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 | (Commission File Number) | (IRS Employer | ||
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300 S. Riverside Plaza Suite 1100 |
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Chicago, Illinois |
| 60606 | ||
(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 312 601-5000 |
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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:
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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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:
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.
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| Cars.com Inc. |
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Date: | June 5, 2026 | By: | /s/ Angelique Strong Marks |
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| Angelique Strong Marks |