Cars.com (NYSE: CARS) investors back directors, auditor and pay plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Cars.com Inc. stockholders approved all proposals at the 2026 Annual Meeting held on June 3, 2026. The meeting covered board elections, auditor ratification, and an advisory vote on executive pay.

As of the April 6, 2026 record date, 57,019,566 common shares were outstanding and entitled to vote. Each of the eight director nominees received over 41.8 million votes in favor, with 8,761,914 broker non-votes recorded for each seat. Stockholders also ratified Ernst & Young LLP as independent registered public accounting firm for fiscal 2026 with 51,534,116 votes for, 214,444 against, and 45,693 abstentions. Executive officer compensation received 39,715,300 votes for, 2,645,887 against, and 671,152 abstentions, plus 8,761,914 broker non-votes.

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

Shares entitled to vote: 57,019,566 shares Auditor ratification votes for: 51,534,116 votes Auditor ratification votes against: 214,444 votes +4 more

7 metrics

Shares entitled to vote 57,019,566 shares Common stock outstanding as of April 6, 2026 record date

Auditor ratification votes for 51,534,116 votes Ernst & Young LLP ratification for fiscal year 2026

Auditor ratification votes against 214,444 votes Ernst & Young LLP ratification for fiscal year 2026

Say-on-pay votes for 39,715,300 votes Advisory approval of executive officer compensation

Say-on-pay votes against 2,645,887 votes Advisory approval of executive officer compensation

Broker non-votes (directors and pay) 8,761,914 votes Reported for each director and say-on-pay proposal

Highest director support 42,809,690 votes for Votes for Tobias Hartmann’s election as director

Key Terms

broker non-votes, independent registered public accounting firm, advisory approval of executive officer compensation, Emerging growth company, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 39,715,300 | | 2,645,887 | | 671,152 | 8,761,914"

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.

independent registered public accounting firm regulatory

"Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year 2026"

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.

advisory approval of executive officer compensation financial

"Proposal 3: Advisory Approval of Executive Officer Compensation"

Emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Annual Meeting of Stockholders financial

"At the 2026 Annual Meeting of Stockholders of Cars.com Inc. held on June 3, 2026"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/05/2026 - 05:00 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 03, 2026

    

Cars.com Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-37869	81-3693660
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

300 S. Riverside Plaza Suite 1100
Chicago, Illinois		60606
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 312 601-5000

    

(Former Name or Former Address, if Changed Since Last Report)

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
Common Stock	CARS	The New York Stock Exchange

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.

At the 2026 Annual Meeting of Stockholders of Cars.com Inc. held on June 3, 2026, stockholders voted on the matters described below, each of which is discussed in greater detail in the Proxy Statement. As of April 6, 2026, the record date for the Annual Meeting, 57,019,566 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting.

The Company’s stockholders voted on the following matters at the Annual Meeting, each of which is described in more detail in the Proxy Statement:

The election of each of the directors nominated by the Board of Directors to hold office until the 2027 Annual Meeting of Stockholders and until his or her successor is elected and qualified;

The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year 2026;

The approval of the Executive Officer Compensation as disclosed in the Proxy Statement.

All the proposals were approved and the final voting results for each item voted on at the Annual Meeting are set forth below:

Proposal 1: Election of Directors


Nominee	For	Withheld	Broker Non-Votes
Scott Forbes	41,780,978	1,251,361	8,761,914
Jill Greenthal	41,066,055	1,966,284	8,761,914
Thomas Hale	42,431,735	600,604	8,761,914
Tobias Hartmann	42,809,690	222,649	8,761,914
Donald A. McGovern, Jr.	42,595,134	437,205	8,761,914
Jenell R. Ross	41,943,816	1,088,523	8,761,914
Bala Subramanian	42,014,771	1,017,568	8,761,914
Bryan Wiener	41,814,053	1,218,286	8,761,914

Proposal 2: Ratification of Appointment of the Ernst & Young LLP as Independent Registered Public Accounting Firm for the fiscal year 2026


For	Against	Abstain
51,534,116	214,444	45,693

Proposal 3: Advisory Approval of Executive Officer Compensation


For	Against	Abstain	Broker Non-Votes
39,715,300	2,645,887	671,152	8,761,914

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 hereunto duly authorized.


			Cars.com Inc.

Date:	June 5, 2026	By:	/s/ Angelique Strong Marks
			Angelique Strong Marks Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Cars.com (CARS) stockholders approve at the 2026 Annual Meeting?

Cars.com stockholders approved all proposals at the 2026 Annual Meeting, including electing all director nominees, ratifying Ernst & Young LLP as auditor for 2026, and giving advisory approval to executive officer compensation as described in the company’s proxy statement.

How many Cars.com (CARS) shares were eligible to vote at the 2026 meeting?

A total of 57,019,566 shares of Cars.com common stock were outstanding and entitled to vote as of April 6, 2026, the record date for the Annual Meeting, providing the base against which voting participation and support levels were measured.

Were all Cars.com (CARS) director nominees elected at the 2026 Annual Meeting?

Yes, all eight Cars.com director nominees were elected. Each nominee received more than 41.8 million votes for, with relatively low withheld votes and 8,761,914 broker non-votes reported for each board seat in the voting results table.

Did Cars.com (CARS) stockholders ratify Ernst & Young as 2026 auditor?

Yes, stockholders ratified Ernst & Young LLP as Cars.com’s independent registered public accounting firm for fiscal year 2026, with 51,534,116 votes for, 214,444 against, and 45,693 abstentions, indicating strong support for the company’s chosen auditor.

How did Cars.com (CARS) investors vote on executive officer compensation?

Cars.com investors gave advisory approval to executive officer compensation. The say-on-pay proposal received 39,715,300 votes for, 2,645,887 against, 671,152 abstentions, and 8,761,914 broker non-votes, reflecting majority support for the compensation program outlined in the proxy statement.

What are broker non-votes reported in the Cars.com (CARS) 2026 meeting results?

Broker non-votes are shares held by brokers that were not voted on certain proposals because the beneficial owners did not provide instructions. Cars.com reported 8,761,914 broker non-votes for each director election and for the advisory vote on executive compensation.

Filing Exhibits & Attachments

1 document