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
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices)
(Zip Code)
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(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 | ||
| (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 6, 2023, CarGurus, Inc. (the “Company”) held its 2023 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 26, 2023. The final voting results from the Annual Meeting are set forth below.
Proposal 1 – Election of Directors
The stockholders elected the nominee named below to serve as a Class III director for a term ending in 2026, or until his successor has been duly elected and qualified. The results of such vote were as follows:
| Director Name |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Langley Steinert |
180,592,568 | 45,299,986 | 7,215,972 |
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, 2023. The results of such vote were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 232,902,537 |
114,632 | 91,357 | 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. The results of such vote were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 201,423,105 |
24,367,219 | 102,230 | 7,215,972 |
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 7, 2023 | By: | /s/ Javier Zamora | ||||
| Name: Javier Zamora | ||||||
| Title: General Counsel & Corporate Secretary | ||||||
Document and Entity Information |
Jun. 06, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001494259 |
| Document Type | 8-K |
| Document Period End Date | Jun. 06, 2023 |
| Entity Registrant Name | CarGurus, Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-38233 |
| Entity Tax Identification Number | 04-3843478 |
| Entity Address, Address Line One | 2 Canal Park |
| Entity Address, Address Line Two | 4th Floor |
| Entity Address, City or Town | Cambridge |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 02141 |
| City Area Code | (617) |
| Local Phone Number | 354-0068 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A Common Stock, par value $0.001 per share |
| Trading Symbol | CARG |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |