Cars.com Inc.

8-K · cars-20260603.htm iXBRL

0001683606 2026-06-03 2026-06-03

  
 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

 Date of Report (Date of earliest event reported): June 03, 2026

  
  
 Cars.com Inc.
 (Exact name of Registrant as Specified in Its Charter)
  
  

 Delaware

 001-37869

 81-3693660

 (State or Other Jurisdiction
of Incorporation)

 (Commission File Number)

 (IRS Employer
Identification No.)

  

  

  

  

  

 300 S. Riverside Plaza
 Suite 1100

  

 Chicago , Illinois

  

 60606

 (Address of Principal Executive Offices)

  

 (Zip Code)

  

 Registrant’s Telephone Number, Including Area Code: 312 601-5000

  

  

 (Former Name or Former Address, if Changed Since Last Report)
  
 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))
 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

  

 The New York Stock Exchange

 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. ☐
  

 Item 5.07 Submission of Matters to a Vote of Security Holders.
 At the 2026 Annual Meeting of Stockholders of Cars.com Inc. held on June 3, 2026, stockholders voted on the matters described below, each of which is discussed in greater detail in the Proxy Statement. As of April 6, 2026, the record date for the Annual Meeting, 57,019,566 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting.
  
 The Company’s stockholders voted on the following matters at the Annual Meeting, each of which is described in more detail in the Proxy Statement:
  
 1. The election of each of the directors nominated by the Board of Directors to hold office until the 2027 Annual Meeting of Stockholders and until his or her successor is elected and qualified;

 2. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year 2026;

 3. The approval of the Executive Officer Compensation as disclosed in the Proxy Statement.

  
 All the proposals were approved and the final voting results for each item voted on at the Annual Meeting are set forth below:
  
 Proposal 1: Election of Directors

 Nominee

 For

 Withheld

  

 Broker Non-Votes

 Scott Forbes

 41,780,978

  

 1,251,361

  

 8,761,914

 Jill Greenthal

 41,066,055

  

 1,966,284

  

 8,761,914

 Thomas Hale

 42,431,735

  

 600,604

  

 8,761,914

 Tobias Hartmann

 42,809,690

  

 222,649

  

 8,761,914

 Donald A. McGovern, Jr.

 42,595,134

  

 437,205

  

 8,761,914

 Jenell R. Ross

 41,943,816

  

 1,088,523

  

 8,761,914

 Bala Subramanian

 42,014,771

  

 1,017,568

  

 8,761,914

 Bryan Wiener

 41,814,053

  

 1,218,286

  

 8,761,914

  
  
 Proposal 2: Ratification of Appointment of the Ernst & Young LLP as Independent Registered Public Accounting Firm for the fiscal year 2026

 For

 Against

 Abstain

 51,534,116

  

 214,444

  

 45,693

  
 Proposal 3: Advisory Approval of Executive Officer Compensation

 For

 Against

 Abstain

 Broker Non-Votes

 39,715,300

  

 2,645,887

  

 671,152

 8,761,914

  
  

 SIGNATURES
 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 5, 2026

 By:

 /s/ Angelique Strong Marks

  

  

  

 Angelique Strong Marks
Chief Legal Officer and Corporate Secretary