Cars.com Inc 8-K, filed Apr 13, 2021
Cars.com Inc. (CARS)
About this 8-K
Cars.com Inc filed this 8-K on April 13, 2021, reporting on events of April 12, 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
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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).
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Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 12, 2021, the Board of Directors (the “Board”) of Cars.com Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, increased the size of the Board from ten members to eleven members and appointed Jenell R. Ross to the Board, effective April 12, 2021. Jenell was also appointed to serve on the Audit Committee and the Nominating and Corporate Governance Committee of the Board.
In accordance with the non-employee director compensation program described in the Company’s most recent proxy statement, Jenell will receive an annual cash retainer of $75,000, payable quarterly, and an annual equity award, to be granted on or around the 2021 Annual Meeting of Stockholders, in the form of restricted stock units (“RSUs”) with a grant date value equal to $150,000. Jenell will also receive a prorated amount of her annual cash retainer and grant of RSUs for her service from the date of her appointment through the 2021 Annual Meeting of Stockholders.
The Board determined that Jenell is “independent” in accordance with the New York Stock Exchange (“NYSE”) corporate governance rules and the Securities Exchange Act of 1934, as amended, and that she further satisfies the heightened standard of independence to serve as a member of the Audit Committee and has been designated as “financially literate” as defined by the applicable rules of the NYSE. There is no arrangement or understanding between Jenell and any other persons pursuant to which Jenell was appointed as a director. There are no transactions or relationships between the Company and Jenell that are reportable under Item 404(a) of Regulation S-K.
A copy of the press release issued by the Company announcing the election of Jenell to the Board is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
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Exhibits |
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Exhibit No. |
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Exhibit |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: April 13, 2021 |
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/s/ James F. Rogers |
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James F. Rogers Chief Legal Officer |
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EXHIBIT 99.1
CARS Appoints Jenell Ross to Board of Directors
Auto industry veteran with strong connection to dealership communities
CHICAGO, April 13, 2021 – Cars.com Inc. (NYSE: CARS) (“CARS” or the “Company”), a leading digital automotive marketplace and solutions provider, today announced the appointment of Jenell Ross as a member of its Board of Directors.
Ross is an auto industry veteran, with 28 years of experience, and was recently named one of 2020’s 100 Leading Women in the North American Auto Industry by Automotive News. For the past eleven years, she has been President of Bob Ross Auto Group, a family-owned, Ohio-based Buick-GMC and Mercedes-Benz dealership. Bob Ross Auto Group was the first African American owned Mercedes-Benz dealer in the U.S. and, today, Ross is the country’s only second-generation African American female auto dealer. Under her leadership tenure Bob Ross Auto Group has ranked as a leader in sales and customer service for each of its three brands.
Ross is a member of the board of directors at Hub Group (NASDAQ: HUBG), a leading North American supply chain solutions company, and recently served on the board of the Federal Reserve Bank of Cleveland, Cincinnati branch. She also serves on the board of trustees for the University of Dayton and the Will Allen Foundation.
She is a board member for the Minority Business Partnership through the Dayton Chamber of Commerce, as well as an active member of both the Dayton Area Automobile Dealers Association and the Ohio Auto Dealers Association. Ross previously served as the chair of the American International Automobile Dealers Association as the first minority and the second female to lead this organization of nearly 10,000 dealers. Ross is also passionate about giving back. Ross started a charity to honor her late mother, The Norma J. Ross Memorial Foundation, which supports youth in education and the arts and raises funds in the fight against breast cancer.
“Jenell brings valuable insights to the Board through her years of leadership in the automotive industry and the public, civic, and charity boards on which she is involved. Her real-world experience as a successful dealer owner-operator further enhances the perspectives of our Board,” said Scott E. Forbes, Chairman of the Board of CARS.
“I am pleased to join CARS in support of their quest for category leadership,” said Ross. “I look forward to contributing a dealer’s perspective as I work with the Board and management team to help the CARS platform generate meaningful sales and efficiencies for our industry through innovation.”
About Cars.com
CARS is a leading digital marketplace and solutions provider for the automotive industry that connects car shoppers with sellers. Launched in 1998 with the flagship marketplace site Cars.com and headquartered in Chicago, the Company empowers shoppers with the data, resources and digital tools needed to make informed buying decisions and seamlessly connect with automotive retailers. In a rapidly changing market, CARS enables dealerships and OEMs with innovative technical solutions and data-driven intelligence to better reach and influence ready-to-buy shoppers, increase inventory turn and gain market share.
In addition to Cars.com, CARS brands include Dealer Inspire, a technology provider building solutions that future-proof dealerships with more efficient operations and connected digital experiences; FUEL,
which gives dealers and OEMs the opportunity to harness the untapped power of digital video by leveraging Cars.com's pure audience of in-market car shoppers, and DealerRater, a leading car dealer review and reputation management platform.
The full suite of CARS brands include Cars.com™, Dealer Inspire®, FUEL™, DealerRater®, Auto.com™, PickupTrucks.com™ and NewCars.com®. For more information, visit www.Cars.com.
Media Contact:
Christine Spinelli
cspinelli@cars.com
Investor Contact:
Robbin Moore-Randolph
ir@cars.com