CarGurus (CARG) holders reelect directors, ratify EY and approve 2025 pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CarGurus, Inc. reported the results of its 2026 annual stockholder meeting held on June 3, 2026. Stockholders elected Class III directors Manik Gupta and Langley Steinert to terms ending in 2029, with Gupta receiving 177,165,895 votes for and Steinert receiving 187,011,461 votes for.

Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 213,460,852 votes for and minimal opposition. In addition, a non-binding advisory vote approved 2025 compensation for named executive officers, with 195,635,270 votes for versus 11,812,537 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Manik Gupta: 177,165,895 votes Votes for Langley Steinert: 187,011,461 votes Auditor ratification support: 213,460,852 votes for +3 more

6 metrics

Votes for Manik Gupta 177,165,895 votes Election as Class III director at 2026 annual meeting

Votes for Langley Steinert 187,011,461 votes Election as Class III director at 2026 annual meeting

Auditor ratification support 213,460,852 votes for Ratification of Ernst & Young LLP for year ending December 31, 2026

Auditor ratification opposition 345,220 votes against Ratification of Ernst & Young LLP at 2026 annual meeting

Say-on-pay votes for 195,635,270 votes Non-binding advisory approval of 2025 executive compensation

Say-on-pay votes against 11,812,537 votes Non-binding advisory approval of 2025 executive compensation

Key Terms

non-binding advisory, independent registered public accounting firm, broker non-votes, annual meeting of stockholders

4 terms

non-binding advisory financial

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

A non-binding advisory is a formal recommendation or vote that expresses shareholder or stakeholder opinion but does not create a legal obligation for a company to act. It matters to investors because it signals how influential groups view management decisions or policies; markets often react to that signal as if it were binding, even though the company can ignore it. Think of it like a public opinion poll that can pressure leaders but cannot force a change.

independent registered public accounting firm financial

"ratified the appointment of Ernst & Young LLP, an independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Votes For | Votes Withheld | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

annual meeting of stockholders financial

"held its 2026 annual meeting of stockholders (the “Annual Meeting”)"

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Understanding 8-K Material Events →

06/04/2026 - 04:04 PM

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 3, 2026

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 3, 2026, CarGurus, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) to consider and vote on the three 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 22, 2026 (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 III directors for a term ending in 2029, 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
Manik Gupta	177,165,895	30,312,145	6,352,686
Langley Steinert	187,011,461	20,466,579	6,352,686

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, 2026. The results of such vote were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
213,460,852	345,220	24,654	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 2025. The results of such vote were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
195,635,270	11,812,537	30,233	6,352,686

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.


	CARGURUS, INC.

Date: June 4, 2026	By:	/s/ Javier Zamora
		Name: Javier Zamora
		Title: General Counsel & Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did CarGurus (CARG) stockholders approve at the 2026 annual meeting?

CarGurus stockholders approved all three items on the 2026 annual meeting agenda. They elected two Class III directors, ratified Ernst & Young LLP as auditor for 2026, and supported 2025 executive compensation in a non-binding advisory vote, all by wide voting margins.

Which directors were elected at CarGurus (CARG) 2026 annual meeting and for how long?

Stockholders elected Manik Gupta and Langley Steinert as Class III directors at the 2026 annual meeting. They will serve terms ending in 2029, or until their successors are elected and qualified, reflecting continued support for the existing board composition and leadership structure.

How did CarGurus (CARG) stockholders vote on the Ernst & Young LLP auditor ratification?

CarGurus stockholders strongly ratified Ernst & Young LLP as independent auditors for 2026. The proposal received 213,460,852 votes for, 345,220 votes against, and 24,654 abstentions, with no broker non-votes recorded, signaling broad support for the company’s chosen audit firm.

What were the results of CarGurus (CARG) 2025 executive compensation say-on-pay vote?

Stockholders approved 2025 compensation for CarGurus’ named executive officers on a non-binding basis. The say-on-pay proposal received 195,635,270 votes for, 11,812,537 against, and 30,233 abstentions, with 6,352,686 broker non-votes, indicating substantial but not unanimous support for the pay program.

Were there significant broker non-votes at the CarGurus (CARG) 2026 annual meeting?

Broker non-votes occurred on certain non-routine items at the 2026 annual meeting. There were 6,352,686 broker non-votes for the director elections and the say-on-pay proposal, while the auditor ratification item recorded zero broker non-votes, consistent with typical treatment of routine matters.

Filing Exhibits & Attachments

1 document