Cars.com Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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

Cars.com Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 4, 2025, Cars.com Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting the Company’s stockholders approved the Amended and Restated Cars.com Inc. Omnibus Incentive Compensation Plan (the “Plan”), to increase the maximum number of shares of the Company’s common stock, par value $0.01 per share, that may be issued under the plan by 4,000,000 shares and extend the term of the Plan to June 4, 2035. A description of the material terms of the Plan is set forth in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 25, 2025 (the “Proxy Statement”) and is incorporated by reference herein. The description of the Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting the Company’s stockholders also approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Exculpation Amendment”) to provide for exculpation of certain officers of the Company as permitted by the Delaware General Corporation Law. The Exculpation Amendment became effective upon the filing of an Amended and Restated Certificate of Incorporation of the Company with the Delaware Secretary of State on June 5, 2025 (the “2025 Amended and Restated Certificate of Incorporation”).

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the close of business on April 7, 2025, the record date for determination of stockholders entitled to vote at the Annual Meeting, there were 63,527,561 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. There were 59,316,073 shares of the Company’s common stock represented at the Annual Meeting in person or by proxy, constituting 93% of the Company’s outstanding common stock on April 7, 2025. 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 of 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

Proposal 2: Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm

Proposal 3: Advisory Votes on Executive Officer Compensation

Proposal 4: Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation

In light of the voting results with respect to advisory vote on the frequency of future advisory votes on executive officer compensation (the “Say-On-Frequency Proposal”), and in accordance with the recommendation of the Company’s Board of Directors, the Company will hold future advisory votes on the executive officer compensation on an annual basis until the next stockholder advisory vote on the Say-On-Frequency Proposal, which is required to occur no later than the Company’s 2031 Annual Meeting of Stockholders.

Proposal 5: Approval of the Amended and Restated Cars.com Inc. Omnibus Incentive Compensation Plan

Proposal 6: Approval of an Amendment to Amended and Restated Certificate of Incorporation of Cars.com Inc. to provide for Exculpation of Officers

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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.