CarGurus (CARG) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 3, 2026, to be held virtually, with voting on key proposals including director elections, auditor ratification, and executive compensation approval.

• Proxy materials and annual report are available online, with options for shareholders to vote via internet, phone, mail, or during the meeting.

• The company operates a leading automotive marketplace platform in the U.S., U.K., and Canada, with 2025 revenue of $907.0M and significant user and dealer engagement metrics.

• The wind-down of CarOffer, LLC was completed in 2025, with results reported as discontinued operations.

Voting matters and shareholder proposals

• Election of two Class III directors (Manik Gupta and Langley Steinert) for terms expiring in 2029.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Advisory vote on 2025 executive compensation (Say-on-Pay).

• Shareholder proposals for the 2027 meeting must be submitted between February 3 and March 5, 2027.

Board of directors and corporate governance

• Board consists of seven members, with a classified structure and majority independence.

• Board committees (Audit and Compensation) are composed of independent directors; regular self-evaluations and executive sessions are held.

• The company is a "controlled company" under Nasdaq rules due to majority voting power held by the Executive Chair.

• No nominating committee; the full Board nominates director candidates.

• Board diversity includes gender and ethnic representation.