UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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).
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 2, 2021, CarGurus, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) to consider and vote on the three proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 22, 2021. The final voting results from the Annual Meeting are set forth below.
Proposal 1 – Election of Directors
The stockholders elected each nominee named below to serve as a Class I director for a term ending in 2024, or until their respective successors have been duly elected and qualified. The results of such vote were as follows:
| Director Name |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Lori Hickok |
225,739,894 | 32,833,437 | 6,349,828 | |||||||||
| Greg Schwartz |
218,475,461 | 40,097,870 | 6,349,828 | |||||||||
| Jason Trevisan |
229,324,964 | 29,248,367 | 6,349,828 | |||||||||
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Ernst & Young LLP, an independent registered public accounting firm, as the Company’s independent auditors for the year ending December 31, 2021. The results of such vote were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 264,845,541 |
29,038 | 48,580 |
Proposal 3 – Non-binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
The stockholders voted to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers. The results of such vote were as follows:
| Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||
| 256,135,720 |
2,393,052 | 44,559 | 6,349,828 |
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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 thereunto duly authorized.
| CARGURUS, INC. | ||||||
| Date: June 3, 2021 | By: | /s/ Kathleen B. Patton | ||||
| Name: Kathleen B. Patton | ||||||
| Title: General Counsel and Secretary | ||||||
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