wholly owned by a charitable remainder trust of which Mr. Tryforos is the sole trustee and is managed by a person (other than Mr. Tryforos) who has voting and dispositive power over the shares.
3. Based on information obtained directly from Mr. Vassalluzzo on January 10, 2023. Includes 2,758 shares owned by certain family members as to which shares Mr. Vassalluzzo has sole power to vote or direct the vote and to dispose or direct the disposition. Mr. Vassalluzzo is a managing member of Prescott General Partners LLC, whose beneficial ownership of Common Stock is described in (e) below.
4. Includes 8,000 shares owned by GCM GP, LP, a limited partnership of which GCM GP, LLC is the sole general partner. Ms. Flanagan is a member-manager of GCM GP, LLC and shares voting and dispositive power over these shares. Also includes 4,207 shares owned by The Glenda J. Flanagan 2020 Grantor Retained Annuity Trust, for which Ms. Flanagan is the sole trustee.

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1. Based on a jointly-filed Schedule 13D, as amended (most recently by an amendment filed with the SEC on May 9, 2022), of Prescott General Partners LLC, Prescott Associates L.P., Prescott Investors Profit Sharing Trust, Thomas W. Smith, and Mr. Vassalluzzo (the "Prescott 13D"), a Form 4 filed by Mr. Smith with the SEC on March 7, 2023, and information obtained directly from Mr. Vassalluzzo on January 10, 2023. The Prescott 13D reports that Prescott General Partners LLC, a Delaware limited liability company, is the general partner of Prescott Associates L.P. and that Messrs. Smith and Vassalluzzo are managing members of Prescott General Partners LLC. Based on the Prescott 13D and information obtained directly from Mr. Vassalluzzo on January 10, 2023, Prescott Associates L.P. has shared power to vote or direct the vote and to dispose or direct the disposition of 1,007,057 shares, Prescott General Partners LLC may be deemed to share the power to vote or direct the vote and to dispose or direct the disposition of 1,560,014 shares (including the 1,007,057 shares as to which Prescott Associates L.P. has shared power to vote or direct the vote and to dispose or direct the disposition), Mr. Smith has shared power to vote or direct the vote and to dispose or direct the disposition of 76,165 shares and sole power to vote or direct the vote and to dispose or direct the disposition of 587,845 shares, Prescott Investors Profit Sharing Trust has sole power to vote or direct the vote and to dispose or direct the disposition of 45,059 shares, and Mr. Vassalluzzo has sole power to vote or direct the vote and to dispose or direct the disposition of 66,883 shares (which shares are also disclosed as beneficially owned by Mr. Vassalluzzo, as described in (c) above). Based on the Prescott 13D and information obtained directly from Mr. Vassalluzzo, the address of Prescott General Partners LLC, Prescott Associates L.P., Mr. Smith, and Mr. Vassalluzzo is 2200 Butts Road, Suite 320, Boca Raton, FL 33431.
2. Based on a Schedule 13D, as amended (most recently by an amendment filed with the SEC on August 20, 2021), of Mrs. Foss Watson (the "Foss Watson 13D"), a Form 4 filed by Mrs. Foss Watson with the SEC on March 3, 2022, and a Schedule 13D filed by Mr. Apple with the SEC on September 16, 2022 (the "Apple 13D"), we believe shares beneficially owned by Mrs. Foss Watson consist of the following:

Sole Voting and	Shared Voting and No	Total
Dispositive Power		Dispositive Power
501,647 (i)	1,559,644 (ii)	2,061,291

1. 396,069 shares owned of record by Mrs. Foss Watson as trustee of various trusts and 105,578 shares owned of record by Todd Watson, spouse of Mrs. Foss Watson, as trustee of various trusts.
2. 931,323 shares (representing approximately 7.2% of the shares of Common Stock issued and outstanding as of April 10, 2023) held by The Donald A. Foss 2009 Remainder Trust, of which Mrs. Foss Watson is a trustee; and 628,321 shares held by The Donald A. Foss 2010 Remainder Trust, of which Mrs. Foss Watson is a trustee. These shares are also disclosed as beneficially owned by Mr. Apple, as described in
   (g) below.

Based on the Foss Watson 13D, Mrs. Foss Watson's address is 29777 Telegraph Road, Suite 2611, Southfield, MI 48034.

(g) Based on the Apple 13D, shares beneficially owned by Mr. Apple consist of the following:

Sole Voting and	Shared Voting and Sole	Shared Voting and	Total
Dispositive Power		Dispositive Power		Shared Dispositive Power
125,405 (i)	1,559,644 (ii)	1,452,797 (iii)	3,137,846

1. 8,826 shares held by The Donald A. Foss 2010 Remainder Trust #2, of which Mr. Apple is the trustee; and 116,579 shares held by The Donald A. Foss 2011 Remainder Trust FBO Robert S. Foss and Descendants, of which Mr. Apple is the trustee.
2. 931,323 shares (representing approximately 7.2% of the shares of Common Stock issued and outstanding as of April 10, 2023) held by The Donald A. Foss 2009 Remainder Trust, of which Mr. Apple is a trustee; and 628,321 shares held by The Donald A. Foss 2010 Remainder Trust, of which Mr. Apple is a trustee. These shares are also disclosed as beneficially owned by Mrs. Foss Watson, as described in (f) above.

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