CarGurus, Inc 8-K/A, filed Feb 12, 2021
CarGurus, Inc. (CARG)
About this 8-K/A
CarGurus, Inc filed this 8-K/A on February 12, 2021, reporting on events of January 18, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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EXPLANATORY NOTE
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 10, 2021, the Compensation Committee of the Board (the “Compensation Committee”) approved a new compensation arrangement for Mr. Trevisan in connection with his promotion to Chief Executive Officer, pursuant to which Mr. Trevisan will receive an annual base salary of $540,000, effective January 1, 2021, and will be eligible for an annual target cash bonus under the Corporation’s Annual Incentive Plan (the “Bonus Plan”) of up to $472,000. Additionally, the Compensation Committee granted to Mr. Trevisan 252,737 restricted stock units (“RSUs”), 126,368 performance-based restricted stock units (“PSUs”) and a non-qualified stock option (“Stock Option”) to purchase 262,850 shares of the Corporation’s Class A common stock, in each case, in accordance with and pursuant to the terms of the Corporation’s Omnibus Incentive Compensation Plan (the “2017 Plan”) and the forms of award agreements thereunder.
The Compensation Committee also approved a new compensation arrangement for Mr. Fredo in connection with his promotion to Chief Financial Officer and Treasurer, pursuant to which Mr. Fredo will receive an annual base salary of $315,000, effective January 1, 2021, and will be eligible for an annual target cash bonus under the Bonus Plan of up to $200,000. Additionally, the Compensation Committee granted to Mr. Fredo 28,081 RSUs, 14,040 PSUs and a Stock Option to purchase 29,205 shares of the Corporation’s Class A common stock, in each case, in accordance with and pursuant to the terms of the 2017 Plan and the forms of award agreements thereunder.
Messrs. Trevisan’s and Fredo’s RSUs and Stock Options vest quarterly over a period of four years from January 1, 2021 and their PSUs are subject to the achievement of certain performance goals during three- and four-year performance periods ending December 31, 2023 and December 31, 2024, respectively.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CARGURUS, INC. | ||||||
| Date: February 12, 2021 | By: | /s/ Kathleen B. Patton | ||||
| Kathleen B. Patton | ||||||
| General Counsel and Secretary | ||||||