CarGurus, Inc 8-K, filed Jun 5, 2025
CarGurus, Inc. (CARG)
About this 8-K
CarGurus, Inc filed this 8-K on June 5, 2025, reporting on events of June 4, 2025.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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.
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 thereunto duly authorized.
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CARGURUS, INC. |
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Date: June 5, 2025 |
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By: |
/s/ Javier Zamora |
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Name: Javier Zamora |
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Title: General Counsel & Corporate Secretary |