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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 6, 2023



CarGurus, Inc.

(Exact name of Registrant as Specified in Its Charter)




Delaware   001-38233   04-3843478

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

2 Canal Park, 4th Floor

Cambridge, Massachusetts 02141

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 354-0068

Not Applicable

(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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Class A Common Stock, par value $0.001 per share   CARG  

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

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.

On June 6, 2023, CarGurus, Inc. (the “Company”) held its 2023 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 26, 2023. The final voting results from the Annual Meeting are set forth below.

Proposal 1 – Election of Directors

The stockholders elected the nominee named below to serve as a Class III director for a term ending in 2026, or until his successor has been duly elected and qualified. The results of such vote were as follows:


Director Name


Votes For


Votes Withheld


Broker Non-Votes

Langley Steinert

  180,592,568   45,299,986   7,215,972

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, 2023. The results of such vote were as follows:


Votes For


Votes Against




Broker Non-Votes


  114,632   91,357   0

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 of the Company’s named executive officers. The results of such vote were as follows:


Votes For


Votes Against




Broker Non-Votes


  24,367,219   102,230   7,215,972


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.


Date: June 7, 2023     By:   /s/ Javier Zamora
      Name: Javier Zamora
      Title: General Counsel & Corporate Secretary