Cargurus Inc

1. 1

   Election of Class III Directors

   ManagementBoard: FOR

   Elect two Class III directors, Manik Gupta and Langley Steinert, each to serve three-year terms expiring at the 2029 annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as CarGurus’ independent registered public accounting firm for the year ending December 31, 2026.

3. 3

   Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company’s named executive officers for 2025 as disclosed in the proxy statement.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the 2025 compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management seeks shareholder endorsement to validate its pay-for-performance philosophy which emphasizes a high proportion of at‑risk compensation (cash incentives and time‑based RSUs) tied to corporate strategic objectives, consolidated Gross Profit and adjusted EBITDA, and individual performance goals. The Compensation Committee designed the 2025 program with input from an independent consultant (Compensia) and used a peer group benchmark to set target pay levels and equity awards; it also retained governance features such as ‘‘double-trigger’’ change‑of‑control acceleration and a Clawback Policy. The Board’s rationale for recommending FOR is that the program aligns executive interests with long‑term stockholder value, demonstrated by significant equity grants and performance-weighted annual incentives, and prior strong shareholder support (approximately 85% approval in 2025). The vote is advisory and non‑binding, but the Board and Compensation Committee state they will review and consider the voting outcome in future compensation decisions. Company‑specific context includes the wind‑down of CarOffer in 2025 (reported as discontinued operations), which the Committee considered when setting performance measures and payouts for the year. While the Company is a ‘‘controlled company’’ under Nasdaq rules (which affects certain governance practices), the Board emphasizes independent committee oversight of compensation matters and regular review of peer positioning and program design. Investors should note that approval does not change any contractual terms directly; rather, a FOR vote signals shareholder support for the Board’s overall compensation philosophy and implementation for 2025.

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When is the Cargurus Inc 2026 annual meeting?

Cargurus Inc (CARG) holds its 2026 annual shareholder meeting on Wednesday, June 3, 2026.

What is the record date for the Cargurus Inc 2026 meeting?

The record date for the Cargurus Inc 2026 meeting is Friday, April 10, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Cargurus Inc's 2026 meeting?

The board is presenting 2 director nominees at the Cargurus Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Cargurus Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Cargurus Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.