Carscom Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight director nominees (Scott Forbes, Jill Greenthal, Thomas Hale, Tobias Hartmann, Donald A. McGovern Jr., Jenell Ross, Bala Subramanian, and Bryan Wiener) to serve until the 2027 Annual Meeting.

2. 2

   Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

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

3. 3

   Advisory Approval of Executive Officer Compensation (Say on Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of Cars.com’s Named Executive Officers as disclosed in the Proxy Statement (Say on Pay).

   More detail

   This advisory Say-on-Pay proposal asks stockholders to approve, on a non-binding basis, the company’s disclosed executive compensation for Named Executive Officers (NEOs). Management seeks this advisory approval to validate and reinforce its compensation philosophy—linking pay to corporate performance through a mix of base salary, short-term cash incentives tied to Revenue and Adjusted EBITDA, and long-term equity awards (RSUs and PSUs). The Compensation Committee emphasizes pay-for-performance alignment, use of market benchmarking and independent advisors, stock ownership and clawback policies, and a historically strong stockholder endorsement (97% support in 2025) as reasons for recommending a “FOR” vote. Key context includes a CEO transition in December 2025/January 2026 with inducement awards for the new CEO under the Inducement Equity Plan and continued use of performance metrics (Revenue and Adjusted EBITDA CAGR) for multi-year PSUs. Potential governance considerations for investors include the non-binding nature of the vote, the extent of management discretion in setting individual IPFs and STIP payouts, and the use of inducement awards outside the omnibus plan (relying on NYSE inducement exemption). The company argues its structure mitigates excessive risk (clawback, ownership/retention, no single-trigger CIC payments) and that compensation is mostly at-risk and equity-focused to align with long-term shareholder value. Investors should weigh the board’s rationale, historical pay-versus-performance data, and the specifics of the inducement/new-hire awards when assessing the merits of approval. Given the board’s recommendation and prior strong stockholder support, a “FOR” vote is presented as endorsement of the current compensation framework and its alignment with Cars.com’s strategic goals.

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When is the Carscom Inc 2026 annual meeting?

Carscom Inc (CARS) holds its 2026 annual shareholder meeting on Wednesday, June 3, 2026.

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

The record date for the Carscom Inc 2026 meeting is Monday, April 6, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 8 director nominees at the Carscom Inc 2026 meeting, listed with their independence status and background.

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

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