Cars.com (CARS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 3, 2026, will be held virtually, with voting available online, by phone, or by mail.

• Leadership transition: Tobias Hartmann appointed CEO and Director effective January 15, 2026, succeeding Alex Vetter.

• Board recommends voting FOR all proposals: election of directors, ratification of auditor, and advisory approval of executive compensation.

• Proxy materials and annual report are available online, with options for electronic or paper delivery.

Voting matters and shareholder proposals

• Proposals include: election of eight directors, ratification of Ernst & Young LLP as auditor for 2026, and advisory approval of executive compensation (Say on Pay).

• Board unanimously recommends voting FOR all proposals.

• Shareholders may submit proposals or director nominations for the 2027 meeting, following specified deadlines and procedures.

Board of directors and corporate governance

• Board reduced from eleven to eight members, with 91% independence and annual elections.

• Separate Chairperson and CEO roles; independent Chair leads succession planning and board oversight.

• Board committees (Audit, Compensation, ESG) are fully independent and conduct regular evaluations.

• Board diversity: 25% women, 25% non-white, average tenure 7.1 years.

• Annual board and committee evaluations, with focus on skills, experience, and diversity.