ThZeal - The Zeal

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 4, 2025

CarGurus, Inc.

(Exact name of Registrant as Specified in Its Charter)

     Delaware

     001-38233

     04-3843478

     (State or Other Jurisdiction
of Incorporation)

     (Commission File Number)

     (IRS Employer
Identification No.)

     1001 Boylston Street, 16th Floor
Boston, Massachusetts 02115

     (Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 354-0068

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

     Class A Common Stock, 
par value $0.001 per share

     CARG

     The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

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.

On June 4, 2025, CarGurus, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”) to consider and vote on the four proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 23, 2025 (the “Proxy Statement”). The final voting results from the Annual Meeting are set forth below.

Proposal 1 – Election of Directors

The stockholders elected the nominees named below to serve as the Class II directors for a term ending in 2028, or until their respective successors have been duly elected and qualified. The results of such vote were as follows:


Director Name	Votes For	Votes Withheld	Broker Non-Votes
Steven Conine	193,352,562	20,849,985	6,436,455
Stephen Kaufer	165,352,298	48,850,249	6,436,455

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

The stockholders ratified the appointment of Ernst & Young LLP, an independent registered public accounting firm, as the Company’s independent auditors for the year ending December 31, 2025. The results of such vote were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
220,157,198	444,732	37,072	0

Proposal 3 – Non-binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

The stockholders voted to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for 2024. The results of such vote were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
181,447,798	31,726,836	1,027,913	6,436,455

Proposal 4 – Non-binding Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation of the Company’s Named Executive Officers

The stockholders voted in favor of holding an advisory vote to approve the compensation paid to the Company’s named executive officers every year. The results of such vote were as follows:


One Year	Two Years	Three Years	Abstentions	Broker Non-Votes
210,944,065	1,409,137	1,812,530	36,815	6,436,455

Based on these voting results, the Board of Directors has determined to hold a non-binding, advisory vote on the compensation of its named executive officers every year until the next required stockholder vote on the frequency of such advisory vote. The next stockholder vote on the frequency of such advisory vote currently is expected to be held at the 2031 annual meeting of stockholders.


	CARGURUS, INC.

Date: June 5, 2025	By:	/s/ Javier Zamora
		Name: Javier Zamora
		Title: General Counsel & Corporate Secretary