UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(State or other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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of Incorporation) |
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Identification No.) |
(Address of principal executive offices)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Item 5.07 |
Submission of Matters to a Vote of Security Holders |
On October 30, 2019, 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:
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Nominee |
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For |
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Withheld |
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Broker Non-Votes |
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Jerri DeVard |
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52,354,984 |
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4,036,466 |
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4,204,439 |
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Scott Forbes |
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46,780,534 |
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9,610,916 |
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4,204,439 |
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Jill Greenthal |
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52,008,751 |
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4,382,699 |
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4,204,439 |
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Thomas Hale |
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52,736,804 |
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3,654,646 |
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4,204,439 |
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Michael Kelly |
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48,218,757 |
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8,172,693 |
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4,204,439 |
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Donald A. McGovern, Jr. |
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52,736,035 |
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3,655,415 |
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4,204,439 |
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Greg Revelle |
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52,735,154 |
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3,656,296 |
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4,204,439 |
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Bala Subramanian |
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52,456,864 |
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3,934,586 |
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4,204,439 |
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T. Alex Vetter |
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52,735,345 |
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3,656,105 |
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4,204,439 |
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Bryan Wiener |
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48,216,818 |
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8,174,632 |
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4,204,439 |
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 2019 fiscal year. The results of the vote are set forth below:
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For |
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Against |
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Abstain |
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60,388,290 |
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120,044 |
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87,555 |
Proposal 3Frequency of Advisory Votes on Executive Compensation
The Company’s stockholders voted to hold an advisory vote every year on the compensation paid to the Company’s named executive officers. The results of the vote are set forth below:
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One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes |
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53,341,919 |
14,010 |
2,845,031 |
190,490 |
4,204,439 |
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.
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Cars.com Inc. |
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Date: October 30, 2019 |
By: |
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/s/James F. Rogers |
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James F. Rogers Chief Legal Officer |