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CARS Cars.com

Filed: 11 Jun 21, 4:54pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

June 9, 2021

Date of Report (Date of earliest event reported)

 

Cars.com Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-37869

 

81-3693660

(State or other Jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

Identification No.)

 

 300 S. Riverside Plaza, Suite 1000

Chicago, Illinois 60606

(Address of principal executive offices)

 

(312) 601-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

CARS

New York Stock Exchange

 

 

 


 

 

Item 5.07

Submission of Matters to a Vote of Security Holders

On June 9, 2021, Cars.com Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”).  The matters submitted to the Company’s stockholders at the Annual Meeting and the voting results are as follows:

Proposal 1Election of Directors

The Company’s stockholders elected the following nominees as directors of the Company, each to hold office until the next annual meeting of stockholders or until his or her successor is elected and qualified, by the vote set forth below: 

Nominee

 

For

 

Withheld

 

Broker Non-Votes

Jerri DeVard

 

52,516,127

 

2,419,181

 

4,445,959

Scott Forbes

 

52,188,070

 

2,747,238

 

4,445,959

Jill Greenthal

 

53,924,248

 

1,011,060

 

4,445,959

Thomas Hale

 

54,101,969

 

833,339

 

4,445,959

Michael Kelly

 

52,634,087

 

2,301,221

 

4,445,959

Donald A. McGovern, Jr.

 

52,633,053

 

2,302,255

 

4,445,959

Greg Revelle

 

52,633,442

 

2,301,866

 

4,445,959

Jenell R. Ross

 

54,216,659

 

718,649

 

4,445,959

Bala Subramanian

 

52,632,412

 

2,302,896

 

4,445,959

T. Alex Vetter

 

54,271,401

 

663,907

 

4,445,959

Bryan Wiener

 

52,521,910

 

2,413,398

 

4,445,959

Proposal 2Ratification of the Appointment of the Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2021 fiscal year. The results of the vote are set forth below:

For

 

Against

 

Abstain

59,338,202

 

25,594

 

17,471

Proposal 3Advisory Votes on Executive Compensation

The Company’s stockholders voted whether to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement. The results of the vote are set forth below:

For

 

Against

 

Abstain

Broker Non-Votes

24,731,475

 

29,447,701

 

756,132

4,445,959

 

 


 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Cars.com Inc.

 

 

 

 

Date:   June 11, 2021

By:

 

/s/James F. Rogers

 

 

 

James F. Rogers

Chief Legal Officer