Cars.com Inc.
For the period ended Jun 4, 2025. Filed Apr 25, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 4, 2025 · Filed Apr 25, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
Check the appropriate box
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Cars.com Inc.
(Name of registrant as specified in its charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
Cars.com Inc. d/b/a Cars Commerce, Inc.300 S. Riverside Plaza, Suite 1100Chicago, Illinois 60606
Letter from our Chairman
Dear Fellow Stockholders:
On behalf of the Board of Directors and the senior management team, we are pleased to invite you to join the 2025 Annual Meeting of Stockholders of Cars.com Inc. d/b/a Cars Commerce, Inc. (“Cars Commerce”), which we will host as a virtual meeting on Wednesday, June 4, 2025, beginning at 9:30 a.m. Central Time. You may join at www.virtualshareholdermeeting.com/CARSCOMMERCE2025.
During the Annual Meeting, you will have the opportunity to vote on matters set forth in the accompanying Proxy Statement, as well as have the opportunity to ask questions. However, because your vote is important and we want to ensure that we record it promptly, we are requesting that you vote as soon as possible regardless of whether you plan to attend the Annual Meeting. For your convenience you may cast your vote for the Annual Meeting online, by telephone or by mail. On the Board of Directors’ behalf, I thank you for your investment and confidence in Cars Commerce.
Sincerely,
Scott E. Forbes
Chairman of the Board of Directors
| Cars.com Inc. | 2025 Proxy Statement | 3 |
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Date and Time
Wednesday, June 4, 2025
9:30 a.m. Central Time
Place
Online at
http://www.virtual
shareholdermeeting.
com/CARSCOMMERCE2025
Record Date
April 7, 2025
Notice of 2025 Annual
Meeting of Stockholders
To our stockholders, you are invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Cars Commerce.
At the Annual Meeting, we will ask you to consider the following proposals as more fully explained in the accompanying Proxy Statement:
| Items of Business | Board Recommendation | |
| Election of Directors (Page 19) | “FOR” | |
| Ratification of Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the fiscal year 2025 (Page 62) | “FOR” | |
| Advisory Approval of Executive Officer Compensation (Say on Pay) (Page 66) | “FOR” | |
| Advisory Approval of the Frequency of Future Advisory Approval of Executive Officer Compensation (Say on Frequency) (Page 67) | “FOR” | |
| Approval of the Amended and Restated Cars.com Inc. Omnibus Incentive Compensation Plan (Page 68) | “FOR” | |
| Approval of an amendment to Amended and Restated Certificate of Incorporation of Cars.com Inc. to provide for Exculpation of Officers (Page 80) | “FOR” |
In addition to these matters, we will conduct any other business that may properly come before the Annual Meeting. All stockholders are cordially invited to attend the Annual Meeting, which is a virtual meeting, by live webcast.
Stockholders of record as of the close of business on April 7, 2025, are entitled to receive notice of, to attend and to vote at the Annual Meeting, or any postponements or adjournments of the Annual Meeting.
WE ENCOURAGE YOU TO READ THE 2025 PROXY STATEMENT CAREFULLY AND TO VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
On April 25, 2025, we will begin mailing to our stockholders of record as of April 7, 2025 (other than those who previously requested electronic delivery or a full set of printed proxy materials), a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy materials, including this Proxy Statement. To reduce cost and environmental concerns, we have elected to take advantage of Securities and Exchange Commission (“SEC”) rules that allow companies to furnish their proxy materials via the Internet. The Proxy Statement, the proxy or voting instruction card, and our 2024 Annual Report are available at www.proxyvote.com. As more fully described in the Notice, all stockholders may choose to access these materials electronically or may request printed or emailed copies.
| 4 | Cars.com Inc. | 2025 Proxy Statement |
Notice of 2025 Annual Meeting of Stockholders
It is extremely important that your shares are represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You are urged to follow the instructions in the proxy card to vote by mail, telephone or via the Internet. Voting now will not limit your right to change your vote or to attend the Annual Meeting. If your shares are held in the name of a broker, bank or other holder of record, follow the voting instructions you received from the holder of record in order to vote your shares.
Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. It is extremely important that your shares be voted at the Annual Meeting
If voting in advance of the Annual Meeting, you may do so as follows
| Vote by Internet | Go to www.proxyvote.com Follow instructions on the website. Vote by 11:59 p.m. Eastern Time on June 3, 2025 |
| Vote by Telephone | Call 1-800-690-6903 Follow the recorded instructions. Vote by 11:59 p.m. Eastern Time on June 3, 2025 |
| Vote by Mail | If you received a proxy card by mail, mark, sign, date and return the proxy card in the enclosed, postage-paid envelope. |
If you do not vote in advance and instead plan to vote during the Annual Meeting, you may do so by entering the 16-digit control number found on your proxy card, Voting Instruction Form, or Notice, as applicable, at the time you log into the Annual Meeting at www.virtualshareholdermeeting.com/CARSCOMMERCE2025.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2025.
Our Proxy Statement and 2024 Annual Report are available on our Investor Relations website at https://investor.cars.com and at www.proxyvote.com. You may also request paper copies of these proxy materials free of charge by following the instructions for requesting such materials contained in the Notice.
Questions and Answers about the Annual Meeting
We encourage you to review the Questions and Answers about the Annual Meeting section for answers to common questions about the Annual Meeting, proxy materials, voting, and other related topics.
By Order of the Board of Directors,
Angelique Strong Marks
Chief Legal Officer and Corporate Secretary
April 25, 2025
Chicago, Illinois
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Table of Contents
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